Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities

Exchange Act of 1934


Date of Report (Date of earliest event reported):

February 26, 2021 (February 17, 2021)



(Exact name of registrant as specified in its charter)


Nevada   001-38308   98-1146821

(State or other jurisdiction

of incorporation)



File Number


(IRS Employer

Identification No.)


B-7-5, Northpoint Office,

Mid Valley City, No.1 Medan Syed Putra Utara,

59200 Kuala Lumpur, Malaysia

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (603) 2201-3192




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   GRNQ   NASDAQ Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]







Section 3 – Securities and Trading Markets


Item 3.02 Unregistered Sales of Equity Securities


The information set forth in Item 8.01 hereof is hereby incorporated by reference into this Item 3.02. The issuance of the Company’s restricted shares of common stock as consideration for the FBHI shares will be exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act, as amended and Rule 506 of Regulation D promulgated thereunder. FBHI and Seller have represented to the Company that it/he (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) is knowledgeable, sophisticated and experienced in making investment decisions of this kind, and (iii) has had adequate access to information about the Company.


Section 8 - Other Events


Item 8.01 Other Events.


On February 17, 2021, First Bullion Holdings Inc. (“FBHI”), a British Virgin Islands corporation, issued to our subsidiary, Greenpro Venture Capital Limited, 160,000 ordinary shares of FBHI pursuant to Section 2.2 of a stock purchase and option agreement dated October 19, 2020 (the “Agreement”) between Greenpro Capital Corp. (the “Company”), Tang Ka Siu Johnny (the “Seller”) and FBHI. FBHI had, under Section 2.2 of the Agreement, granted the Company an option to purchase an additional 8% of the shares sold under the Agreement valued at $20,000,000.


In partial consideration of the FBHI shares, the Company had previously issued 250,000 restricted shares of its common stock on December 11, 2020 at $1.458 per share. The Company will be issuing an additional 342,592 restricted shares of its common stock at $2.70 per share (valued at approximately $925,000).


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   Bought and Sold Note
10.2   Instrument of Transfer







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, thereunto duly authorized.


  (Name of Registrant)
Date: February 26, 2021 By: /s/ Lee Chong Kuang
  Name: Lee Chong Kuang

Chief Executive Officer, President, Director

(Principal Executive Officer)






Exhibit 10.1






Exhibit 10.2