UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42814
THE
GROWHUB LIMITED
(Translation
of registrant’s name into English)
60
Paya Lebar Road
#12-37
Paya Lebar Square
Singapore
409051
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
The
GrowHub Limited, a Cayman Islands exempted company with limited liability (the “Company”), furnishes under the cover of this
Report on Form 6-K a form of proxy, the notice of the meeting, and other materials to be considered for approval by the shareholders
of the Company at the extraordinary general meeting of the shareholders of the Company, to be held on November 12, 2026, in accordance
with applicable provisions of the Cayman Islands laws.
The
information contained in this Report on Form 6-K and exhibits to this Report on Form 6-K shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities
Act of 1933, as amended, unless expressly set forth by specific reference in such a filing.
EXHIBIT
LIST
| Exhibit
No. |
|
Description
|
| |
|
|
| 99.1 |
|
Notice of the Extraordinary General Meeting of the Shareholders |
| 99.2 |
|
Form of Proxy Card* |
| * |
Note
to shareholders of record of the Company: The proxy card furnished hereto is a form for your reference only. You shall vote based
on the proxy card you receive. |
SIGNATURES
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.
| Date:
October 28, 2026 |
THE
GROWHUB LIMITED |
| |
|
|
| |
By:
|
/s/
Chan Choon Yew Lester |
| |
|
Chan
Choon Yew Lester |
| |
|
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1
THE
GROWHUB LIMITED
incorporated
in the Cayman Islands
Company
No. 408949
(the
Company)
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY
NOTICE
IS HEREBY GIVEN pursuant to Articles 17.3 and 18.1 of the Memorandum and Articles of Association of the Company (the Articles)
that the extraordinary general meeting of the Company will be held on 12 November 2026 at the time specified below, virtually at the
following link:
Meeting
link: https://teams.microsoft.com/meet/46516607580667?p=9qPdaB1JHbfQdqk9tX
Meeting
ID: 465 166 075 806 67
Passcode:
Zz9nf9He
Time:
10.30 am (Singapore time)
Holders
of record of the Company’s Class A Shares and Class B Shares at the close of business on 21 October 2026 (U.S. Eastern Time) (the
Record Date) will be entitled to notice of, and to vote at, the meeting described below and any adjournment or postponement
thereof.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE PROPOSALS BELOW.
| Proposal
No |
|
Proposal |
| 1 |
|
To
consider and approve by ordinary resolution a reverse share split of the Company’s
authorised issued and unissued Class A Shares and Class B Shares by way of a consolidation
at a ratio of 1-for-10 (the Ratio), such that every ten (10) authorised issued
and unissued Class A Shares and every ten (10) authorised issued and unissued Class B Shares
of a nominal or par value of US$0.0005 each in the capital of the Company be consolidated
into one (1) Class A Share or one (1) Class B Share (as applicable) of a nominal or par value
of US$0.005 each, and accordingly, the authorised share capital of the Company be changed:
FROM:
US$2,525,000 divided into 5,050,000,000 Ordinary Shares of a nominal or par value of US$0.0005 each, comprising 5,000,000,000 Class
A Shares of a nominal or par value of US$0.0005 each and 50,000,000 Class B Shares of a nominal or par value of US$0.0005 each;
TO:
US$2,525,000 divided into 505,000,000 Ordinary Shares of a nominal or par value of US$0.005 each, comprising 500,000,000 Class A
Shares of a nominal or par value of US$0.005 each and 5,000,000 Class B Shares of a nominal or par value of US$0.005 each,
(the
Reverse Share Split). |
| |
|
|
| 2 |
|
To
consider and approve, by ordinary resolution, that, in respect of any fractional entitlements
to the issued consolidated shares resulting from the Reverse Share Split, if so determined
by the directors in their sole discretion, the directors be and are hereby authorised to
settle as they consider expedient any difficulty which arises in relation to the Reverse
Share Split, including but without prejudice to the generality of the foregoing, capitalising
all or any part of any amount for the time being standing to the credit of any reserve or
fund of the Company (including its share premium account and profit and loss account, to
the extent permitted by applicable laws) whether or not the same is available for distribution,
and applying such sum in paying up unissued Class A Shares and Class B Shares to be issued
to shareholders of the Company, so as to round up to the nearest whole share any fraction
of a Class A Share or Class B Share (as applicable) issued to or registered in the name of
such shareholders following or as a result of the Reverse Share Split, such that each shareholder
receives shares of the same class as the shares held by it immediately prior to the Reverse
Share Split.
|
| |
|
|
| 3 |
|
To
consider and approve, by special resolution, the adoption of the Third Amended and
Restated Memorandum and Articles of Association in the form provided in the following link:
https://www.transhare.com/growhub (the Amended MAA) in replacement of
the Second Amended and Restated Memorandum and Articles of Association as adopted by special
resolution on 5 August 2026 to reflect the Reverse Share Split.
|
| |
|
|
| 4 |
|
To
consider and approve, by ordinary resolution, the authorisation of the directors to do all other acts and things as the directors
consider necessary or desirable in connection with the Reverse Share Split and the adoption of the Amended MAA, including without limitation,
attending to the necessary filings with the Registrar of Companies in the Cayman Islands. |
[signature
page to follow]
| /s/
Chan Choon Yew, Lester |
|
|
| |
|
21
October 2026 |
Signed
by
Chan
Choon Yew, Lester
Chairman
Exhibit
99.2
THE
GROWHUB LIMITED
incorporated
in the Cayman Islands
Company
No. 408949
(the
Company)
FORM
OF PROXY CARD
EXTRAORDINARY
GENERAL MEETING
(the
Meeting)
12
November 2026 at 10.30 am (Singapore time)
The
undersigned hereby appoints the Chairman of the Meeting as proxy with full power of substitution, to represent and to vote as set forth
herein all the Ordinary Shares in the Company which the undersigned is entitled to vote at the Meeting of the Company and any adjournments
or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted “FOR”
all proposals of the Meeting.
| RESOLUTIONS |
| For |
| Against |
| Abstain |
1.
