[Amended] Material event report (merger)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-06) →

What happened

Material Event Report (Merger Decision) 6.1 Parataxis Ethereum Co., Ltd.

Amendment Report (Disclosure) Date: July 20, 2026

1. Disclosure document being amended: Material Event Report (Merger Decision) 2. Original filing date of the disclosure document being amended: April 7, 2026 3. Amended items:

Item: 3. Material effects and impact of the merger - Reason: revision of wording to maximize shareholder value. Before - (b) Improving management efficiency and protecting shareholder value: We intend to proactively remove the uncertainty that may arise from a listing-eligibility review, among other issues, following the recent designation of the absorbed company as an administrative issue. Rather than exposing shareholders to a lengthy review process, we will maximize management efficiency by concentrating business capabilities around Parataxis Ethereum and maintain stable market access, protecting shareholder value as our top priority. After - (b) Improving management efficiency and protecting shareholder value: We intend to proactively resolve the uncertainty regarding continued listing that arose after the absorbed company was recently designated as an administrative issue and received a delisting decision. We will prevent shareholders from being exposed to a listing-continuation decision process that could take a long time, and by concentrating business capabilities around Parataxis Ethereum Co., Ltd., we will maximize management efficiency while securing stable access to the capital markets, protecting shareholder value as our top priority.

Item: 8. Merger counterparty - amended financial information - Reason: correction of the counterparty's financial figures. Before (most recent fiscal year, KRW): Total assets 33,492,251,613; Capital stock 25,765,514,000; Total liabilities 5,927,588,110; Revenue 2,178,072; Total equity 27,564,663,503; Net income -19,932,969,236. After (most recent fiscal year, KRW): Total assets 70,830,847,354; Capital stock 53,040,316,500; Total liabilities 27,041,242,655; Revenue 9,000,000; Total equity 43,789,604,699; Net income -32,239,564,842.

Item: 10. Merger schedule - Reason: revision following a schedule change. Before: Merger agreement date April 7, 2026; Shareholder record date June 26, 2026; Shareholder register closure period none; Period to receive notices of merger objection July 20, 2026 - August 3, 2026; Expected shareholders' meeting date August 4, 2026; Appraisal (share purchase) rights exercise period August 4, 2026 - August 24, 2026; Old share certificate submission period none; Expected trading suspension period none; Creditor objection period August 14, 2026 - September 28, 2026; Merger effective date October 1, 2026; Completion-report general meeting date October 1, 2026; Expected merger registration date October 14, 2026; Expected new share certificate delivery date none; Expected listing date of new shares October 23, 2026. After: Merger agreement date April 7, 2026; Shareholder record date September 28, 2026; Shareholder register closure period none; Period to receive notices of merger objection September 28, 2026 - November 26, 2026; Expected shareholders' meeting date November 27, 2026; Appraisal rights exercise period November 27, 2026 - December 17, 2026; Old share certificate submission period none; Expected trading suspension period none; Creditor objection period November 27, 2026 - December 28, 2026; Merger effective date January 1, 2027; Completion-report general meeting date January 4, 2027; Expected merger registration date January 4, 2027; Expected new share certificate delivery date none; Expected listing date of new shares January 27, 2027.

