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 July 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 August 5, 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: July 17, 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 MEETINGS OF THE SHAREHOLDERS OF THE COMPANY
NOTICE
IS HEREBY GIVEN pursuant to Article 18 of the Memorandum and Articles of Association of the Company (the Articles)
that the following extraordinary general meetings of the Company will be held back-to-back on 5 August 2026 at the times specified below,
virtually via the respective links specified below.
Holders
of record of the Company’s Class A Ordinary Shares (Class A Shares) and Class B Ordinary Shares (Class B Shares)
at the close of business on 30 June 2026 (U.S. Eastern Time) (the Record Date) will be entitled to notice of, and to vote
at, the meetings described below (as applicable to their class of shares) and any adjournment or postponement thereof.
1.
EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF CLASS A SHARES
Time:
10.00am (Singapore time)
Meeting
details:
| ● | Meeting
link: https://teams.microsoft.com/meet/46144807909319?p=05dpX3Hggge1Odu2be |
| ● | Meeting
ID: 461 448 079 093 19 |
THE
BOARD UNANIMOUSLY RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE “FOR” THE PROPOSAL BELOW.
Class
A Proposal: To consider and approve, by a special resolution by class consent, as holders of Class A Shares, subject
to and conditional upon approval by the shareholders of the Increase of Share Capital (as defined below) and all other requisite class
consents being obtained, the adoption by the Company of the third amended and restated memorandum and articles of association of the
Company 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 on 2 October 2024.
2.
EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF CLASS B SHARES
Time:
10.30am (Singapore time)
Meeting
details:
| ● | Meeting
link: https://teams.microsoft.com/meet/47084215671807?p=p7H7MCcyLCwCxQwQiJ |
| ● | Meeting
ID: 470 842 156 718 07 |
THE
BOARD UNANIMOUSLY RECOMMENDS THAT CLASS B SHAREHOLDERS VOTE “FOR” THE PROPOSAL BELOW.
Class
B Proposal: To consider and approve, by a special resolution by class consent, as holders of Class B Shares, subject
to and conditional upon approval by the shareholders of the Increase of Share Capital (as defined below) and all other requisite class
consents being obtained, the adoption by the Company of the Amended MAA.
3.
EXTRAORDINARY GENERAL MEETING OF ALL SHAREHOLDERS
Time:
11.00am (Singapore time)
Meeting
details:
| ● | Meeting
link: https://teams.microsoft.com/meet/41900487408841?p=xbn2HFGvROarXrcFfe |
| ● | Meeting
ID: 419 004 874 088 41 |
The
Notices of Extraordinary General Meetings of Shareholders and the proxy cards accompanying this letter will be first mailed to our shareholders
on or about 17 July 2026.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE PROPOSALS BELOW.
| Proposal
No |
|
Proposal |
| 3A |
|
To
consider and approve, by a special resolution, subject to and conditional upon approval by the shareholders of the Increase of
Share Capital and all requisite class consents being obtained, the adoption by the Company of the Amended MAA. |
| |
|
|
| 3B |
|
To
consider and approve, by an ordinary resolution, the increase in the authorised share capital of the Company
FROM:
US$50,000 divided into 75,000,000 Class A Shares of par value US$0.0005 each and 25,000,000 Class B Shares of par value US$0.0005
each
TO:
US$2,525,000 divided into 5,000,000,000 Class A Shares of par value US$0.0005 each and 50,000,000 Class B Shares of par value US$0.0005
each
(the
Increase of Share Capital). |
| |
|
|
| 3C |
|
Following
the approval of the Increase of Share Capital, to consider and approve, by an ordinary resolution, a reverse share split to the
Company’s authorised issued and unissued Class A Shares and Class B Shares by way of a consolidation (the Share Consolidation)
at an exchange ratio which is no greater than 1:200 (the Further Revised RS Ratio) such that the number of authorised issued
and unissued Class A Shares and Class B Shares are decreased by the Further Revised RS Ratio and the par value of each authorised, issued
and outstanding Class A Shares and Class B Shares are increased by the Further Revised RS Ratio (together, the Further Revised
Reverse Share Split), with such Further Revised Reverse Share Split to be effected at such time and date, if at all, and at a
precise Further Revised RS Ratio up to maximum of 1:200, in each case, as determined by the Directors at their discretion within a period
of 12 months of obtaining the requisite shareholder approval for the Further Revised Reverse Share Split. |
| |
|
|
| 3D |
|
To
consider and approve, by an ordinary resolution, in respect of any fractional entitlements to the issued consolidated shares resulting
from the Further Revised 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 Share Consolidation, 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 as permitted by the
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 to round up any fractions of Class A Shares and Class B Shares issued to or
registered in the name of such shareholders of the Company following or as a result of the Share Consolidation. |
| |
|
|
| 3E |
|
To
consider and approve, by an ordinary resolution, the authorisation of the board of directors to do all other acts and things as the board
of directors considers necessary or desirable in connection with the Increase of Share Capital and the adoption of the Amended MAA, including
without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands. |
|
Signed
by Chan Choon Yew, Lester
|
|
|
| |
|
|
| /s/ Chan Choon Yew, Lester |
|
17
July 2026 |
| |
|
|
| Director |
|
Date |
Exhibit
99.2
THE
GROWHUB LIMITED
incorporated
in the Cayman Islands
Company
No. 408949
(the
Company)
FORM
OF PROXY CARD
EXTRAORDINARY
GENERAL MEETINGS
(the
Meetings)
5
August 2026
The
undersigned hereby appoints the Chairman of the Meetings as proxy with full power of substitution, to represent and to vote as set forth
herein all the Class A Ordinary Shares (Class A Shares) and/or Class B Ordinary Shares (Class B Shares) in the Company
which the undersigned is entitled to vote at the Meetings 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 Meetings.
