Enchem has postponed the schedule for the reverse triangular merger between its U.S. subsidiary Enchem America Inc. and Nasdaq-listed THE GROWHUB LIMITED to December 7.

Enchem announced on the 8th, through amended disclosures on the 'Decision on Company Merger' and 'Decision on Transfer and Acquisition of Shares and Investment Securities of Other Corporations,' that the merger date, originally scheduled for October 8, has been changed to December 7. The scheduled merger registration date, new share certificate delivery date, and share transfer and acquisition dates were also adjusted to the same day.

Stock Swap Worth 596.88 Billion Won... 85% Stake to Be Secured Upon Merger Completion

This transaction will proceed as a stock swap, in which Enchem transfers 100% of its stake in Enchem America to THE GROWHUB and, in return, acquires new shares issued by THE GROWHUB. The transfer and acquisition amounts are each 596.88 billion won, equivalent to 124.07% of Enchem's equity capital of 481.09682 billion won.

The merger is a reverse triangular merger. Merger Sub, Inc. (SPC), which is scheduled to be established as a subsidiary of THE GROWHUB, will merge with Enchem America and then dissolve, leaving Enchem America as the surviving entity.

Once the merger is completed, Enchem will secure at least an 85% stake in THE GROWHUB, gaining management control as the largest shareholder. Accordingly, THE GROWHUB will be restructured to hold 100% of Enchem America's shares. Enchem cited expanding its U.S. business and establishing a foundation for attracting investment as the purposes of this transaction.

Merger Ratio Still Undetermined... Merger Sub Establishment Date Also Postponed to November 30

The merger ratio has not yet been finalized. Enchem changed the scheduled establishment date of the merger counterparty, Merger Sub, Inc., from the previous July 31 to November 30, and plans to calculate the merger ratio and re-disclose it after the establishment is completed.

THE GROWHUB's Delisting Risk and Contract Termination Conditions Also Key Issues

Meanwhile, Enchem disclosed that THE GROWHUB received a delisting notice from Nasdaq due to failure to meet the minimum stock price requirement and continued listing financial requirements. THE GROWHUB has requested a Nasdaq hearing, and the delisting procedure has been suspended until the hearing results are finalized.

The disclosure also included a condition that if the merger transaction is not concluded by December 2, 2026, the contract may be terminated through written notice after that date. This is earlier than the revised merger date of December 7.

Enchem explained that the merger date and other related schedules may change depending on the U.S. Securities and Exchange Commission (SEC) approval timeline and the process of consultation and approval with relevant institutions.