What happened
Amendment report July 20, 2026 1. Document being amended: material event report (decision on company merger) 2. Original filing date of document being amended: July 20, 2026
Filing history: April 7, 2026: material event report (merger) - initial filing April 9, 2026: [Amended] material event report (merger) - trading suspension period stated July 20, 2026: [Amended] material event report (merger) - voluntary amendment (shown in bold green text in the original)
3. Amendment details
Item: 3. Material effects and impact of the merger Reason for amendment: 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 matters such as a listing eligibility review following the company to be absorbed's recent designation as an administrative issue. Rather than exposing shareholders to a lengthy review process, we will maximize management efficiency by consolidating business capabilities around Parataxis Ethereum Co., Ltd. and maintain stable market access, giving top priority to protecting shareholder value. After: b. Improving management efficiency and protecting shareholder value - We intend to proactively resolve the uncertainty regarding the possibility of maintaining the listing that may arise following the company to be absorbed's recent designation as an administrative issue and delisting decision. We will prevent shareholders from being exposed to a potentially lengthy decision-making process regarding whether the listing is maintained, maximize management efficiency by consolidating business capabilities around Parataxis Ethereum Co., Ltd., and secure stable access to the capital markets, giving top priority to protecting shareholder value.
Item: 5. Basis for calculating the merger ratio Reason for amendment: correction of a simple clerical error Before: a. Merger price of Parataxis Ethereum Co., Ltd. registered common shares - The reference market price of the common shares of Parataxis Ethereum Co., Ltd., a KOSDAQ-listed company, was calculated under Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, using as the base date the day before the earlier of the board resolution date for the merger (April 7, 2026) and the merger agreement execution date (April 7, 2026), i.e. August 26, 2026, as the arithmetic mean of the volume-weighted arithmetic mean closing price for the most recent 1 month, the volume-weighted arithmetic mean closing price for the most recent 1 week, and the most recent closing price. No premium or discount was applied to the arithmetic mean price when calculating the merger price. After: a. Merger price of Parataxis Ethereum Co., Ltd. registered common shares - [same wording] ... i.e. April 6, 2026, as the arithmetic mean of the volume-weighted arithmetic mean closing price for the most recent 1 month, the volume-weighted arithmetic mean closing price for the most recent 1 week, and the most recent closing price. No premium or discount was applied to the arithmetic mean price when calculating the merger price.
Item: 10. Merger schedule Reason for amendment: amendment of stated matters due to schedule change Before: merger agreement date 2026.04.07; shareholder record date 2026.06.26; shareholder register closure period start -, end -; period for receiving notices of opposition to merger start 2026.07.20, end 2026.08.03; scheduled date of shareholders' meeting 2026.08.04; appraisal rights exercise period start 2026.08.04, end 2026.08.24; period for submission of old share certificates start -, end -; scheduled trading suspension period start 2026.09.29, end 2026.10.22; creditor objection filing period start 2026.08.14, end 2026.09.28; merger effective date 2026.10.01; closing report meeting date 2026.10.01; scheduled merger registration date 2026.10.14; scheduled date for delivery of new share certificates -; scheduled listing date of new shares 2026.10.23 After: merger agreement date 2026.04.07; shareholder record date 2026.09.28; shareholder register closure period start -, end -; period for receiving notices of opposition to merger start 2026.09.28, end 2026.11.26; scheduled date of shareholders' meeting 2026.11.27; appraisal rights exercise period start 2026.11.27, end 2026.12.17; period for submission of old share certificates start -, end -; scheduled trading suspension period start 2026.12.29, end 2027.01.25; creditor objection filing period start 2026.11.27, end 2026.12.28; merger effective date 2027.01.01; closing report meeting date 2027.01.04; scheduled merger registration date 2027.01.04; scheduled date for delivery of new share certificates -; scheduled listing date of new shares 2027.01.27
