On May 28, 2026 GrowHub Signed Merger Term Sheet With EnChem America, Granting EnChem Shareholders 85% Ownership In Combined Company

On May 28, 2026, The GrowHub Limited (NASDAQ:TGHL) ("GrowHub" or the "Company") entered into a binding summary term sheet (the "Term Sheet") with EnChem America, Inc. ("EnChem") in connection to a proposed business combination between GrowHub and EnChem wherein EnChem shall merge with a newly formed, wholly-owned subsidiary of GrowHub and become the surviving company post-merger (the "Proposed Merger").

Under the Term Sheet, immediately upon closing of the Proposed Merger (the "Closing"), EnChem shall receive 85% of the equity of GrowHub on a fully diluted basis (the "Merger Shares"), and the pre-Closing equity holders of GrowHub shall retain 15% of the equity of GrowHub on a fully diluted basis. The obligation of the parties to consummate the Proposed Merger shall be subject to the satisfaction or waiver (if permitted by applicable law) of customary closing conditions as the parties may agree in the definitive merger agreement.

In addition, GrowHub stockholders must approve the issuance of the Merger Shares pursuant to Nasdaq Listing Rule 5635(a).

A copy of the Term Sheet is furnished as Exhibit 99.1 to this Report on Form 6-K. All terms, statements, representations, commitments, and agreements contained in the Term Sheet shall become legally fully valid and enforceable obligations simultaneously with the formal signing and sealing by both parties.

The foregoing descriptions of the Term Sheet and the Proposed Merger in this Report on Form 6-K do not purport to be complete and are subject to, and qualified in their entirety by reference to the Term Sheet furnished as Exhibit 99.1 and to the definitive agreements, if and when executed.