Metalabs

090370 · KOSPI · Consumer Discretionary · SMALL CAP

[Amended] Material event report (merger)

Metalabs Co., Ltd. amended its merger report to push back the schedule for absorbing its wholly owned, no-new-shares subsidiary Meta S&C Co., Ltd., extending the creditor objection period to October 31, 2026 and moving the merger date to November 1, 2026 and the registration date to November 2, 2026.

M&A([Amended] Material event report (merger))· FILED 2026-08-28· RCEPT 20260828001616

What happened

Material Event Report (Merger Decision) 6.2

Metalabs Co., Ltd.

Amendment Report August 28, 2026

1. Disclosure document being amended: Material Event Report (Merger Decision) 2. Original filing date of the disclosure document being amended: 2026-08-03 3. Amended items:

Item 10 (Merger schedule): Reason for amendment - Change of merger date Before (Note 1): Creditor objection period from 2026-09-03 to 2026-10-06; Merger date 2026-10-07; Closing report general meeting date 2026-10-07; Expected merger registration date 2026-10-07 After (Note 2): Creditor objection period from 2026-09-03 to 2026-10-31; Merger date 2026-11-01; Closing report general meeting date 2026-11-02; Expected merger registration date 2026-11-02

Item "1. Overview of the merger - (1) Basic matters concerning the merger - 8) Key merger schedule": Before (Note 3) / After (Note 4) - see the full schedules below.

(Note 3) Key merger schedule (before amendment): - Board resolution date for the merger: 2026-08-03 - Announcement of record-date determination: 2026-08-03 (posted on the company website) - Material event report filed: 2026-08-03 - Merger agreement date: 2026-08-04 - Shareholder record date: 2026-08-18 - Small-scale merger announcement: 2026-08-18 (posted on the company website) - Period for receiving notices of objection to the merger: from 2026-08-18 to 2026-09-01 - Board resolution approving the merger (in lieu of a shareholders' meeting): 2026-09-02 - Announcement of creditor objection period: 2026-09-03 (posted on the company website) - Creditor objection period: from 2026-09-03 to 2026-10-06 - Merger date: 2026-10-07 - Board resolution on merger closing report (in lieu of a shareholders' meeting): 2026-10-07 - Announcement of merger closing report: 2026-10-07 (posted on the company website) - Expected merger registration date: 2026-10-07

(Note 4) Key merger schedule (after amendment): - Board resolution date for the merger: 2026-08-03 - Announcement of record-date determination: 2026-08-03 (posted on the company website) - Material event report filed: 2026-08-03 - Merger agreement date: 2026-08-04 - Shareholder record date: 2026-08-18 - Small-scale merger announcement: 2026-08-18 (posted on the company website) - Period for receiving notices of objection to the merger: from 2026-08-18 to 2026-09-01 - Board resolution approving the merger (in lieu of a shareholders' meeting): 2026-09-02 - Announcement of creditor objection period: 2026-09-03 (posted on the company website) - Creditor objection period: from 2026-09-03 to 2026-10-31 - Merger date: 2026-11-01 - Board resolution on merger closing report (in lieu of a shareholders' meeting): 2026-11-02 - Announcement of merger closing report: 2026-11-02 (posted on the company website) - Expected merger registration date: 2026-11-02

[Restated Report]

Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange August 28, 2026

Company name: Metalabs Co., Ltd. Representative Director: Ha Ji-seong Head office address: 3rd Floor, Baegang Building, 801 Seolleung-ro, Gangnam-gu, Seoul (Sinsa-dong) (Phone) 02-2189-7700 (Website) http://www.metalabs.co.kr Preparer: (Title) Executive Director (Name) Choi Hong-su (Phone) 02-2189-7700

Merger Decision

1. Method of merger: Metalabs Co., Ltd. absorbs and merges with Meta S&C Co., Ltd. - Surviving company: Metalabs Co., Ltd. - Dissolved company: Meta S&C Co., Ltd. - Type of merger: Small-scale merger

2. Purpose of the merger: To enhance management efficiency and strengthen business competitiveness for synergy effects and a sustainable growth base.

