Enchem Decides on KRW 600 Billion Stock Swap... Pursues Acquisition of Nasdaq-Listed Company via US Subsidiary

Secondary battery electrolyte specialist Enchem is pushing for the acquisition of a US Nasdaq-listed company through a massive KRW 600 billion stock swap (equity exchange) mediated by its US subsidiary. This is a measure to expand its local US business and lay the foundation for capital procurement.

Enchem announced on the 15th that it held a board of directors meeting and decided to acquire at least 85% of the shares of THE GROWHUB LIMITED (hereinafter TGHL), a Singapore-based Nasdaq-listed company. The acquisition amount is approximately KRW 596.88 billion (USD 400 million), which amounts to 124.07% of Enchem's equity capital and 53.89% of its total assets. The expected transaction closing date is October 8, 2026.

This transaction will be conducted as a stock swap in which Enchem transfers its 100% stake in its local US subsidiary, Enchem America, Inc., to TGHL in exchange for newly issued shares from TGHL. Specifically, it will go through a 'reverse triangular merger' between Enchem America and a special purpose acquisition company (Merger Sub, Inc.) that TGHL plans to establish in the US. Upon completion of the merger, the Merger Sub will be dissolved and Enchem America will remain as the surviving entity, while Enchem will secure at least an 85% stake in TGHL to become its largest shareholder. Through this, the structure will be reorganized so that TGHL controls Enchem America as a 100% subsidiary. Samdo Accounting Corporation, an external evaluation agency, assessed the corporate value of Enchem America, the target of this merger, at the USD 400 million level.

However, whether the acquired entity TGHL maintains its Nasdaq listing is a major variable in this transaction. Currently, TGHL has received a notice of delisting from Nasdaq due to failing to meet the minimum stock price and continued listing financial requirements. The delisting process has been suspended as a hearing has been requested, and TGHL plans to clarify its fulfillment of Nasdaq's listing financial requirements based on a reverse stock split and this merger plan. If the Nasdaq exchange makes a final decision to delist, or if the transaction is not closed by December 2, 2026, this contract may be terminated.