Item: 13. Matters concerning appraisal rights - exercise procedure, method, period, place Before: a. Method of stating opposition: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the register of shareholders of a merger party company as of the shareholder record date (June 26, 2026) (appraisal rights 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 (i) a share purchase agreement, (ii) termination of a share loan agreement, or (iii) a legal act for the acquisition of shares occurred by the business day following the date the board resolution was disclosed (April 8, 2026), and who continuously holds the shares until the date of exercising appraisal rights) must notify the company in writing, before the shareholders' meeting, of its opposition to the board resolution on the merger. A beneficial shareholder whose share certificates are held in custody with a securities company must notify that securities company by 3 business days before the shareholders' meeting (July 30, 2026); the securities company must notify the Korea Securities Depository by 2 business days before the meeting (July 31, 2026); the Depository must notify the company on behalf of beneficial shareholders 1 business day before the meeting (August 3, 2026). b. Method of requesting purchase: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a dissenting shareholder who gave written notice of opposition 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 may request purchase through its securities company, which must be done by 2 business days before the end of the appraisal rights request period (August 20, 2026); the Korea Securities Depository files the request on the shareholder's behalf. Once exercised, appraisal rights may not be cancelled or withdrawn without the company's consent. c. Place for receipt: (1) Parataxis Ethereum Co., Ltd. (merging 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. (company to be absorbed) - special shareholders (existing registered shareholders): Room 303, Seeds Tower, 58, Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do; general shareholders (existing beneficial shareholders): the relevant securities company. d. Request period: period for receiving notices of opposition to merger July 20, 2026 to August 3, 2026; scheduled date of shareholders' meeting August 4, 2026; appraisal rights exercise period August 4, 2026 to August 24, 2026. After: a. Method of stating opposition: [same wording] as of the shareholder record date (September 28, 2026) ... notice of opposition must be given by 3 business days before the shareholders' meeting (November 23, 2026); the securities company must notify the Korea Securities Depository by 2 business days before the meeting (November 24, 2026); the Depository must notify the company on behalf of beneficial shareholders 1 business day before the meeting (November 25, 2026). b. Method of requesting purchase: [same wording] A beneficial shareholder may request purchase through its securities company by 2 business days before the end of the appraisal rights request period (December 14, 2026); the Korea Securities Depository files the request on the shareholder's behalf. Once exercised, appraisal rights may not be cancelled or withdrawn without the company's consent. c. Place for receipt: (1) Parataxis Ethereum Co., Ltd. (merging 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. (company to be absorbed) - special shareholders (existing registered shareholders): Room 303, Seeds Tower, 58, Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do; general shareholders (existing beneficial shareholders): the relevant securities company. d. Request period: period for receiving notices of opposition to merger September 28, 2026 to November 26, 2026; scheduled date of shareholders' meeting November 27, 2026; appraisal rights exercise period November 27, 2026 to December 17, 2026.
Item: 13. Matters concerning appraisal rights - expected payment timing, payment method Before: a. Method of payment: special shareholders (existing registered shareholders) will be paid by transfer to the bank account the shareholder registered; general shareholders (existing beneficial shareholders) whose shares are held in custody with a securities company will be paid by transfer to the shareholder's own account at that securities company. b. Expected timing: Parataxis Ethereum Co., Ltd. - September 28, 2026; Parataxis Korea Co., Ltd. - September 28, 2026. The above scheduled payment timing may change due to circumstances of the merger party companies. After: a. Method of payment: [same wording]. b. Expected timing: Parataxis Ethereum Co., Ltd. - December 31, 2026; Parataxis Korea Co., Ltd. - December 31, 2026. The above scheduled payment timing may change due to circumstances of the merger party companies.
