UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 13, 2026, Greenpro Capital Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).
At the Closing of the transactions contemplated by the Share Exchange Agreement, the Company will acquire from the Forekast Shareholders such number of ordinary shares of Forekast as will result in the Company owning 13.6% of the outstanding equity interests of Forekast on a fully-diluted basis as of the Closing. As consideration, at the Closing, the Company will issue to the Forekast Shareholders an aggregate of 8,500,000 shares of the Company’s common stock (the “Exchange Shares”).
The Share Exchange Agreement includes customary representations, warranties, covenants, closing conditions and termination provisions, including an outside date of March 31, 2026, subject to the terms of the Share Exchange Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Share Exchange Agreement, dated as of February 13, 2026, by and among Greenpro Capital Corp., Forekast Limited, and the Forekast Shareholders listed on Annex A thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENPRO CAPITAL CORP. | ||
| Date: February 17, 2026 | By: | /s/ Lee Chong Kuang |
| Name: | Lee Chong Kuang | |
| Title: | Chief Executive Officer, President, Director | |