Reverse merger shifts control of GrowHub (Nasdaq: TGHL) to EnChem

Rhea-AI Filing Summary

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.

Positive

• GrowHub signs a binding reverse merger term sheet with EnChem America at a minimum agreed equity value of USD 400,000,000 for EnChem, potentially transforming the combined company’s scale and business profile.
• The transaction framework contemplates a USD 200,000,000 or larger shelf registration and multiple post-closing capital-raising options, which could provide significant funding capacity for the post-merger business.
• EnChem is designated as the accounting acquiror, with the merger treated as a reverse merger under U.S. GAAP, aligning financial reporting with the larger operating business that will control 85% of fully diluted equity.

Negative

• Existing GrowHub shareholders are expected to be diluted to 15% of fully diluted equity post-closing, while EnChem’s pre-closing holders receive 85%, representing a major shift in economic ownership.
• Full board and management turnover at closing, including resignation of all incumbent directors and C-suite executives, concentrates governance and operational control in EnChem designees, which may raise transition and integration risks.
• Closing is subject to numerous conditions, including shareholder approvals, Nasdaq Listing Rule 5635(a) approval, SEC effectiveness of registration statements and a USD 200,000,000 shelf, and any required HSR/CFIUS clearances, creating significant execution uncertainty.
• The term sheet grants EnChem a floor-price walk-away right if the Closing VWAP is below USD 4.00 per share, giving the private company an asymmetrical option to terminate without a termination fee if market conditions weaken.

Insights

Cross-border M&A and capital markets analyst

GrowHub signs binding reverse merger term sheet handing 85% post-deal equity and full control to EnChem, pending extensive shareholder and regulatory approvals.

The transaction is structured as a reverse triangular merger where EnChem America becomes a wholly owned subsidiary of GrowHub, but EnChem is treated as the accounting acquiror. EnChem’s agreed equity value is at least USD 400,000,000, and its pre-closing holders are slated to own 85% of GrowHub’s fully diluted equity at closing, with current GrowHub holders at 15%.

The deal includes a floor price: if GrowHub’s Closing VWAP falls below USD 4.00 per share, EnChem may walk away without a termination fee. Conditions include SEC effectiveness of a shelf registration of at least USD 200,000,000, Nasdaq approval for listing the merger shares, required HSR/CFIUS clearances if applicable, and shareholder approvals on both sides. These create meaningful execution risk around timing and closing.

Governance changes are sweeping: all existing GrowHub directors and senior officers will resign at closing, Class B shares convert 1:1 into Class A, and a new board of five to seven EnChem designees will assume control. Merger shares issued to EnChem holders are locked up for 180 days post-closing, after which GrowHub must maintain resale registration for at least 36 months. An exclusivity period of at least 90 days, with automatic 30-day renewals, limits GrowHub’s ability to pursue alternative transactions, subject to fiduciary-outs for a Superior Proposal.

Key Figures

EnChem agreed equity value: USD 400,000,000 Post-closing EnChem ownership: 85% fully diluted equity Post-closing GrowHub existing holders: 15% fully diluted equity +7 more

10 metrics

EnChem agreed equity value USD 400,000,000 Minimum equity value for the private company for merger purposes

Post-closing EnChem ownership 85% fully diluted equity EnChem pre-closing equity holders’ stake in GrowHub immediately after closing

Post-closing GrowHub existing holders 15% fully diluted equity Existing GrowHub holders’ retained stake immediately after closing

Pre-closing Class A shares 14,866,470 shares TGHL Class A Ordinary Shares outstanding as of May 15, 2026

Pre-closing Class B shares 10,433,340 shares TGHL Class B Ordinary Shares outstanding as of May 15, 2026

Post-merger total shares 168,147,986 shares Pro forma total shares after issuance of merger shares

Floor price for walk-away right USD 4.00 per share Minimum Closing VWAP below which EnChem may terminate

Shelf registration size USD 200,000,000 Minimum amount for shelf registration required as a closing condition

Lock-up period 180 days Duration merger shares issued to EnChem holders are locked after closing

Outside date for closing 12 months Maximum period after Merger Agreement before either party may terminate

Key Terms

reverse merger, reverse triangular merger, Closing VWAP, Shelf registration, +2 more

6 terms

reverse merger financial

"Transaction Type | | Reverse Merger / Reverse Takeover (“ RTO ”)."