Item: 18. Other important matters for investment decisions Before: e. The closing report meeting in the above "10. Merger schedule" will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be replaced by the board resolution announcement procedure on October 1, 2026. j. Parataxis Korea Co., Ltd. may be subject to a listing eligibility review under Article 56, Paragraph 1, Item 16 of the KOSDAQ Market Listing Regulations, and delisting may occur depending on the Korea Exchange's determination. If Parataxis Korea Co., Ltd. common shares are delisted before the merger is completed, Parataxis Korea Co., Ltd. will convert into an unlisted company, in which case the merger ratio may be recalculated or changed in accordance with relevant laws and valuation standards such as the intrinsic value method. If such a change in circumstances occurs, the parties may need to amend the merger agreement to revise its terms (merger ratio, merger consideration, structure, etc.), and, if necessary, obtain a renewed board or shareholders' meeting resolution, during which process there is a possibility that the merger will not proceed on the originally planned terms, or that its execution will be delayed or suspended. In addition, the transaction structure may change depending on relevant laws and the determination of financial authorities, and accordingly the success of the merger and its final terms may change. After: e. The closing report meeting in the above "10. Merger schedule" will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be replaced by the board resolution announcement procedure on January 4, 2027. j. Parataxis Korea Co., Ltd. is subject to a listing eligibility review under Article 56, Paragraph 1, Item 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 from the date it receives notice of the delisting; if no objection is filed, the delisting procedure will proceed after the filing period expires, and if an objection is filed, the KOSDAQ Market Committee will decide, within 20 business days from the filing date, whether to delist or grant an improvement period. If Parataxis Korea Co., Ltd.'s delisting is confirmed before the merger is completed, Parataxis Korea Co., Ltd. will convert into an unlisted company, and the merger ratio may be recalculated or changed in accordance with relevant laws and valuation standards such as the intrinsic value method. Accordingly, the parties may need to amend the merger agreement to adjust key terms such as the merger ratio, merger consideration, and transaction structure, and, if necessary, obtain a renewed board or shareholders' meeting resolution; in that process there is a possibility that the merger will not proceed on the originally planned terms, or that its execution will be delayed or suspended. In addition, the transaction structure may change depending on relevant laws and the determination of financial authorities, and accordingly the success of the merger and its final terms may also change.
Material event report / Exchange filing obligation matter To the Financial Services Commission / Korea Exchange April 7, 2026 Company name: Parataxis Korea Co., Ltd. Representative Director: Andrew Junho Kim Head office address: Room 303, Seeds Tower, 58, Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Phone) 031-8092-3280 (Website) http://parataxis.co.kr Preparer: (Title) Head of Management Support Division (Name) Kim Kyung-a (Phone) 031-8092-3280
Decision on company merger
1. Merger method Parataxis Ethereum Co., Ltd. to absorb-merge Parataxis Korea Co., Ltd. - Surviving company (merging company): Parataxis Ethereum Co., Ltd. - Dissolved company (company to be absorbed): Parataxis Korea Co., Ltd. - Merger type: not applicable
2. Merger purpose Business consolidation and financial stabilization of affiliates with duplicated business focus through governance restructuring
3. Material effects and impact of the merger 1. Effect and impact on the Company's management a. Merger form and stability of governance This merger is structured so that the merging company, Parataxis Ethereum Co., Ltd., absorb-merges the company to be absorbed, Parataxis Korea Co., Ltd. Following the merger, Parataxis Ethereum Co., Ltd. will, as the surviving company, succeed to all rights and obligations, and Parataxis Korea Co., Ltd. will be dissolved. The merging company plans to issue new shares in accordance with the merger ratio, and following completion of this merger the merging company's largest shareholder is expected to change from "Parataxis Korea Fund IV LLC" to "Parataxis Holdings LLC." However, since both companies are under the "Parataxis Holdings LLC" group, there is not expected to be any meaningful change in management control following completion of the merger. b. Improving management efficiency and protecting shareholder value We intend to proactively resolve the uncertainty regarding the possibility of maintaining the listing that may arise following the company to be absorbed's recent designation as an administrative issue and delisting decision. We will prevent shareholders from being exposed to a potentially lengthy decision-making process regarding whether the listing is maintained, maximize management efficiency by consolidating business capabilities around Parataxis Ethereum Co., Ltd., and secure stable access to the capital markets, giving top priority to protecting shareholder value. 2. Effect and impact on the Company's finances and operations In connection with this merger, the Company's digital asset financial strategy is expected to be restructured around the Ethereum ecosystem, and based on the digital asset holding and database security businesses, improved management efficiency and strengthened operating competitiveness can be expected. In addition, by consolidating unnecessary duplicate costs in business operations, it is expected to have a meaningful positive impact on finances and operations overall by enhancing financial value.
