Sino Green Land Corp. Announces Stock Purchase Agreement to Acquire Invent Fortune

What Happened Sino Green Land Corp. (SGLA) announced on August 7, 2026 that it entered into a Stock Purchase Agreement to acquire all issued and outstanding shares of Invent Fortune (a private Malaysian company). The purchase consideration is an aggregate of 36,527,833.33 shares of SGLA common stock (par value $0.60), to be issued in three tranches tied to closing, time-based dates and achievement of milestones.

Key Details

• Total consideration: 36,527,833.33 SGLA common shares issued in three tranches — First Tranche 7,305,566 shares at closing (20%), Second Tranche 14,611,133.33 shares (40%) on a date ~3 months after closing or upon milestone achievement, Third Tranche 14,611,133.33 shares (40%) on a date ~6 months after closing or upon milestone achievement. No fractional shares will be issued in any tranche.
• Acceleration triggers: issuance of the Second and Third Tranches may accelerate within the first 3 months after closing upon certain events, including a change of control of SGLA, a material breach by SGLA, termination (without cause), death or incapacity of Invent Fortune director Kee Seng Yam.
• Closing conditions include customary representations and warranties, delivery of shares free of liens, required consents/approvals (including any HSR Act approvals), and absence of a Material Adverse Effect.
• The filing also notes Item 3.02 (Unregistered Sales of Equity Securities); the SPA is filed as Exhibit 10.2 in the 8-K.

Why It Matters This is a stock‑for‑stock acquisition that will increase the number of SGLA shares outstanding by 36.5 million if all tranches are issued, which is an important dilution metric for current shareholders. The timing and final issuance of the majority of consideration depend on milestone achievement, outside events (including potential acceleration triggers), and regulatory/closing conditions. Investors should review the SPA (Exhibit 10.2) and monitor (1) whether the company has sufficient authorized shares before issuing the tranches, (2) milestone progress and any accelerations, and (3) any regulatory approvals or other closing developments that affect completion.