Enchem is set to enter the U.S. capital markets through a reverse triangular merger with the U.S. Nasdaq-listed company THE GROWHUB LIMITED.

In a regulatory filing on the 15th, Enchem announced that its subsidiary Enchem America Inc. will pursue a reverse triangular merger with Merger Sub, Inc., a subsidiary to be established by THE GROWHUB LIMITED. The merger structure involves the merger of Merger Sub, a subsidiary of THE GROWHUB LIMITED, with Enchem America. Following the merger, the surviving entity will be Enchem America, while the dissolved entity will be Merger Sub, Inc., a special purpose company (SPC) established for the merger.

Upon completion of the transaction, THE GROWHUB LIMITED will hold a 100% stake in Enchem America. Enchem will acquire new shares issued by THE GROWHUB LIMITED to secure a minimum 85% stake, becoming the largest shareholder. Enchem will execute the transaction through a stock swap method, acquiring 85% of THE GROWHUB LIMITED's shares via new share issuance in exchange for its 100% stake in Enchem America.

The acquisition amount is 596.88 billion KRW (400 million USD), with the scheduled acquisition date of October 8, 2026. Following the completion of the transaction, the board of directors of THE GROWHUB LIMITED will be composed of directors designated by Enchem. The company intends to establish a foundation for capital raising in the U.S. capital markets through this transaction.

However, conditions for contract termination have also been specified. The agreement may be terminated if any of the following situations arise: mutual agreement between the parties, failure to close the transaction by December 2, 2026, restrictions on the transaction by government authorities, breach of contract, refusal of continued listing or delisting by Nasdaq, or failure to obtain shareholder approval.

Currently, THE GROWHUB LIMITED has received a delisting notice from Nasdaq due to its failure to meet minimum share price and continued listing financial requirements, and a hearing process is underway. Enchem plans to demonstrate during the hearing process that it can meet the continued listing requirements based on its plans for a stock consolidation, merger, and investment attraction.

Meanwhile, the merger ratio will be calculated after the establishment of Merger Sub, Inc., which is expected to be completed by July 31, 2026, and will be disclosed separately.