4. Merger ratio Parataxis Ethereum Co., Ltd. : Parataxis Korea Co., Ltd. = 1 : 0.2806763 The reference share price for the merger ratio was calculated, using as the base date the day before the earlier of the board resolution date for the merger (April 7, 2026) and the merger agreement execution date (April 7, 2026), i.e. April 6, 2026, as the arithmetic mean of the volume-weighted arithmetic mean closing price for the most recent 1 month, the volume-weighted arithmetic mean closing price for the most recent 1 week, and the most recent closing price. No premium or discount was applied to the arithmetic mean price when calculating the merger price. - In the case of a merger involving the dissolution of a special purpose acquisition company, the multiple of the listing-day reference price of the merger's new shares relative to the SPAC's closing price on its last trading day: not applicable
5. Basis for calculating the merger ratio Since the parties to this merger, Parataxis Ethereum Co., Ltd. and Parataxis Korea Co., Ltd., are both KOSDAQ-listed companies, the merger ratio was calculated using the reference share price for common shares as the merger price pursuant to Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and the relevant regulations are as follows. a. Merger price of Parataxis Ethereum Co., Ltd. registered common shares The reference market price of Parataxis Ethereum Co., Ltd.'s common shares was calculated using April 6, 2026 (the day before the earlier of the board resolution date of April 7, 2026 and the merger agreement execution date of April 7, 2026) as the base date, as the arithmetic mean of the 1-month volume-weighted arithmetic mean closing price, the 1-week volume-weighted arithmetic mean closing price, and the most recent closing price, with no premium or discount applied. - Volume-weighted arithmetic mean closing price for the most recent 1 month (March 7, 2026 to April 6, 2026): KRW 1,785 - Volume-weighted arithmetic mean closing price for the most recent 1 week (March 31, 2026 to April 6, 2026): KRW 1,767 - Most recent closing price (April 6, 2026): KRW 1,740 - Merger price of Parataxis Ethereum Co., Ltd.: KRW 1,763 b. Merger price of Parataxis Korea Co., Ltd. registered common shares The reference market price of Parataxis Korea Co., Ltd.'s common shares was calculated using April 26, 2026 (as stated in the filing; the day before the earlier of the board resolution date of April 7, 2026 and the merger agreement execution date of April 7, 2026 would otherwise be April 6, 2026) as the base date, as the arithmetic mean of the 1-month volume-weighted arithmetic mean closing price, the 1-week volume-weighted arithmetic mean closing price, and the most recent closing price, with no premium or discount applied. - Volume-weighted arithmetic mean closing price for the most recent 1 month (March 7, 2026 to April 6, 2026): KRW 601 - Volume-weighted arithmetic mean closing price for the most recent 1 week (March 31, 2026 to April 6, 2026): KRW 454 - Most recent closing price (April 6, 2026): KRW 429 - Merger price of Parataxis Korea Co., Ltd.: KRW 495 Accordingly, the merger ratio was determined to be 1 : 0.2806763 (Parataxis Ethereum Co., Ltd. : Parataxis Korea Co., Ltd.). c. Merger price of Parataxis Korea Co., Ltd. registered preferred shares As of the filing date of this material event report, the company to be absorbed, Parataxis Korea Co., Ltd., has 698 convertible preferred shares issued; as of the merger effective date (scheduled for October 1, 2026), shareholders registered in Parataxis Korea Co., Ltd.'s register of shareholders will be issued 0.2806763 convertible preferred shares of Parataxis Ethereum Co., Ltd. for each convertible preferred share they hold. Parataxis Korea Co., Ltd.'s convertible preferred shares are not listed, and Parataxis Ethereum Co., Ltd.'s convertible preferred shares to be issued to the preferred shareholders of the company to be absorbed have not themselves been issued; relevant laws do not clearly provide a valuation method for such preferred shares where both merger parties are listed but the surviving company's preferred shares are unissued and unlisted. Considering that a fair preferred-share merger ratio should apply a ratio that most reasonably reflects the relative value of the preferred shares of the merger party companies, and that the Financial Investment Services and Capital Markets Act, in principle, calculates the merger ratio for mergers between listed companies based on the market transaction price (Article 176-5, Paragraph 1 of its Enforcement Decree), the common-share merger ratio, which expresses the relative share value of the merger party companies, was used as the preferred-share merger ratio. - Corporate value: surviving company 39,447,330,957; dissolved company 52,521,206,621
6. Matters concerning external valuation Whether an external valuation was conducted: not applicable - Basis and reason: this merger is a merger between KOSDAQ-listed companies, and the merger ratio was calculated pursuant to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree. Accordingly, no evaluation by an external valuation institution was obtained. Name of external valuation institution: - External valuation period: - External valuation opinion: -