A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.

reverse triangular merger financial

"structured as a reverse triangular merger."

A reverse triangular merger is a deal structure where a buyer creates a new company it controls, that new company is merged into the target, and the target company continues to exist as a subsidiary of the buyer. Think of the buyer building a small box, inserting it into the seller’s box, and then making the seller sit inside the buyer’s group while keeping its shape. Investors care because this structure can change how shareholders are paid or exchanged, who carries legal liabilities, and how quickly the deal closes, all of which affect value and risk.

Closing VWAP financial

"The “ Closing VWAP ”, defined as the volume-weighted average trading price"

Shelf registration financial

"the Public Company shall file a shelf registration statement registering an amount not less than USD 200,000,000"

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

lock-up financial

"All Merger Shares issued to the pre-Closing equity holders of the Private Company shall be subject to lock-up restrictions"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Superior Proposal financial

"“ Superior Proposal ” means a bona fide written proposal for an Alternative Public Transaction"

A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.

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Form 6-K: How Foreign Companies Report to the SEC →

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 May, 2026

Commission File Number: 001-42814

THE GROWHUB LIMITED

(Exact Name as Specified in its Charter)

60 Paya Lebar Road

#12-37 Paya Lebar Square

Singapore 409051

(Address of Principal Executive Offices)

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   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):   ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ☐     No   ☒

If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

INFORMATION CONTAINED IN THIS REPORT

On May 28, 2026, The GrowHub Limited (Nasdaq: TGHL) (“GrowHub” or the “Company”) entered into a binding summary term sheet (the “Term Sheet”) with EnChem America, Inc. (“EnChem”) in connection to a proposed business combination between GrowHub and EnChem wherein EnChem shall merge with a newly formed, wholly-owned subsidiary of GrowHub and become the surviving company post-merger (the “Proposed Merger”).

Under the Term Sheet, immediately upon closing of the Proposed Merger (the “Closing”), EnChem shall receive 85% of the equity of GrowHub on a fully diluted basis (the “Merger Shares”), and the pre-Closing equity holders of GrowHub shall retain 15% of the equity of GrowHub on a fully diluted basis. The obligation of the parties to consummate the Proposed Merger shall be subject to the satisfaction or waiver (if permitted by applicable law) of customary closing conditions as the parties may agree in the definitive merger agreement.

In addition, GrowHub stockholders must approve the issuance of the Merger Shares pursuant to Nasdaq Listing Rule 5635(a).

A copy of the Term Sheet is furnished as Exhibit 99.1 to this Report on Form 6-K. All terms, statements, representations, commitments, and agreements contained in the Term Sheet shall become legally fully valid and enforceable obligations simultaneously with the formal signing and sealing by both parties.

The foregoing descriptions of the Term Sheet and the Proposed Merger in this Report on Form 6-K do not purport to be complete and are subject to, and qualified in their entirety by reference to the Term Sheet furnished as Exhibit 99.1 and to the definitive agreements, if and when executed.

This Report on Form 6-K, including Exhibit 99.1 hereto, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things, statements regarding the Proposed Merger, the anticipated structure and timing of the Proposed Merger, expected ownership percentages, listing and governance expectations, contemplated restructuring and divestiture activities, and pre-closing financing activities. Important factors that could cause actual results to differ materially are included in GrowHub’s filings with the U.S. Securities and Exchange Commission. GrowHub undertakes no obligation to update any forward-looking statements except as required by applicable law.

The information furnished in this Report on Form 6-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

No Offer or Solicitation

This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Exhibits.