Item: 13. Matters concerning appraisal (share purchase) rights - exercise procedure, method, period, and location - amended. Before: (a) Method of expressing dissent - Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder recorded in the register of the merging companies as of the shareholder record date (June 26, 2026) - appraisal rights under Article 165-5 are granted only to a shareholder who can prove it entered into a share acquisition agreement by the date the board resolution on this merger was disclosed (April 7, 2026), or who can prove that, by the business day following that disclosure (April 8, 2026), it had (i) entered into a sale and purchase agreement for the shares, (ii) terminated a securities lending agreement for the shares, or (iii) performed another legal act to acquire the shares, and continuously held the shares through the date it exercises appraisal rights - must notify the company in writing, before the shareholders' meeting, of its dissent to the merger resolution. A beneficial shareholder whose shares are held in custody by a securities company must instead notify that securities company. Notice of dissent must be given no later than three business days before the shareholders' meeting (July 30, 2026). The securities company must report beneficial shareholders' dissent to the Korea Securities Depository no later than two business days before the meeting (July 31, 2026). The Depository must notify the company on behalf of beneficial shareholders one business day before the meeting (August 3, 2026). (b) Method of requesting the purchase - A dissenting shareholder who has notified the company in writing before the shareholders' meeting may, within 20 days from the resolution date, request in writing, stating the type and number of shares, that the company purchase all or part of its shares. A beneficial shareholder whose shares are held in custody by a securities company may request the purchase through that company. A request made no later than two business days before the end of the exercise period (August 20, 2026) will be filed on the shareholder's behalf by the Korea Securities Depository. Once exercised, appraisal rights cannot be cancelled or withdrawn without the company's consent. (c) Place of receipt: (1) Parataxis Ethereum Co., Ltd. (surviving company) - Special shareholders (existing registered shareholders): Room 405, Building D, 26 Beopwon-ro 9-gil, Songpa-gu, Seoul; General shareholders (existing beneficial shareholders): the relevant securities company. (2) Parataxis Korea Co., Ltd. (absorbed company) - Special shareholders: Suite 303, C's Tower, 58 Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do; General shareholders: the relevant securities company. (d) Request period: Period to receive notices of merger objection July 20, 2026 - August 3, 2026; Expected shareholders' meeting date August 4, 2026; Appraisal rights exercise period August 4, 2026 - August 24, 2026. After: same structure, with the following updated dates - (a) as of the shareholder record date (September 28, 2026); notice of dissent no later than three business days before the meeting (November 23, 2026); securities company reports to the Depository no later than two business days before the meeting (November 24, 2026); the Depository notifies the company one business day before the meeting (November 25, 2026). (b) a request made no later than two business days before the end of the exercise period (December 14, 2026) will be filed by the Depository. (c) same addresses as above, unchanged. (d) Request period: September 28, 2026 - November 26, 2026; Expected shareholders' meeting date November 27, 2026; Appraisal rights exercise period November 27, 2026 - December 17, 2026.

Item: 13 (continued) - payment timing and method - amended. Before: (a) Method of payment - special shareholders will be paid by transfer to their registered bank account; general shareholders holding shares in custody at a securities company will be paid into their own account at that company. (b) Expected payment dates: Parataxis Ethereum Co., Ltd. September 28, 2026; Parataxis Korea Co., Ltd. September 28, 2026 (subject to change due to the merging companies' circumstances). After: (a) unchanged. (b) Parataxis Ethereum Co., Ltd. December 31, 2026; Parataxis Korea Co., Ltd. December 31, 2026 (same caveat).

