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.
Nasdaq
Stockholders’ Equity Deficiency Letter
On
May 26, 2026, The GrowHub Limited (the “Company”) received written notification from the Nasdaq Capital Market (“Nasdaq”)
dated May 26, 2026, indicating that, based on the reported stockholders’ equity of $2,299,129 of the Company as reported in its
Form 20-F for the period ended December 31, 2025, filed with the Securities and Exchange Commission on May 15, 2026, the Company does
not meet the minimum shareholders’ equity criteria of $2,500,000 in stockholders’ equity required under the Nasdaq Listing
Rule 5550(b)(1) (the “Listing Rule”) for continued listing (the “Nasdaq Letter”).
The
Nasdaq Notice has no immediate effect on the listing of the Company’s securities, and they will continue to trade on the Nasdaq
Capital Market under the symbol “TGHL”.
The
Company intends to regain compliance within the applicable compliance period and is currently working on a plan including financial projections.
During
this time, the Company’s securities will continue to be listed and trade on the Nasdaq Capital Market and the Company’s business
and operations are not affected by the receipt of the Nasdaq Notice. Although the Company will use all reasonable efforts to achieve
compliance with applicable Listing Rules, there can be no assurance that the Company will be successful in its efforts.
The
Company issued a press release on this development on May 28, 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 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:
May 28, 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 Notification Letter Regarding Stockholders’ Equity Deficiency
SINGAPORE,
May 28, 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 notification letter
from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 26, 2026, notifying the Company that, based on the reported stockholders’
equity of $2,299,129 of the Company as reported in its Form 20-F for the period ended December 31, 2025, filed with the Securities and
Exchange Commission (the “SEC”) on May 15, 2026, it was no longer in compliance with the minimum stockholders’ equity
requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain
stockholders’ equity of at least $2,500,000.
The
Nasdaq notification does not affect the listing of the Company’s securities at this time. The notification provides the Company
has until July 10, 2026, or 45 calendar days from the date of the notification, to submit to Nasdaq a plan to regain compliance with
Nasdaq Listing Rule 5550(b)(1). The Company intends to regain compliance within the applicable compliance period and is currently working
on a plan.
If
the plan is approved, Nasdaq can grant an extension of up to 180 calendar days from the date of the notification letter to evidence compliance.
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