Exhibit No.		Description
99.1		Summary Term Sheet, dated May 28, 2026

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.

Dated: June 1, 2026

	THE GROWHUB LIMITED
	By:	/s/ Chan Choon Yew Lester
	Name:	Chan Choon Yew Lester
	Title:	Chief Executive Officer

Exhibit 99.1

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

SUMMARY TERM SHEET

Proposed Reverse Merger Transaction / RTO

Project Oceans

The Public Company The Growhub Limited Nasdaq Capital Market: TGHL A Cayman Islands Exempted Company —and— The Private Company EnChem America, Inc. Battery electrolyte materials U.S. subsidiary of EnChem Co., Ltd. (Korea)

Dated: May 28, 2026

NOTICE OF LEGALLYBINDING NATURE

This Summary Term Sheet (this “Term Sheet”) is entered into by and between the publicly listed company Growhub Ltd. (Nasdaq: TGHL) and the privately held company, EnChem America, Inc. (each a “Party” and collectively, the “Parties”). Notwithstanding the customary non-binding nature of preliminary term sheets, the Parties expressly agree that all terms, conditions, representations, warranties, and covenants set forth herein shall, upon execution hereof, constitute a fully binding and enforceable agreement between the Parties. This Term Sheet shall serve as the foundational framework for the definitive “ Acquisition Agreement” to be subsequently executed by the Parties, and each Party hereby covenants and agrees to perform its obligations hereunder in good faith and in accordance with the terms hereof.

1. TRANSACTION STRUCTURE
Transaction Type		Reverse Merger / Reverse Takeover (“RTO”).  The Private Company shall merge with a newly formed, wholly-owned subsidiary of the Public Company (the “Merger Sub”), structured as a reverse triangular merger. The Private Company shall be the surviving corporation and shall become a wholly-owned subsidiary of the Public Company.
The Public Company		The Growhub Limited (the “Public Company” or “TGHL”), a Cayman Islands exempted company formed as a holding company on April 12, 2024, is listed on the Nasdaq Capital Market. TGHL reports under the Exchange Act as a foreign private issuer and has an active Form F-1 registration statement that became effective on August 25, 2025.
The Private Company		EnChem America, Inc., a U.S. corporation engaged in the development, manufacture, and sale of battery electrolyte materials (the “Private Company” or the “Company”).  The Private Company is a U.S. subsidiary of EnChem Co., Ltd., a corporation organized under the laws of the Republic of Korea.

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

Merger Sub		A newly formed, wholly-owned Delaware subsidiary of the Public Company (“Merger Sub”), incorporated solely for purposes of effecting the Merger.  Merger Sub shall merge with and into the Private Company; Merger Sub shall not survive the Merger.
Accounting Treatment		The Private Company shall be treated as the accounting acquiror for financial reporting purposes. The Transaction shall be accounted for as a reverse merger under U.S. GAAP.
Governing Law		General Corporation Law of the State of Delaware.  All Transaction Documents shall be governed by and construed in accordance with the laws of the State of Delaware.
Tax Treatment		The Parties shall work together to structure the Transaction to optimize the tax treatment for each of the Parties.
Applicable Rules		The Transaction shall comply in all respects with: (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934; (iii) Nasdaq Listing Rules, including Listing Rule 5635(a) (20% issuance threshold); (iv) the Hart-Scott-Rodino Antitrust Improvements Act (if applicable); and (v) any applicable CFIUS requirements.
2. CAPITALIZATION AND PRO FORMA STRUCTURE
Public Company Shares (Pre-Closing)		As of May 15, 2026, TGHL had issued and outstanding 14,866,470 Class A Ordinary Shares, par value $0.0005 per share and 10,433,340 Class B Ordinary Shares, par value $0.0005 per share.
Merger Shares		The Merger Shares shall be issued as shares of the Public Company, in accordance with the allocation set forth in Section 2.
3. VALUATION AND MERGER CONSIDERATION
Valuation		The Post-Closing Ownership Allocation set forth below reflects the parties’ mutual agreement based on arm’s-length negotiations between the parties. The agreed equity value of the Private Company for purposes of the Merger is a minimum of USD 400,000,000 (Four Hundred Million United States Dollars)
Post-Closing ownership allocation		The pre-Closing equity holders of the Private Company will receive Merger Shares constituting 85% of the equity of the Public Company on a fully diluted basis immediately following the Closing, and the pre-Closing equity holders of the Public Company will retain 15% of the equity of the Public Company on a fully diluted basis immediately following the Closing.