Item: 18. Other material matters for investors' reference - amended. (c) The most recent fiscal year's financial information for Parataxis Korea Co., Ltd. under "8. Merger counterparty": Before - based on consolidated financial statements as of the end of 2024. After - based on consolidated financial statements as of the end of 2025. (e) The completion-report general meeting under "10. Merger schedule" is replaced, under Article 526(3) of the Commercial Act, by a board resolution and public notice. Before - on October 1, 2026. After - on January 4, 2027. (j) Before - Parataxis Korea Co., Ltd. may be subject to a substantive listing-eligibility review under Article 56(1)(16) of the KOSDAQ Market Listing Regulations, and the Korea Exchange may decide to delist it. If delisted before the merger is completed, Parataxis Korea Co., Ltd. would become unlisted, the merger ratio could be recalculated under relevant valuation standards such as the intrinsic-value method, the parties might need to amend the merger agreement and obtain renewed approvals, and the merger could be delayed, altered, or discontinued; the transaction structure and final terms could also change depending on relevant laws and regulators' judgment. After - Parataxis Korea Co., Ltd. is subject to a substantive listing-eligibility review under Article 56(1)(16) of the KOSDAQ Market Listing Regulations, and on July 1, 2026 the Korea Exchange's Corporate Review Committee resolved to delist Parataxis Korea Co., Ltd. common shares. Parataxis Korea Co., Ltd. may file an objection within 15 business days of receiving notice of the delisting decision; absent an objection, delisting proceeds after that period expires, and if an objection is filed, the KOSDAQ Market Committee will decide within 20 business days of the filing whether to delist the company or grant an improvement period. If delisting is finalized before the merger is completed, Parataxis Korea Co., Ltd. will become unlisted, and the merger ratio may be recalculated or changed under relevant laws and valuation standards such as the intrinsic-value method; the parties may need to amend the merger agreement's principal terms (merger ratio, consideration, structure) and obtain renewed board or shareholder approval, which could delay, alter, or discontinue the merger. The transaction structure and the merger's final terms may also change depending on relevant laws and the judgment of financial authorities.

Material Event Report / Matter Subject to Exchange Disclosure Obligation To: Financial Services Commission / Korea Exchange Date: July 20, 2026 Company name: Parataxis Ethereum Co., Ltd. Representative director: Myunghoon Lee Head office address: Room 405, Building D, 26 Beopwon-ro 9-gil, Songpa-gu, Seoul (Munjeong-dong, H Business Park) Phone: 070-4492-0765 Website: http://parataxiseth.co.kr Preparer: Director Yoo Kyung-seok, Phone: 070-4492-0765

