SGLA Sino Green Land Corp. - 8-K

Item
1.01 Entry Into a Material Definitive Agreement.

Subscription
Agreement

On
February 11, 2026, Sino Green Land Corporationo Capital Corp. (the “Company”) entered into a subscription agreement (the
“Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”)
providing for the private placement of 68,000 shares of the Company’s common stock, par value $0.001 (the “Common Stock”),
at a per share purchase price of $1.2 0 (the “Offering”) or aggregate gross proceeds of $81,600. The Offering closed on February
11, 2026.

The
issuance of shares of Common Stock pursuant to the Subscription Agreements was made in reliance upon the exemptions from registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D and/or Regulation
S promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D, and/or Regulation
S of the Securities Act were available because the offering did not involve a public offering and each of the Purchasers in the Offering
represented that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and/or is not a “U.S.
person” as defined in Regulation S.

No
underwriters were involved in the offer and sale of the Common Stock in the Offering. We plan to use the proceeds of the Offering for
operating capital.

Item
3.02 Unregistered Sale of Equity Securities.

The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.

Item
9.01 Financial statements and Exhibits

(d)
Exhibits.

Exhibit
Number

Exhibit
Description

10.1

Form of Subscription Agreement

104

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