Merger Shares		TGHL Existing		Total Shares		EnChem %		TGHL %
142,848,176		25,299,810		168,147,986		85.0%		15.0%

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

Floor Protection — Walk-Away Right		In the event the Closing VWAP is less than USD 4.00 per share (the “Floor Price”), the Private Company shall have the right, exercisable by written notice to the Public Company within five (5) Business Days following the VWAP determination date, to terminate this Agreement without liability and without payment of any termination fee. The Floor Price reflects the minimum valuation at which the issuance of Merger Shares is commercially practicable without resulting in excessive dilution of the Public Company’s existing stockholders.
Closing VWAP — Price Determination		The “Closing VWAP”, defined as the volume-weighted average trading price of Public Company Common Stock on The Nasdaq Capital Market for the twenty (20) consecutive trading days ending three (3) trading days prior to the Closing Date, as reported by Bloomberg L.P. (or, if unavailable, such other nationally recognized financial data service as the parties shall mutually agree).
4. SHELF REGISTRATION AND POST-CLOSING CAPITAL RAISE
Capital Raise		The parties anticipate one or more capital raising transactions in connection with or following the Closing, on terms to be agreed (each, a “Financing”).
Shelf Registration		Immediately upon becoming F-3 eligible, the Public Company shall file a shelf registration statement registering an amount not less than USD 200,000,000 (the “Shelf”).
Post-Closing Capital Raise		Immediately following Closing, the combined company shall be positioned to conduct one or more capital raises utilizing the any of follow on offering or Equity Lines of Credit on form F-1 or S-1, Private Investments in Public Equity (PIPEs) or the Shelf, including registered direct offerings, confidentially markets public offerings, at-the-market programs, or convertible debt offerings at the discretion of the Board of Directors.
Shelf		As a condition to closing the Transaction, the Public Company shall have filed for, and the SEC shall  have declared effective, the Shelf
5. CONDITIONS TO CLOSING
Mutual Conditions		(a) Execution of Merger Agreement and all Transaction Documents; (b) no governmental order prohibiting the Transaction; (c) all required regulatory approvals (HSR, CFIUS if applicable); (d) Nasdaq approval for listing of the Merger Shares; (e) requisite stockholder approvals of each party; and (f) SEC effectiveness of any required registration statement.
Public Company Conditions		The obligation of the Public Company to consummate the Transaction shall be subject to the satisfaction or waiver (if permitted by applicable law) of customary closing conditions as the parties may agree in the Merger Agreement.
Private Company Conditions		The obligation of the Private Company to consummate the Transaction shall be subject to the satisfaction or waiver (if permitted by applicable law) of customary closing conditions as the parties may agree in the Merger Agreement.
Stockholder Approvals		Public Company stockholders must approve the issuance of the Merger Shares pursuant to Nasdaq Listing Rule 5635(a). Private Company shareholders must approve the Merger under applicable corporate law. As soon as reasonably practicable following the execution of the Merger Agreement, the Public Company shall prepare and file with the SEC a joint registration statement on Form S-4 or Form F-4, as applicable, including a proxy statement (the “Registration Statement”).

