Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On November 18, 2025, Greenpro Capital Corp. (the "Company") entered into an Acquisition Agreement (the "Acquisition Agreement") with Lim Chee Yin, an individual (the "Seller"). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the "Closing"), the Company acquired 0.99% of Seller's shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands ("GTL"), equivalent to 10 shares of GTL (the "Acquisition").

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the acquisition (the "Effective Time"), the Company issued to the Seller aggregate closing consideration consisting of 800,000 restricted shares of the Company's common stock, par value $0.0001 (the "Greenpro Common Stock"), valued at $1.50 per share, for an aggregate value of $1,200,000 (the "Consideration").

On April 16, 2026, all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At closing, the Company acquired 10 ordinary shares of GTL from the Seller, representing a minority interest of 0.99% of GTL's outstanding equity interests as of the closing date.

The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, subject to the terms set forth therein.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 20, 2025.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company issued 800,000 shares of the Greenpro Common Stock to the Seller in a private transaction as consideration for the minority investment described in Item 1.01 above. The issuance was made in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Shares were issued without general solicitation or general advertising and are "restricted securities" within the meaning of Rule 144 under the Securities Act.

At the Closing Date, the Company has total 17,925,813 shares of Greenpro Common Stock issued and outstanding and the Seller holds approximately 4.5% of Greenpro Common Stock upon the receipt of 800,000 shares of Greenpro Common Stock from the Company.