# Bio Green Med Solution, Inc. (BGMSP) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_df14aefc014919fd5189 · retrieved 2026-08-11T15:54:49.007Z

## Overview
Bio Green Med Solution, Inc. is a Delaware corporation engaged in renewable energy and waste management operations, including medical waste treatment and disposal services in Malaysia.

On June 4, 2026, Bio Green Med Solution, Inc. (a Delaware corporation listed on Nasdaq under symbol "BGMS") entered into a Business Combination Agreement with Future NRG Sdn. Bhd., a Malaysian private limited company, and FNRG's shareholders. Under the agreement, the Selling Shareholders will exchange all of their ordinary shares in FNRG for shares of Parent Common Stock, with FNRG becoming a wholly owned subsidiary of Bio Green Med. On a pro forma basis, the Selling Shareholders will own approximately more than 99% of the combined company, while pre-Exchange Bio Green Med stockholders will own approximately less than 1%. The Exchange is intended to qualify as a tax-free reorganization under Section 351 of the Internal Revenue Code. Closing is subject to customary conditions including stockholder approvals, Nasdaq listing approval, and effectiveness of a registration statement.

## Terms
- Counterparty: Future NRG Sdn. Bhd. and its shareholders · Consideration: stock · Stake: 99%

## Key dates
- Announced 2026-06-04 · Expiry 2026-12-31

## Timeline
- 2026-06-04 · 425 (0001493152-26-027294): 425 - Bio Green Med Solution, Inc. — *Bio Green Med Solution, Inc. is a Delaware corporation engaged in renewable energy and waste management operations, including medical waste treatment and disposal services in Malaysia.* On June 4, 2026, Bio Green Med Solution, Inc. (a Delaware corporation listed on Nasdaq under symbol "BGMS") entered into a Business Combination Agreement with Future NRG Sdn. Bhd., a Malaysian private limited company, and FNRG's shareholders. Under the agreement, the Selling Shareholders will exchange all of their ordinary shares in FNRG for shares of Parent Common Stock, with FNRG becoming a wholly owned subsidiary of Bio Green Med. On a pro forma basis, the Selling Shareholders will own approximately more than 99% of the combined company, while pre-Exchange Bio Green Med stockholders will own approximately less than 1%. The Exchange is intended to qualify as a tax-free reorganization under Section 351 of the Internal Revenue Code. Closing is subject to customary conditions including stockholder approvals, Nasdaq listing approval, and effectiveness of a registration statement.
  https://www.sec.gov/Archives/edgar/data/1130166/0001493152-26-027294.txt

## Citations
- 0001493152-26-027294 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226027294