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

PCAOB Financial Statements		The Private Company shall deliver to the Public Company PCAOB audited financial statements prepared in accordance with U.S. GAAP on a date to be mutually agreed upon among the parties as to be provided in the Merger Agreement.
6. POST-CLOSING GOVERNANCE
Board of Directors		Effective as of the Effective Time, the entire Board of Directors of the combined company shall be reconstituted. All incumbent directors of the Public Company shall resign at or immediately prior to Closing. All seats on the post-Closing Board of Directors shall be filled by individuals designated by the Private Company (EnChem America) (the “EnChem Designees”). The initial post-Closing Board shall consist of not fewer than five (5) and not more than seven (7) directors, all of whom shall be designated by EnChem America, subject to a minimum of three (3) such designees satisfying applicable Nasdaq director independence requirements. The Private Company shall deliver to the Public Company a written list of all EnChem Designees no later than five (5) Business Days prior to the Closing Date.
Board Resignation Covenant		As a condition precedent to Closing, each incumbent director of the Public Company shall execute and deliver to the Private Company a letter of resignation from the Board of Directors and all committees thereof, to become effective at the Effective Time. Such resignations shall be delivered no later than two (2) Business Days prior to the anticipated Closing Date and shall be irrevocable.
Executive Officers		All senior executive officers of the Public Company (including the Chief Executive Officer, Chief Financial Officer, and any other C-suite positions) shall tender their resignations effective at the Effective Time. The post-Closing senior management team, including all C-suite positions, shall be designated by EnChem America and shall be set forth in a management designation notice delivered by EnChem America to the Public Company no later than five (5) Business Days prior to the Closing Date.
Transfer of Control Summary		Upon the Closing, the following control transfer steps shall occur concurrently at the Effective Time: (i) Class B Conversion: all Class B shares convert to Class A on a 1:1 basis; (ii) Board Reconstitution: all incumbent directors resign; EnChem Designees assume all seats; (iii) Management Change: all incumbent C-suite officers resign; EnChem designees appointed; The combined effect of steps (i) through (iii) constitutes a full transfer of economic ownership and operational control of the combined company to EnChem America and its shareholders.
Charter and Bylaws		An Amended and Restated Certificate of Incorporation shall be adopted at or prior to Closing to: (i) eliminate the Class B Common Stock and re-designate all shares as a single class of Common Stock; (ii) remove any super-voting rights or other preferential rights previously attaching to Class B shares; and (iii) reflect such other governance changes as are necessary to vest full operational control in the post-Closing management team designated by EnChem America. Amended and Restated Bylaws shall be adopted at Closing to be consistent with the foregoing.