ORDINARY RESOLUTION
To
consider and approve a reverse share split of the Company’s authorised issued and unissued
Class A Shares and Class B Shares by way of a consolidation at a ratio of 1-for-10 (the Ratio),
such that every ten (10) authorised issued and unissued Class A Shares and every ten (10)
authorised issued and unissued Class B Shares of a nominal or par value of US$0.0005 each
in the capital of the Company be consolidated into one (1) Class A Share or one (1) Class
B Share (as applicable) of a nominal or par value of US$0.005 each, and accordingly, the
authorised share capital of the Company be changed: FROM:
US$2,525,000 divided into 5,050,000,000 Ordinary Shares of a nominal or par value of US$0.0005
each, comprising 5,000,000,000 Class A Shares of a nominal or par value of US$0.0005 each
and 50,000,000 Class B Shares of a nominal or par value of US$0.0005 each; TO:
US$2,525,000 divided into 505,000,000 Ordinary Shares of a nominal or par value of US$0.005
each, comprising 500,000,000 Class A Shares of a nominal or par value of US$0.005 each and
5,000,000 Class B Shares of a nominal or par value of US$0.005 each, (the
Reverse Share Split). |
| |
| |
| |
2.
ORDINARY RESOLUTION To
consider and approve, that, in respect of any fractional entitlements to the issued consolidated
shares resulting from the Reverse Share Split, if so determined by the directors in their
sole discretion, the directors be and are hereby authorised to settle as they consider expedient
any difficulty which arises in relation to the Reverse Share Split, including but without
prejudice to the generality of the foregoing, capitalising all or any part of any amount
for the time being standing to the credit of any reserve or fund of the Company (including
its share premium account and profit and loss account, to the extent permitted by applicable
laws) whether or not the same is available for distribution, and applying such sum in paying
up unissued Class A Shares and Class B Shares to be issued to shareholders of the Company,
so as to round up to the nearest whole share any fraction of a Class A Share or Class B Share
(as applicable) issued to or registered in the name of such shareholders following or as
a result of the Reverse Share Split, such that each shareholder receives shares of the same
class as the shares held by it immediately prior to the Reverse Share Split. |
| |
| |
| |
| |
| |
| |
| |
3.
SPECIAL RESOLUTION
To
consider and approve the adoption of the Third Amended and Restated Memorandum and Articles
of Association in the form provided in the following link: https://www.transhare.com/growhub
(the Amended MAA) in replacement of the Second Amended and Restated Memorandum
and Articles of Association as adopted by special resolution on 5 August 2026 to reflect
the Reverse Share Split. |
| |
| |
| |
| |
| |
| |
| |
4.
ORDINARY RESOLUTION To
consider and approve the authorisation of the directors to do all other acts and things as
the directors consider necessary or desirable in connection with the Reverse Share Split
and the adoption of the Amended MAA, including without limitation, attending to the necessary
filings with the Registrar of Companies in the Cayman Islands. |
| |
| |
| |
Dated:
[signature
page to follow]
(for
individual shareholders)
| BY: |
|
|
| AUTHORISED
SIGNATORY |
|
| ACTING FOR
AND ON BEHALF OF THE SHAREHOLDER |
|
(for
corporate shareholders)
NOTES
| 1 | A
shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and,
on a poll, vote in place of the shareholder. A proxy need not be a shareholder of the Company.
If the appointor is a company, this form must be executed under its common seal or the hand
of a duly authorised officer. |
| 2 | If
the proxy form is returned without an indication as to how the proxy is to vote on a particular
matter, the proxy will exercise the proxy’s discretion as to whether, and how the proxy
will vote. |
| 3 | In
the case of joint holders, any holder may sign this form. |
| 4 | Any
alterations made in this form must be initialled. |
| 5 | If
you were a shareholder of record of the Company’s Ordinary Shares on the Record Date,
being close of business on 21 October 2026, you may vote by submitting a proxy or in person
at the Meeting not less than 48 hours before the time for holding the Meeting or adjourned
Meeting at which the proxy is to be used. Each Class A Share that you own in your name entitles
you to one (1) vote, and each Class B Share that you own in your name entitles you to ten
(10) votes, in each case, on the applicable proposals. You may submit your proxy by the following
options. |
| (a) | by
Internet, which we encourage if you have Internet access: |
| | | |
| | | Step
1: Go to http://www.transhare.com |
| | | |
| | | Step
2: Click the “Vote Your Proxy” link |
| | | |
| | | Step
3: Click on the tab for “The Growhub Limited” |
| | | |
| | | Step
4: Click “Submit Your Vote” link |
| | | |
| | | Step
5: Enter your Control Number. |
| | | |
| (b) | by
Email, please email your signed proxy card to proxy@Transhare.com; |
| | | |
| (c) | by
fax, please fax your signed proxy card to: +1 (727) 269 5616; or |
| | | |
| (d) | by
mail, please sign, date and mail your signed proxy card to: |
| | | |
| | | Proxy
Team |
| | | Transhare
Corporation |
| | | 17755
US Highway 19 N |
| | | Suite
140 |
| | | Clearwater,
FL 33764 |
If
you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures.
Please follow the directions that your bank or broker provides.
| 6 | Delivery
of the form of proxy shall not preclude a shareholder from attending and voting in person
at the Meeting or upon the poll concerned and in such event, the form of proxy shall be deemed
to be revoked. |
