Greenpro Capital Corp. (GRNQ) - 10-K Summary for Fiscal Year Ended December 31, 2025
Business Context and Reporting Period
Company: Greenpro Capital Corp. (GRNQ)
Reporting Period: Fiscal Year Ended December 31, 2025
Business Overview: Greenpro provides cross-border business solutions, accounting outsourcing, and venture capital services primarily in Hong Kong, China, and Malaysia. The company operates three main segments: Service Business (corporate advisory), Digital Business (blockchain/digital asset exchange via Green-X Corp.), and Real Estate Business (leasing and trading).
Listing Status: NASDAQ Capital Market. The company regained compliance with the minimum bid price requirement in June 2025 after a period of non-compliance.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $2,073,557 | $3,496,405 |
| Net Loss | $(2,982,333) | $(725,827) |
| Operating Loss | $(2,152,416) | $(969,278) |
| Cash and Cash Equivalents (Year End) | $636,659 | $1,124,818 |
| Operating Cash Flow | $(1,790,250) | $(1,360,454) |
| Accumulated Deficit | $(40,246,712) | $(37,264,379) |
| Shares Outstanding (Mar 30, 2026) | 8,625,813 | 7,575,813 |
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased by 41% ($1.42 million) primarily due to a significant drop in service business revenue ($1.25 million decrease) and digital revenue ($159,562 decrease).
- Increased Net Loss: Net loss widened by approximately 310% to nearly $3 million. This was driven by the revenue decline and substantial non-cash impairment charges.
- Impairment Charges: The company recognized significant impairments in 2025, including $813,552 for property and equipment (Shenzhen office leasehold), $96,846 for real estate held for sale (Hong Kong), and $6,035 for goodwill. Additionally, remaining related party investments were fully impaired.
- Capital Raise: In 2025, the company issued 1,050,000 shares in private placements, raising $1,235,000 in cash proceeds to fund operations.
- Asset Reduction: Total assets decreased from $6.47 million to $5.09 million, largely due to impairments and the reduction of other investments to nil.
Guidance, Outlook, Risks, and Unusual Items
- Going Concern: The independent auditors have expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses, negative operating cash flows, and an accumulated deficit exceeding $40 million. Management relies on shareholder support and external financing to meet obligations.
- Subsequent Event (Forekast Acquisition): On February 13, 2026, the company entered into a Share Exchange Agreement to acquire a 13.6% stake in Forekast Limited. This transaction involves issuing 8,500,000 shares of common stock, representing approximately 49.6% of the company's pro forma outstanding shares, which will cause significant dilution to existing shareholders.
- Digital Asset Strategy: The company continues to develop its Green-X digital asset exchange platform in Labuan, focusing on Shariah-compliant security token offerings (STOs). However, digital revenue remains volatile and declined in 2025.
- Regulatory Risks: The company faces risks related to the Holding Foreign Companies Accountable Act (HFCAA) regarding PCAOB inspections of its auditor, though its auditor (SFAI Malaysia PLT) is based in Malaysia and has assured cooperation. There are also risks associated with data security laws in China and Hong Kong.
- Legal Proceedings: An arbitration proceeding with Millennium Fine Art Inc. regarding an alleged contract breach and NFT delivery is ongoing, with a hearing scheduled for July 2026. The company cannot estimate potential losses.
Key Facts for Investor Verification
- Liquidity Position: Verify the sufficiency of the $636,659 cash balance against the $1.79 million operating cash burn rate and the timeline for securing additional financing.
- Dilution Impact: Assess the impact of the pending Forekast transaction, which will issue nearly 50% of the company's current share count, potentially depressing the stock price.
- Asset Valuation: Review the independent appraisals supporting the $813,552 impairment of the Shenzhen office leasehold and the $96,846 impairment of Hong Kong real estate.
- Related Party Transactions: Scrutinize the $995,640 in amounts due from related parties and the nature of the $58,861 in related party service revenue.
- Going Concern Mitigation: Confirm the status of any new financing agreements or shareholder support letters referenced in management's plans to sustain operations.