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 June, 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.
Receipt
of Nasdaq Staff Determination Letter and Intention to Request Hearing
On
June 5, 2026, The GrowHub Limited (the “Company”) received a Staff Determination Letter (the “Staff Determination Letter”
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated June 5, 2026, notifying the Company
that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market unless the Company timely requests
a hearing before the Nasdaq Hearings Panel.
As
previously disclosed, on December 3, 2025, Nasdaq notified the Company that the bid price of the Company’s listed securities had
closed below $1.00 per share for 30 consecutive business days and, as a result, the Company was not in compliance with Nasdaq Listing
Rule 5550(a)(2). The Company was provided 180 calendar days, or until June 1, 2026, to regain compliance with the rule.
According
to the Staff Determination Letter, the Company did not regain compliance with Nasdaq Listing Rule 5550(a)(2) by June 1, 2026 and is not
eligible for a second 180-day compliance period because the Company does not currently satisfy the initial listing requirements relating
to $5,000,000 stockholders’ equity, $50 million market value of listed securities, or $750,000 pre-tax income, as required under
Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), respectively. Nasdaq also stated that the Company did not comply with the
minimum $2,500,000 stockholders’ equity requirement for continued listing under Nasdaq Listing Rule 5550(b), which serves as an
additional basis for delisting.
The
Company intends to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”) and to request an extended stay
of any suspension pending the hearing and the Panel’s determination. There can be no assurance that the Panel will grant the Company’s
request for a continued stay or that the Company will be able to regain compliance with all applicable Nasdaq listing requirements within
any exception period that may be granted by the Panel.
The
Company is actively working to address the matters identified by Nasdaq, including matters relating to bid price compliance and stockholders’
equity compliance. The Company intends to provide Nasdaq with a compliance plan in connection with the hearing process.
The
Company issued a press release on this development on June 9, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated June 9, 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 9, 2026
| |
THE
GROWHUB LIMITED |
| |
|
|
| |
By: |
/s/
Chan Choon Yew Lester |
| |
Name: |
Chan
Choon Yew Lester |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
THE
GROWHUB LIMITED Announces Receipt of Nasdaq Staff Determination Letter and Intention to Request Hearing
SINGAPORE,
June 9, 2026 – THE GROWHUB LIMITED (NASDAQ: TGHL) (“GrowHub” or the “Company”), a Singapore-based company
leveraging blockchain technology to enhance product traceability and authenticity, today announced that it received a letter from The
Nasdaq Stock Market LLC (“Nasdaq”) on June 5, 2026, notifying that the Nasdaq Listing Qualifications Department has determined
to delist the Company’s securities from the Nasdaq Capital Market (the “Staff Determination Letter”).
As
previously disclosed, on December 3, 2025, Nasdaq notified the Company that the bid price of its listed securities had closed below $1.00
per share for 30 consecutive business days and, as a result, the Company did not comply with Nasdaq Listing Rule 5550(a)(2). The Company
was provided 180 calendar days, or until June 1, 2026, to regain compliance with the rule.
According
to the Staff Determination Letter, the Company failed to regain compliance within the 180-calendar-day compliance period, and is not
eligible for a second 180-day period, as the Company does not meet the initial listing requirements relating to $5 million stockholders’
equity, $50 million market value of listed securities, or $750,000 pre-tax income, as required under Nasdaq Listing Rules 5550(b)(1),
5550(b)(2), or 5550(b)(3), respectively.
In
addition, Nasdaq stated that the Company did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued
listing under Nasdaq Listing Rule 5550(b), which serves as an additional basis for delisting.
The
Company intends to appeal the Staff Determination Letter and request a hearing before the Nasdaq Hearings Panel (the “Panel”)
by June 12, 2026.
The
Company is actively working to address the matters identified by Nasdaq, including matters relating to bid price compliance and stockholders’
equity compliance. The Company intends to provide Nasdaq with a compliance plan in connection with the hearing process.
About
THE GROWHUB LIMITED
The
GrowHub Limited is a Singapore-based company specializing in enhancing product traceability and authenticity within supply chains through
its proprietary blockchain technology platform. GrowHub offers solutions such as blockchain traceability, anti-counterfeit measures,
and carbon management to promote transparency and sustainability. GrowHub’s business comprises three main divisions: the GrowHub
Platform, a revolutionary traceability blockchain technology solution, product trading facilitation offering, and IT professional services.
For more information, visit https://thegrowhub.co/.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company’s current expectations. Investors can find many (but not all) of these statements by
the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “will,” “would,”
“should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct.
The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read
the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment
decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Contacts
THE
GROWHUB LIMITED
media@thegrowhub.co