| RESOLUTIONS |
|
For |
|
Against |
|
Abstain |
| 1.
EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF CLASS A SHARES |
|
|
|
|
|
|
| |
|
|
|
|
|
|
1a.
Special resolution
To
consider and approve, by a special resolution by class consent, as holders of Class A Shares, subject to and conditional upon approval
by the shareholders of the Increase of Share Capital (as defined below, and all other requisite class consents being obtained, the
adoption by the Company of the third amended and restated memorandum and articles of association of the Company, 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
on 2 October 2024.
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 2.
EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF CLASS B SHARES |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 2A.
SPECIAL RESOLUTION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
To
consider and approve, by a special resolution by class consent, as holders of Class B Shares, subject to and conditional upon approval
by the shareholders of the Increase of Share Capital and all other requisite class consents being obtained, the adoption by the Company
of the Amended MAA. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 3.
EXTRAORDINARY GENERAL MEETING OF ALL SHAREHOLDERS |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 3A. SPECIAL RESOLUTION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
To
consider and approve, by a special resolution, subject to and conditional upon approval by the shareholders of the Increase of Share
Capital and all requisite class consents being obtained, the adoption by the Company of the Amended MAA; |
|
|
|
|
|
|
3B.
ORDINARY RESOLUTION
To
consider and approve, by an ordinary resolution, the increase in the authorised share capital of the Company
FROM:
US$50,000 divided into 75,000,000 Class A Shares of par value US$0.0005 each and 25,000,000 Class B Shares of par value US$0.0005
each
TO:
US$2,525,000 divided into 5,000,000,000 Class A Shares of par value US$0.0005 each and 50,000,000 Class B Shares of par value US$0.0005
each
(the
Increase of Share Capital). |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 3C.
ORDINARY RESOLUTION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Following
the approval of the Increase of Share Capital, to consider and approve, by an ordinary resolution, a reverse share split to the Company’s
authorised issued and unissued Class A Shares and Class B Shares by way of a consolidation (the Share Consolidation) at
an exchange ratio which is no greater than 1:200 (the Further Revised RS Ratio) such that the number of authorised issued
and unissued Class A Shares and Class B Shares are decreased by the Further Revised RS Ratio and the par value of each authorised, issued
and outstanding Class A Shares and Class B Shares are increased by the Further Revised RS Ratio (together, the Further Revised
Reverse Share Split), with such Further Revised Reverse Share Split to be effected at such time and date, if at all, and at a
precise Further Revised RS Ratio up to a maximum of 1:200, in each case, as determined by the Directors at their discretion within a
period of 12 months of obtaining the requisite shareholder approval for the Further Revised Reverse Share Split. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 3D.
ORDINARY RESOLUTION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
To
consider and approve, by an ordinary resolution, in respect of any fractional entitlements to the issued consolidated shares resulting
from the Further Revised 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 Share Consolidation, 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 as permitted by the
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 to round up any fractions of Class A Shares and Class B Shares issued to or
registered in the name of such shareholders of the Company following or as a result of the Share Consolidation. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| 3E.
ORDINARY RESOLUTION |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| To
consider and approve, by an ordinary resolution, the authorisation of the board of directors to do all other acts and things as the board
of directors considers necessary or desirable in connection with the Increase of Share Capital and the adoption of the Amended MAA, including
without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands. |
|
|
|
|
|
|
Dated:
BY:
_________________________
SHAREHOLDER
(for
individual shareholders)
BY:
_________________________
AUTHORISED
SIGNATORY
ACTING
FOR AND ON BEHALF OF THE SHAREHOLDER
(for
corporate shareholders)
Annex
– Form of Third Amended and Restated Memorandum and Articles of Association
NOTES
| 1 | A
shareholder entitled to attend and vote at the Meetings 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 Class A Shares and/or Class B Shares
on the Record Date, being close of business on 30 June 2026 (U.S. Eastern Time), you may
vote by submitting a proxy or in person at the Meetings not less than 48 hours before the
time for holding the Meetings or adjourned Meetings 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 Meetings or upon the poll concerned and in such event, the form of proxy shall be
deemed to be revoked. |