7. Type and number of new merger shares (shares) Common shares: 29,773,483 Special class shares: 195
8. Merger counterparty company Company name: Parataxis Ethereum Co., Ltd. Main business: development and supply of data security products; acquisition, management and staking of digital assets; and blockchain asset technology research and development Relationship with the Company: affiliate Financial information for the most recent fiscal year (KRW): total assets 33,843,085,554; capital stock 1,993,246,000; total liabilities 7,583,623,395; revenue 13,997,153,284; total equity 26,259,462,159; net income 3,341,175,730 - Whether externally audited: yes; auditor name: Hanul Accounting Corporation; audit opinion: unqualified - In the case of a merger involving the dissolution of a special purpose acquisition company: representative director -; date of incorporation -; head office address -; expected securities registration statement filing date -
9. Newly incorporated merger company Company name: - Financial information at incorporation (KRW): total assets -; total liabilities -; total equity -; capital stock - - Revenue of the newly incorporated business division for the most recent fiscal year (KRW), based on current standards: - Main business: - Whether re-listing will be applied for: not applicable
10. Merger schedule Merger agreement date: 2026.04.07 Shareholder record date: September 28, 2026 Shareholder register closure period: start -; end - Period for receiving notices of opposition to merger: start September 28, 2026; end November 26, 2026 Scheduled date of shareholders' meeting: November 27, 2026 Appraisal rights exercise period: start November 27, 2026; end December 17, 2026 Period for submission of old share certificates: start -; end - Scheduled trading suspension period: start December 29, 2026; end January 25, 2027 Creditor objection filing period: start November 27, 2026; end December 28, 2026 Merger effective date: January 1, 2027 Closing report meeting date: January 4, 2027 Scheduled merger registration date: January 4, 2026 (as stated in the filing) Scheduled date for delivery of new share certificates: - Scheduled listing date of new shares: January 27, 2027
11. Whether this constitutes a backdoor listing: no 12. Whether this meets another company's backdoor listing requirements: not applicable 13. Matters concerning appraisal rights Exercise requirements: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the register of shareholders as of the shareholder record date who opposes the board resolution on the merger may, if it has notified the relevant company in writing of its opposition by the day before the shareholders' meeting resolution date, request that company, within 20 days from the resolution date, in writing stating the type and number of shares, to purchase the shares it owns (including part of its holdings). However, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only for shares shown to have been acquired before the merger party company's board resolution was disclosed, or for which (i) a share purchase agreement, (ii) termination of a share loan agreement, or (iii) a legal act for acquisition can be shown to have occurred by the business day following disclosure, and which are continuously held until the exercise date; shares sold and reacquired within that period forfeit appraisal rights, and once exercised, appraisal rights cannot be cancelled. A shareholder who notified written opposition in advance but then voted in favor at the shareholders' meeting may not exercise appraisal rights. Since both merger party companies are listed, pursuant to Article 165-5, Paragraph 2 of the Financial Investment Services and Capital Markets Act, they must purchase the relevant shares within 1 month from the end of the appraisal rights request period. Expected purchase price: 577 Exercise procedure, method, period, place: see the amendment details above for the current (after-amendment) text. Expected payment timing, payment method: see the amendment details above for the current (after-amendment) text. Matters concerning restrictions on appraisal rights: pursuant to Article 522-3 of the Commercial Act, a dissenting shareholder who gave written notice of opposition 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 its shares. Shares sold and reacquired within that period forfeit appraisal rights, and once exercised, appraisal rights cannot be cancelled. A shareholder who notified written opposition in advance but then voted in favor at the shareholders' meeting may not exercise appraisal rights. Effect on the agreement: if the aggregate of the number of shares for which appraisal rights are exercised by shareholders of the surviving company and the dissolved company, multiplied by the expected share purchase price (the amount calculated under the proviso of Article 165-5, Paragraph 3 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 3 of its Enforcement Decree), exceeds a total of KRW 20 billion, this merger agreement may be terminated as the precondition under Article 13 (Preconditions) of the merger agreement will not have been satisfied.
