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 August 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 ☐
Submission
of Matters to a Vote of Security Holders.
THE
GROWHUB LIMITED, a Cayman Islands exempted company with limited liability (the “Company”), held extraordinary general
meetings of shareholders back-to-back virtually on August 5, 2026 at 10:00AM, 10:30AM, and 11:00AM, Singapore time, respectively (each,
an “EGM” and together, the “EGMs”). Holders of the Company’s Class A ordinary shares (the
“Class A Ordinary Shares”) and Class B ordinary shares (the “Class B Ordinary Shares”) voted by
proxy or at the meetings. Holders of from approximately 5,707,525 to 5,745,974 out of a total of 14,866,470 Class A Ordinary Shares issued
and outstanding, and holders of 10,433,340 out of a total of 10,433,340 Class B Ordinary Shares issued and outstanding voted at the respective
EGMs in person or by proxy. Shareholders holding not less than one-third (1/3) of all votes attaching to all of the Class A Ordinary
Shares and Class B Ordinary Shares in issue and entitled to vote at the EGM, as applicable in regards to class consent and voting for
all shareholders, were represented in person or by proxy, and a quorum for the transaction of business was present at each EGM. Each
Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to ten (10) votes. Class consents from
the holders of Class A Ordinary Shares and Class B Ordinary Shares, as applicable, are required for any variation to the rights attached
to their respective class of shares. The final voting results for each matter submitted to a vote of shareholders at the meetings are
as follows:
1.
Extraordinary General Meeting of the Holders of Class A Ordinary Shares:
| |
1A. |
The
vote on the 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, for 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, was as follows: |
| For |
|
Against |
|
Abstain |
| 5,702,154 |
|
2,369 |
|
3,002 |
2.
Extraordinary General Meeting of the Holders of Class B Ordinary Shares:
| |
2A. |
The
vote on the 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, for the adoption by the
Company of the Amended MAA, was as follows: |
| For |
|
Against |
|
Abstain |
| 10,433,340 |
|
0 |
|
0 |
3.
Extraordinary General Meeting of All Shareholders:
| |
3A. |
The
vote on the special resolution, subject to and conditional upon approval by the shareholders of the Increase of Share Capital and
all requisite class consents being obtained, for the adoption by the Company of the Amended MAA, was as follows: |
| For |
|
Against |
|
Abstain |
| 110,074,301 |
|
2,382 |
|
3,002 |
Accordingly,
the Amended MAA has been approved and adopted.
| |
3B. |
The
vote on the ordinary resolution for 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”), was as follows:
|
| For |
|
Against |
|
Abstain |
| 110,074,241 |
|
2,332 |
|
3,112 |
Accordingly,
the Increase of Share Capital has been approved.
| |
3C. |
The
vote on the ordinary resolution for, following the approval of the Increase of Share Capital, the approval of 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, was as follows: |
| For |
|
Against |
|
Abstain |
| 110,072,177 |
|
7,197 |
|
310 |
Accordingly,
the Share Consolidation has been approved.
| |
3D. |
The
vote on the ordinary resolution for, 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, was
as follows: |
| For |
|
Against |
|
Abstain |
| 110,072,069 |
|
4,553 |
|
3,062 |
| |
3E. |
The
vote on the ordinary resolution for 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, was as follows: |
| For |
|
Against |
|
Abstain |
| 110,072,369 |
|
6,989 |
|
325 |
Accordingly,
the remaining resolutions have been approved.
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:
August 6, 2026 |
THE
GROWHUB LIMITED |
| |
|
|
| |
By:
|
/s/
Chan Choon Yew Lester |
| |
|
Chan
Choon Yew Lester |
| |
|
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