Merger Decision

1. Merger method: Parataxis Ethereum Co., Ltd. will absorb Parataxis Korea Co., Ltd. - Surviving company: Parataxis Ethereum Co., Ltd.; Extinguished company: Parataxis Korea Co., Ltd. Merger form: not applicable. 2. Purpose of the merger: To streamline the dual business focus among affiliates through governance restructuring and to strengthen financial stability. 3. Material effects and impact of the merger: 1. Effects on the Company's management (a) Merger form and stability of governance: This merger takes the form of Parataxis Ethereum Co., Ltd., the surviving company, absorbing Parataxis Korea Co., Ltd., the absorbed company. After the merger, Parataxis Ethereum Co., Ltd. will survive and succeed to all rights and obligations, and Parataxis Korea Co., Ltd. will be dissolved. The surviving company plans to issue new shares according to the merger ratio, and after completion the largest shareholder of the surviving company is expected to change from "Parataxis Korea Fund IV LLC" to "Parataxis Holdings LLC." Because both companies belong to the "Parataxis Holdings LLC" group, no material change in control is expected. (b) Improving management efficiency and protecting shareholder value: [current corrected text] We intend to proactively resolve the uncertainty regarding continued listing that arose after the absorbed company was recently designated as an administrative issue and received a delisting decision. We will prevent shareholders from being exposed to a listing-continuation decision process that could take a long time and, by concentrating business capabilities around Parataxis Ethereum Co., Ltd., will maximize management efficiency while securing stable access to the capital markets, protecting shareholder value as our top priority. 2. Effects on the Company's finances and operations: Alongside this merger, the Company's digital-asset financial strategy will be restructured toward diversification into the virtual-asset business, and it expects to enhance management efficiency and strengthen operating competitiveness based on its digital-asset holdings and database-security business. Consolidating unnecessary duplicate costs is also expected to have a meaningful positive effect on overall financial value, finances and operations. 4. Merger ratio: Parataxis Ethereum Co., Ltd. : Parataxis Korea Co., Ltd. = 1 : 0.2806763 (the source renders this ratio without a decimal point, as "1:02806763" - as stated in the filing). The reference share price for the merger ratio was calculated as the simple average of the one-month volume-weighted average closing price, the one-week volume-weighted average closing price, and the most recent closing price, taking as the reference date the day before the earlier of the board resolution date (April 7, 2026) and the merger agreement execution date (April 7, 2026) - i.e., April 6, 2026. No premium or discount was applied. [SPAC extinguishing-merger multiplier: not applicable] 5. Basis for calculating the merger ratio: Because both Parataxis Ethereum Co., Ltd. and Parataxis Korea Co., Ltd. are KOSDAQ-listed companies, the merger ratio was calculated using the reference share price for common shares as the merger value, under Article 176-5(1)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, as follows. (a) Merger value of Parataxis Ethereum Co., Ltd.'s common shares: calculated as above, reference date April 6, 2026. - One-month volume-weighted average closing price (March 7 - April 6, 2026): KRW 1,785 - One-week volume-weighted average closing price (March 31 - April 6, 2026): KRW 1,767 - Most recent closing price (April 6, 2026): KRW 1,740 - Merger value: KRW 1,763 (b) Merger value of Parataxis Korea Co., Ltd.'s common shares: calculated the same way, reference date April 6, 2026. - One-month volume-weighted average closing price (March 7 - April 6, 2026): KRW 601 - One-week volume-weighted average closing price (March 31 - April 6, 2026): KRW 454 - Most recent closing price (April 6, 2026): KRW 429 - Merger value: KRW 495 Accordingly, the merger ratio was set at 1 : 0.2806763 (Parataxis Ethereum Co., Ltd. : Parataxis Korea Co., Ltd.). (c) Merger value of Parataxis Korea Co., Ltd.'s preferred shares: As of this report, the absorbed company has 698 convertible preferred shares outstanding; on the merger effective date, holders of the absorbed company's convertible preferred shares will receive 0.2806763 convertible preferred shares of the surviving company per share held. Because neither the absorbed company's convertible preferred shares nor a corresponding class of the surviving company's shares is listed, and relevant law gives no clear valuation method for such preferred shares, the common-share merger ratio (which best reflects the parties' relative share value, consistent with the market-price principle under Article 176-5(1) of the Enforcement Decree) was used for the preferred shares as well. - Enterprise value: Surviving company KRW 39,447,330,957; Extinguished company KRW 52,521,206,621 6. External valuation: Not applicable. Reason: the merger ratio was calculated using the reference share price for common shares as the merger value under Article 165-4 of the Act and Article 176-5(1)(1) of its Enforcement Decree, so no external valuation institution's appraisal was obtained. Name, period and opinion: none. 7. Type and number of new merger shares (shares): Common shares 29,773,483; Class shares 195. 8. Merger counterparty: Company name Parataxis Korea Co., Ltd. Main business: biopharmaceutical R&D and virtual-asset mining, validation and management. Relationship to the Company: affiliate. Most recent fiscal year financial information (KRW): Total assets 70,830,847,354; Capital stock 53,040,316,500; Total liabilities 27,041,242,655; Revenue 9,000,000; Total equity 43,789,604,699; Net income -32,239,564,842. External audit: auditor Samjong Accounting Corporation, opinion unqualified. 