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

7. REPRESENTATIONS, WARRANTIES, AND COVENANTS
Scope		The Merger Agreement shall contain customary representations and warranties of each party covering, without limitation: organization and good standing; authorization; capitalization; financial statements; absence of Material Adverse Effect; intellectual property; material contracts; litigation; tax matters; compliance with laws; employee benefits; and related party transactions.
Pre-Closing Covenants		From the date of the Merger Agreement through the Effective Time each party shall make customary covenants including, without limitation: (i) each party shall conduct its business in the ordinary course consistent with past practice; (ii) each party shall use commercially reasonable efforts to preserve material business relationships; (iii) the parties shall cooperate in the preparation of all SEC filings; and (iv) each party shall refrain from actions that would materially impair consummation of the Transaction.
8. LOCK-UP AND REGISTRATION RIGHTS
Lock-Up		All Merger Shares issued to the pre-Closing equity holders of the Private Company shall be subject to lock-up restrictions for a period one-hundred eighty days following the Closing Date.
Registration Rights		At Closing, the Public Company shall execute a Registration Rights Agreement pursuant to which the Public Company shall register the resale of the Merger Shares under the Shelf or a new registration statement, as applicable, upon expiration of the applicable lock-up period. The Public Company shall maintain such registration for not less than [36 months following expiration of the lock-up.
9. EXCLUSIVITY
9.1 Exclusivity Period. From the date of execution of this Term Sheet through the earlier of (i) ninety (90) days following such date, or (ii) mutual written termination of this Term Sheet (the “Exclusivity Period”), the Public Company shall be bound by the exclusivity obligations set forth in this Section 9. The Exclusivity Period shall automatically extend for additional successive periods of thirty (30) calendar days each (each a “Renewal Period”) unless the Private Company delivers written notice of non-renewal to the Public Company at least 5 Business Days prior to the expiration of the then-current Exclusivity Period or Renewal Period. 9.2 Obligations of the Public Company — Exclusivity. During the Exclusivity Period (and any Renewal Period), the Public Company and its officers, directors, employees, and agents shall not, directly or indirectly: (a) solicit, initiate, or knowingly encourage any inquiry, proposal, or offer from any Person (meaning any individual, corporation, partnership, limited liability company, trust, joint venture, association, governmental authority, or other entity) other than the Private Company regarding any merger, business combination, sale of assets, or change-of-control transaction involving the Public Company (an “Alternative Public Transaction”); (b) participate in any discussions or negotiations regarding any Alternative Public Transaction; or (c) approve, recommend, or enter into any letter of intent or definitive agreement with respect to any Alternative Public Transaction. The Public Company shall notify the Private Company in writing within forty-eight (48) hours upon receipt of any Alternative Public Transaction inquiry or proposal. Notwithstanding the foregoing, nothing in this Section 9 shall prevent the board of directors of the Public Company from (i) considering, in good faith and upon advice of counsel, any unsolicited bona fide written proposal from a Person other than the Private Company that the board of directors of the Public Company determines, in good faith and upon advice of counsel, constitutes or would reasonably be expected to lead to a Superior Proposal, or (ii) taking any action, or refraining from taking any action, that the board of directors of the Public Company determines in good faith, upon advice of counsel, is required to comply with its fiduciary duties under applicable law. “Superior Proposal” means a bona fide written proposal for an Alternative Public Transaction that the board of directors of the Public Company determines, in good faith and after consultation with its outside legal and financial advisors, would, if consummated, be more favorable from a financial point of view to the shareholders of the Public Company than the Transaction.

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

10. TERMINATION
Termination Rights		The Merger Agreement shall provide for termination: (a) by mutual written consent; (b) by either party if Closing has not occurred by the date 12 months following the date of the Merger Agreement (the “Outside Date”); (c) upon entry of a final, non-appealable governmental order; (d) upon failure of required stockholder approvals; or (e) by either party upon material uncured breach by the other party (subject to a thirty (30) day cure period).
11. EXPENSES
Except as otherwise provided in the definitive Merger Agreement: (i) each party shall bear its own legal, accounting, financial advisory, and other transaction costs and expenses; and (ii) shared costs (including SEC filing fees and printing) shall be allocated equally between the parties.
12. DEFINITIVE DOCUMENTATION
Merger Agreement		The parties shall negotiate in good faith and execute a definitive Agreement and Plan of Merger (the “Merger Agreement”) containing representations, warranties, covenants, conditions, indemnification provisions, and other terms customary for a reverse merger transaction of this nature.
Ancillary Documents		The parties shall negotiate in good faith and execute ancillary documents which may include, without limitation, the following: Lock-Up Agreements; Registration Rights Agreement; Voting Agreements; Officer and Director Indemnification Agreements; Amended Certificate of Incorporation and Bylaws; and such other agreements and instruments as are customary for a revere merger transaction of this type.
13. CONFIDENTIALITY
This Term Sheet and all information exchanged by the parties in connection with the Transaction are strictly confidential and shall not be disclosed to any third party without the prior written consent of the other party, except: (i) to each party’s respective legal, financial, and accounting advisors subject to equivalent confidentiality obligations; (ii) as required by applicable law or SEC or Nasdaq rules (with prior written notice where permitted by law); or (iii) as required to obtain required regulatory approvals. Any existing Non-Disclosure Agreement between the parties remains in full force and is supplemented, not superseded, by this Section 13. Notwithstanding the confidentiality obligations set forth herein, any information that Enchem is required to disclose pursuant to the KOSDAQ disclosure rules and other applicable laws and regulations of the Republic of Korea shall be excluded from the scope of such confidentiality obligations.

