GrowHub Ltd (TGHL) SEC Filings

The GrowHub Limited reported that its Chief Financial Officer, Mr. Poh Chit Wen, tendered his resignation on 31 July, 2026. The effective date of his departure will be set later by mutual agreement between Mr. Poh and the company.

The company states that Mr. Poh’s resignation is due to personal reasons and is not the result of any disagreement regarding its operations, policies, or practices. The report was signed on behalf of The GrowHub Limited by Chief Executive Officer Chan Choon Yew Lester.

The GrowHub Limited describes ongoing Nasdaq listing deficiencies and a conditional extension. Nasdaq previously notified the company that the minimum bid price of its Class A ordinary shares had stayed below $1.00 for 30 consecutive business days, and that stockholders’ equity of $2,299,129 as of December 31, 2025 was below the $2,500,000 requirement under Nasdaq Listing Rule 5550(b)(1). After a June 5, 2026 staff determination to delist, a July 16 hearing led to a July 29 Decision Letter granting an exception, allowing continued listing if the company demonstrates compliance with Nasdaq initial listing standards by December 2, 2026.

The company is pursuing a strategic merger to support this plan. Under a July 14, 2026 Merger Agreement with EnChem Co., Ltd. and EnChem America, Inc., a newly formed Merger Sub will merge into EnChem America, which will become a wholly owned subsidiary. At closing, all EnChem America equity will be exchanged for 142,848,176 Company Class A ordinary shares, or a larger amount equal to 85% of fully diluted shares, resulting in a change in control that requires meeting Nasdaq’s initial listing standards. Completion of the merger is subject to closing conditions, and there is no assurance the merger or Nasdaq compliance will be achieved within the exception period.

The GrowHub Limited has called three back-to-back extraordinary general meetings on 5 August 2026, held virtually for holders of Class A Shares, Class B Shares and all shareholders of record as of 30 June 2026 (U.S. Eastern Time).

Shareholders are asked to approve adoption of a third amended and restated memorandum and articles of association, a large increase in authorised share capital from US$50,000 (75,000,000 Class A and 25,000,000 Class B Shares) to US$2,525,000 (5,000,000,000 Class A and 50,000,000 Class B Shares), and a reverse share split by way of Share Consolidation at a ratio up to 1:200 at the directors' discretion within 12 months. Additional resolutions address treatment of fractional shares and authorise the board to complete all steps connected with these changes. Each Class A Share carries one vote and each Class B Share carries ten votes on applicable proposals.

The GrowHub Limited agreed to acquire EnChem America, Inc., a Georgia subsidiary of EnChem Co., Ltd., which researches, develops and manufactures electrolytes and additives for rechargeable batteries. GrowHub will form a Merger Sub that will merge into EnChem America, leaving EnChem America as a wholly owned subsidiary.

The transaction values EnChem America at an equity value of $400,000,000, to be paid in newly issued GrowHub Class A ordinary shares. At the Effective Time, all Target equity will be canceled in exchange for 142,848,176 GrowHub Class A shares, or such greater amount as will equal 85% of GrowHub’s fully diluted shares. After Closing and a 1:1 conversion of all Class B shares into Class A, only Class A shares will be outstanding, following amendments to increase authorized capital and implement one or more reverse stock splits.

Closing conditions include effectiveness of a new Form F-1 registration statement, Nasdaq approval and continued listing of GrowHub Class A shares, completion of the Class B Conversion, and shareholder approval at an extraordinary general meeting. The merger may be terminated, among other reasons, if it has not closed by December 2, 2026, if required approvals or shareholder votes are not obtained, or if GrowHub’s Nasdaq listing is denied, suspended, or lost. A shareholder voting agreement commits GrowHub shareholders to support the merger and the Class B Conversion, and the parties expect related lock-up, registration rights, and indemnity agreements at or before Closing.

The GrowHub Limited has received a Nasdaq Staff Determination Letter stating that its securities are subject to delisting from the Nasdaq Capital Market after failing to regain compliance with the minimum $1.00 bid price requirement by June 1, 2026. The company also does not meet Nasdaq’s stockholders’ equity, market value, or pre-tax income standards, and fell below the $2,500,000 stockholders’ equity requirement for continued listing. GrowHub plans to request a hearing before the Nasdaq Hearings Panel and submit a compliance plan, but there is no assurance the appeal or any requested stay will be granted or that listing compliance will be restored.

The GrowHub Limited is pursuing a reverse merger with EnChem America, Inc. under a binding summary term sheet. EnChem will merge into a newly formed GrowHub subsidiary and, at closing, EnChem’s pre-merger equity holders are expected to receive 85% of GrowHub’s fully diluted equity, while existing GrowHub holders retain 15%.

The deal implies a minimum USD 400,000,000 equity value for EnChem and will be treated as a reverse merger for accounting, with EnChem as the accounting acquiror. Closing is conditioned on shareholder approvals, Nasdaq Listing Rule 5635(a) approval for issuing the merger shares, required regulatory clearances, PCAOB-audited financials, and SEC effectiveness of required registration statements and a shelf registration of at least USD 200,000,000.

At closing, all current GrowHub directors and C‑suite executives will resign, Class B shares will convert 1:1 into Class A, and EnChem’s designees will control the board and management. Merger shares issued to EnChem holders will be locked up for 180 days, with post-lock-up resale to be registered and supported for at least 36 months.

The GrowHub Limited has been notified by Nasdaq that it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while the Company reported $2,299,129 as of December 31, 2025 in its Form 20-F.

The notification does not immediately affect trading, and GrowHub’s securities continue to trade under the symbol TGHL. The Company has until July 10, 2026 to submit a plan to regain compliance and Nasdaq may grant up to 180 additional days to demonstrate compliance if the plan is accepted. Management states it is working on financial projections and a remediation plan, but there is no assurance these efforts will succeed.

THE GROWHUB LIMITED files its annual report for the year ended December 31, 2025, outlining its business, risks and capital structure. The company reports net losses of S$17.20 million (approximately US$13.38 million) in 2025 and S$2.36 million (approximately US$1.73 million) in 2024, reflecting ongoing investment and operating costs.

The report confirms 14,866,470 Class A Ordinary Shares and 10,433,340 Class B Ordinary Shares outstanding, both with par value US$0.0005. Founder Chan Choon Yew Lester, through affiliated entities, controls all Class B shares, representing about 87.53% of total voting power, and the company is treated as a “controlled company” under Nasdaq rules.

GrowHub describes significant operational, cybersecurity, technology and geographic risks, as well as material weaknesses in internal controls due to limited U.S. GAAP resources. It also discloses a Nasdaq minimum bid price deficiency notice received in December 2025, with a compliance period extending to June 1, 2026 before potential delisting risk escalates.

GrowHub Ltd (TGHL) CEO and director Chan Lester Choon Yew filed an initial ownership report on Class B Ordinary Shares. The filing shows 8,340 Class B shares held directly. It also reports indirect holdings through three wholly owned Singapore entities with separate Class B share positions.

Chan is listed as a ten percent owner, reflecting substantial influence. Indirect positions include Class B Ordinary Shares held via Initium Novum Capital Pte Ltd, Vita Nova Ventures Pte Ltd, and EMJ Capital Pte Ltd, each reported as wholly owned by Chan, aligning these entities’ share positions with his economic interest.