14. Board resolution date (decision date): 2026.04.07 - Outside directors present: attended (2), absent (0) - Auditor (audit committee member who is not an outside director) attendance: attended 15. Whether a put option or similar agreement was entered into: no - Contract details: - 16. Whether subject to filing a securities registration statement: yes - Reason for exemption from filing: - 17. Future plans for corporate restructuring There are no specifically determined matters concerning corporate restructuring being pursued or planned following completion of the merger; if a resolution on specific matters is made in the future, it will be disclosed in accordance with the relevant disclosure regulations. 18. Other important matters for investment decisions a. Under Articles 522 and 434 of the Commercial Act, the resolution at the shareholders' meeting approving the merger is a special resolution matter. Accordingly, if the extraordinary shareholders' meeting for approval of this merger fails to obtain the approval of at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares, the merger may fail to proceed. b. Other than cash paid in lieu of fractional shares arising from the allotment of new shares, no consideration whatsoever will be paid to shareholders of the companies participating in this merger. c. The financial statement information for the most recent fiscal year of "8. Merger counterparty company," Parataxis Ethereum Co., Ltd., is based on its separate (non-consolidated) financial statements as of the end of fiscal year 2025. d. The above "10. Merger schedule" is the expected schedule as of the filing date, and may change due to permits and approvals under relevant laws and consultation and approval processes with relevant authorities. e. See the amendment details above for the current (after-amendment) text regarding the closing report meeting. f. If the shareholders' meeting fails to approve the merger as required by law, appraisal rights will also be extinguished and the merger agreement will not take effect. g. A shareholder who has requested appraisal rights may not cancel the request after the end of the appraisal rights request period. h. The conditions for termination of the agreement set out in this merger agreement are as follows. Article 13 (Preconditions): the obligation of the merger party companies to carry out this merger is conditioned on satisfaction of the following preconditions, any of which a merger party company may waive or exempt in writing, in whole or in part: (1) this agreement and this merger have been lawfully approved at the board of directors and/or shareholders' meeting of the merger party companies; (2) the representations and warranties provided by the other merger party company are true and accurate in all material respects as of the execution date of this agreement and as of the merger effective date; (3) the other merger party company has performed and complied, in all material respects, with the covenants and obligations under this agreement; (4) there is no law prohibiting or restricting this merger, and no court injunction, decision, judgment, or governmental prohibition order or other decision prohibiting or restricting this merger; (5) the required governmental approvals for this merger have been completed; (6) the aggregate share purchase price payable by the surviving company and the dissolved company to shareholders who oppose this merger and exercise appraisal rights does not exceed a total of KRW 20 billion; (7) the aggregate amount of claims of creditors of the surviving company or the dissolved company who object to this merger does not exceed a total of KRW 4 billion; (8) this merger is not subject to review by the Korea Exchange as a backdoor listing; (9) no material adverse effect (including, without limitation, a concern that the surviving company's listing may be revoked) arises on any merger party company as a result of this merger. Article 14 (Amendment and Termination of the Agreement): 14.1 This agreement may be terminated before the merger effective date if: (1) the merger party companies agree in writing to terminate it; (2) it is determined that a precondition under Article 13 cannot be satisfied, terminated by the merger party company not responsible for that failure; or (3) one merger party company breaches this agreement and the breach is incurable, or is not cured within 10 days after a cure request from the other party, terminated by the other party. Article 15 (Partial Invalidity): if any provision of this agreement is determined to be invalid or unenforceable, that provision is ineffective to that extent and is deemed not incorporated into this agreement, but the remaining provisions remain valid. i. However, in this merger, no merger shares will be allotted for treasury shares that Parataxis Korea Co., Ltd. acquires as a result of appraisal rights being exercised by its shareholders, so the above expected number of new merger shares may change at the time the merger is finalized. j. See the amendment details above for the current (after-amendment) text regarding Parataxis Korea Co., Ltd.'s listing eligibility review and delisting. k. For further details, please refer to the securities registration statement of Parataxis Ethereum Co., Ltd. to be filed at a later date.
| Filed | 2026-07-21, [Amended] Material event report (merger) |
|---|---|
| Source | DART rcept 20260720000352 → open original filing |
Source: DART. Information only, not investment advice.