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

14. GOVERNING LAW AND JURISDICTION
The provisions of this Term Sheet shall be governed by the laws of the State of Delaware.  Any dispute arising under the provisions hereof shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware.  EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THE PROVISIONS OF THIS TERM SHEET.
15. BINDING NATURE
Binding Disclaimer		Notwithstanding any provision of this Term Sheet, all terms, statements, representations, commitments, and agreements contained in this term sheet shall become legally fully valid and enforceable obligations (Legally Binding and Enforceable Obligations) simultaneously with the formal signing and sealing by both parties. Both parties acknowledge and affirm that this term sheet serves as a prerequisite to the definitive merger agreement (Definitive Merger Agreement) to be executed in the future, and at the same time constitutes in itself a final agreement establishing the mutual legal rights and obligations between the parties.
Public Announcement		The Parties hereby acknowledge that given the binding nature of this Term Sheet, that the information contained herein and this Term Sheet will need to be shared publicly in jurisdictions governing all of the relative Parties. As such, the Parties agree to work together to draft and issue all press releases, public announcements and public filings regarding this Term Sheet or the proposed Transaction. Neither party shall, without the prior written consent of the other party, except as required by applicable law rules shall issue any such announcements or filings without providing the other Party time to comment on such announcement or filing.
Counterparts		This Term Sheet may be executed in counterparts, including by PDF or electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Summary Term Sheet Project Oceans — Reverse Merger / RTO STRICTLY CONFIDENTIAL Public Company: The Growhub Limited (TGHL)

Signature Page

By executing below, the parties indicate their agreement with the principal terms described herein, effective as of the date of last signature below.

The Public Company			The Private Company
The Growhub Limited, Nasdaq: TGHL			EnChem America, Inc.
By:	/s/ Lester chan		By:	/s/ Jung Kang Oh
Name:	Lester chan		Name:	Jung Kang Oh
Title:	Director		Title:	CEO
Date:	28 May 2026		Date:	29 May 2026

* * *

FAQ

What reverse merger has GrowHub (TGHL) agreed to with EnChem America?

GrowHub signed a binding summary term sheet for a reverse merger with EnChem America. EnChem will merge into a new GrowHub subsidiary and be treated as the accounting acquiror, with EnChem’s pre-closing equity holders owning 85% of fully diluted GrowHub at closing, subject to extensive conditions.

How will GrowHub’s ownership structure change after the EnChem merger?

Post-closing, EnChem’s pre-merger equity holders are expected to own 85% of GrowHub. Existing GrowHub shareholders would retain 15% of fully diluted equity. All Class B shares convert 1:1 into Class A, and the post-closing board and management will be designated entirely by EnChem America.

What valuation and price protections are included in the GrowHub–EnChem deal?

The agreed equity value of EnChem for the merger is at least USD 400,000,000. If GrowHub’s Closing VWAP is below USD 4.00 per share, EnChem can terminate the agreement within five business days, without liability or a termination fee, under the floor-protection provision.

What regulatory and shareholder approvals are required for the GrowHub–EnChem merger?

The merger requires stockholder approvals for both GrowHub and EnChem. It also depends on Nasdaq approval for listing the merger shares, SEC effectiveness of any required registration statements and a USD 200,000,000 shelf, and any necessary HSR or CFIUS clearances, plus customary closing conditions.

How will GrowHub’s governance change if the EnChem reverse merger closes?

At closing, all current GrowHub directors and senior executives will resign. A new board of five to seven directors, all designated by EnChem America, will take over, and EnChem will designate the entire C-suite. Charter and bylaw amendments will eliminate Class B super-voting rights and consolidate into one class.

What post-closing lock-up and resale rights apply to EnChem shareholders in GrowHub?

All merger shares issued to EnChem’s pre-closing equity holders will be locked up for 180 days. After the lock-up, GrowHub must register the resale of these shares under a shelf or new registration statement and maintain that registration for at least 36 months following lock-up expiration.

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