9. Newly incorporated merger company: not applicable. 10. Merger schedule: Merger agreement date April 7, 2026; Shareholder record date September 28, 2026; Period to receive notices of merger objection September 28, 2026 - November 26, 2026; Expected shareholders' meeting date November 27, 2026; Appraisal rights exercise period November 27, 2026 - December 17, 2026; Creditor objection period November 27, 2026 - December 28, 2026; Merger effective date January 1, 2027; Completion-report general meeting date January 4, 2027; Expected merger registration date January 4, 2027; Expected listing date of new shares January 27, 2027. (Other sub-items: none.) 11. Whether this is a backdoor listing: No. 12. Whether another company meets backdoor-listing requirements: Not applicable. 13. Matters concerning appraisal (share-purchase) rights: Exercise requirements as described above under Article 522-3 of the Commercial Act and Article 165-5 of the Act; because both merging companies are listed, they must purchase tendered shares within one month after the exercise period ends (Article 165-5(2)). Expected purchase price: KRW 1,779. Exercise procedure/payment: as set out in the amendment above (After version). Restrictions: a shareholder who voted for the merger after giving written notice of dissent may not exercise appraisal rights; shares sold and reacquired during the relevant period lose appraisal rights; once exercised, rights cannot be cancelled. Effect on the agreement: if the aggregate share-purchase price payable to dissenting shareholders of both companies exceeds KRW 20 billion in total, the merger agreement may be terminated under its Article 13 condition precedent. 14. Board resolution date (decision date): April 7, 2026 - Outside directors in attendance: 1; absent: 0 - Attendance of auditor (audit committee member who is not an outside director): absent. 15. Whether a put option or similar agreement was entered into: No. 16. Whether a securities registration statement is required: Yes. 17. Future plans for corporate restructuring: As of this report, no specific plans have been decided; any future resolution will be disclosed as required. 18. Other material matters for investors' reference: (a) Under Articles 522 and 434 of the Commercial Act, merger approval requires at least two-thirds of the voting rights present and at least one-third of total issued shares at the shareholders' meeting; failing this, the merger may fall through. (b) No merger consideration will be paid other than cash for fractional shares. (c) The counterparty's most recent fiscal year financial information is based on its consolidated financial statements as of the end of 2025. (d) The merger schedule is an expected schedule as of this filing and may change through regulatory consultation and approval. (e) The completion-report general meeting will be replaced, under Article 526(3) of the Commercial Act, by a board resolution and public notice on January 4, 2027. (f) If the shareholders' meeting rejects the merger, appraisal rights lapse and the merger agreement does not take effect. (g) Appraisal rights cannot be cancelled after the exercise period ends. (h) Termination conditions under the merger agreement include: Article 13 (Conditions Precedent) - due approval by the boards and/or shareholders' meetings of the merging companies; the other party's representations and warranties remaining true in all material respects; the other party's material performance of its covenants; no law, injunction, judgment or government order prohibiting the merger; completion of required government approvals; dissenting shareholders' aggregate share-purchase payments not exceeding KRW 20 billion; objecting creditors' aggregate claims not exceeding KRW 4 billion; the merger not being subject to Korea Exchange backdoor-listing review; and no material adverse effect (including risk to the surviving company's listing) arising from the merger. Article 14 (Amendment and Termination) allows termination before the merger effective date by written agreement, by the non-responsible party if a condition precedent cannot be met, or by the non-breaching party if a breach is not cured within 10 days of a cure request. Article 15 provides that an invalid provision does not void the remainder of the agreement. (i) No merger new shares will be allotted for treasury shares that Parataxis Korea Co., Ltd. acquires through dissenting shareholders' appraisal-rights exercise, so the expected number of merger new shares may change by the time the merger is finalized. (j) [current text, as amended] Parataxis Korea Co., Ltd. is subject to a substantive listing-eligibility review under Article 56(1)(16) of the KOSDAQ Market Listing Regulations, and on July 1, 2026 the Korea Exchange's Corporate Review Committee resolved to delist Parataxis Korea Co., Ltd. common shares. Parataxis Korea Co., Ltd. may file an objection within 15 business days of receiving notice; absent an objection, delisting proceeds after that period expires, and if an objection is filed, the KOSDAQ Market Committee will decide within 20 business days whether to delist the company or grant an improvement period. If delisting is finalized before the merger is completed, Parataxis Korea Co., Ltd. will become unlisted, the merger ratio may be recalculated under relevant valuation standards, the parties may need to amend the merger agreement and obtain renewed approvals, and the merger's execution, terms, and completion may be delayed, altered, or affected by regulators' judgment. (k) For further details, see the securities registration statement of Parataxis Ethereum Co., Ltd. to be filed at a later date.

Related disclosures: none.