GrowHub flagged for Nasdaq equity deficiency

The GrowHub Limited has been notified by Nasdaq that it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.

Rhea-AI Filing Summary

The GrowHub Limited has been notified by Nasdaq that it no longer meets the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while the Company reported $2,299,129 as of December 31, 2025 in its Form 20-F.

The notification does not immediately affect trading, and GrowHub’s securities continue to trade under the symbol TGHL. The Company has until July 10, 2026 to submit a plan to regain compliance and Nasdaq may grant up to 180 additional days to demonstrate compliance if the plan is accepted. Management states it is working on financial projections and a remediation plan, but there is no assurance these efforts will succeed.

Positive

• None.

Negative

• Formal Nasdaq equity deficiency: Reported stockholders’ equity of $2,299,129 is below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1), placing the Company in non-compliance and introducing risk to its continued Nasdaq Capital Market listing if compliance is not restored.

Insights

Equity market and listing standards analyst

Nasdaq equity deficiency raises listing risk if compliance is not restored.

GrowHub reported stockholders’ equity of $2,299,129, below the Nasdaq Capital Market minimum of $2,500,000 under Listing Rule 5550(b)(1). Nasdaq’s notice confirms a formal deficiency but allows time for remediation while shares continue trading under TGHL.

The Company has until July 10, 2026 to submit a compliance plan, and Nasdaq may grant up to 180 additional days from the notification date to evidence compliance if the plan is approved. Continued listing therefore depends on improving equity, likely via earnings, capital raising, or balance sheet actions disclosed in future filings.

For now, the notice is structurally negative because it highlights a thin equity cushion and formal non-compliance with a key listing rule. Subsequent disclosures on the submitted plan and any Nasdaq determinations after the 45-day window will clarify whether the Company successfully restores compliance.

Key Figures

Reported stockholders’ equity: $2,299,129 Nasdaq minimum equity requirement: $2,500,000 Plan submission deadline: July 10, 2026 +1 more

4 metrics

Reported stockholders’ equity $2,299,129 As reported in Form 20-F for period ended December 31, 2025

Nasdaq minimum equity requirement $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1) for continued listing

Plan submission deadline July 10, 2026 45 calendar days from May 26, 2026 Nasdaq notification

Potential extension period 180 calendar days Maximum additional time from notification date if Nasdaq approves plan

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, Nasdaq Capital Market, forward-looking statements, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"does not meet the minimum shareholders’ equity criteria of $2,500,000 in stockholders’ equity required under the Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"based on the reported stockholders’ equity of $2,299,129 of the Company as reported in its Form 20-F"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Capital Market regulatory

"does not meet the minimum shareholders’ equity criteria ... required under the Nasdaq Listing Rule 5550(b)(1) for continued listing"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

forward-looking statements regulatory

"Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

continued listing regulatory

"minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market"

When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did The GrowHub Limited (TGHL) receive a Nasdaq deficiency notice?

The GrowHub Limited received a Nasdaq notice because its reported stockholders’ equity of $2,299,129 fell below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). This non-compliance is based on figures in its Form 20-F for the period ended December 31, 2025.

Does the Nasdaq equity deficiency notice immediately affect TGHL’s Nasdaq listing?

The Nasdaq equity deficiency notice does not immediately affect GrowHub’s listing. Its securities continue to trade on the Nasdaq Capital Market under the symbol TGHL. The Company currently retains its listing while it works on a compliance plan within Nasdaq’s specified timeframe.

What deadline has Nasdaq given GrowHub (TGHL) to address the equity shortfall?

Nasdaq has given GrowHub until July 10, 2026, or 45 calendar days from the May 26, 2026 notification, to submit a plan to regain compliance. If Nasdaq approves the plan, it may grant up to 180 calendar days from the notification date to evidence compliance.

How far below Nasdaq’s equity requirement is GrowHub’s stockholders’ equity?

GrowHub reported stockholders’ equity of $2,299,129, while Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000. This represents a shortfall of just over $200,000 relative to the minimum equity threshold for continued listing on the Nasdaq Capital Market.

What actions does GrowHub plan to take to regain Nasdaq compliance?

GrowHub states it intends to regain compliance within the applicable period and is working on a plan, including financial projections. Details of specific measures are not outlined here, but the Company plans to submit its remediation plan to Nasdaq before the July 10, 2026 deadline.

Is GrowHub’s business affected by the Nasdaq stockholders’ equity notice?

GrowHub states that its business and operations are not affected by the Nasdaq notice. The development concerns compliance with Nasdaq’s stockholders’ equity listing requirement, while day-to-day operations and trading of its securities on the Nasdaq Capital Market continue unchanged at this time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Accepted by SEC EDGAR 05/28/2026 - 05:00 PM Learn about SEC filing dates

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.7 KB