3. Material impact and effect of the merger (1) Effect on the company's management: Metalabs Co., Ltd. owns 100% of Meta S&C Co., Ltd., and because the merger ratio is 1.0000000 : 0.0000000 (a no-new-shares merger with no new share issuance), there will be no change in Metalabs' largest shareholder's shareholding or ownership structure following the merger. (2) Effect on the company's finances and operations: Meta S&C Co., Ltd., whose main businesses are CRM and real estate leasing, is a wholly owned subsidiary of Metalabs Co., Ltd. The merger is not expected to have a material effect on the management or finances of the surviving company, Metalabs, but is expected to improve management efficiency through integrated organizational operation and strengthen business competitiveness through the pursuit of the same line of business.

4. Merger ratio: Metalabs Co., Ltd. : Meta S&C Co., Ltd. = 1.0000000 : 0.0000000 - (In the case of a merger in which a special purpose acquisition company is dissolved: multiple of the reference price on the first day of listing of the merger's new shares relative to the closing price on the last trading day of the special purpose acquisition company) - Not applicable

5. Basis for calculating the merger ratio: The surviving company, Metalabs Co., Ltd., owns 100% of the shares of the dissolved company, Meta S&C Co., Ltd., and because no new merger shares will be issued for the dissolved company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company - Not applicable; Dissolved company - Not applicable

6. External valuation Whether an external valuation was conducted: Not applicable - Basis and reason: Pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes external valuation of the appropriateness of the merger price in cases where a company owning the entire issued shares of another company merges with that other company without issuing new shares), the merger was not subject to an external valuation agency's assessment. - Name of external valuation agency: Not applicable - External valuation period: Not applicable - External valuation opinion: Not applicable

7. Type and number of new merger shares: Common shares - Not applicable; Special class shares - Not applicable

8. Merger counterparty - Company name: Meta S&C Co., Ltd. (META S&C CO., Ltd.) - Main business: CRM and real estate leasing - Relationship with the company: Subsidiary - Financial details for the most recent fiscal year (KRW): Total assets 47,099,304,234; Capital stock 198,474,500; Total liabilities 16,430,865,152; Revenue 6,256,151,484; Total equity 30,668,439,082; Net income -724,321,999 - Whether subject to external audit: Yes; Auditor: Donghyun Accounting Corporation; Audit opinion: Unqualified - (In the case of a merger in which a special purpose acquisition company is dissolved) Representative director: Not applicable; Date of incorporation: Not applicable; Head office location: Not applicable; Expected date of filing a securities registration statement: Not applicable

9. Newly incorporated merger company: Not applicable (company name, financial details at incorporation, most recent fiscal year revenue of the new business segment, main business, and whether a relisting application will be filed are all not applicable)

10. Merger schedule: Merger agreement date 2026-08-04; Shareholder record date 2026-08-18; Shareholder register closure period: Not applicable; Period for receiving notices of objection to the merger: from 2026-08-18 to 2026-09-01; Scheduled shareholders' meeting date: Not applicable; Appraisal rights exercise period: Not applicable; Old share certificate submission period: Not applicable; Expected trading suspension period: Not applicable; Creditor objection period: from 2026-09-03 to 2026-10-31; Merger date: 2026-11-01; Closing report general meeting date: 2026-11-02; Expected merger registration date: 2026-11-02; New share certificate delivery date: Not applicable; Expected listing date of new shares: Not applicable

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the other company meets the backdoor-listing requirements: Not applicable

13. Matters concerning appraisal rights: Exercise requirements - Because this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, Metalabs' shareholders are not granted appraisal rights. Expected purchase price: Not applicable. Exercise procedure, method, period, and place: Not applicable. Expected payment timing and method: Not applicable. Matters relating to restrictions on appraisal rights: Not applicable. Effect on the agreement: Not applicable.

14. Board resolution date (decision date): 2026-08-03 - Independent (outside) director attendance: Present 0; Absent 1 - Attendance of the statutory auditor (or audit committee member who is not an independent/outside director): Present

15. Whether a put option or similar agreement was entered into: No; Contract details: Not applicable

16. Whether a securities registration statement must be filed: No - Reason exempted from filing: Because this merger proceeds as a no-new-shares merger in which no new merger shares are issued, no solicitation or sale of securities requiring a securities registration statement occurs in the course of this merger. * "Independent director" applies to listed companies; "outside director" applies to unlisted companies.

17. Future plans for corporate restructuring: As of the filing date of this report, Metalabs Co., Ltd. has no finalized plans for corporate restructuring, whether currently underway or planned after completion of the merger.

18. Other material matters relevant to investment decisions: 1) Because this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, Metalabs' shareholders are not granted appraisal rights, and shareholders' meeting approval of the merger is replaced by board approval. However, if shareholders holding 20% or more of Metalabs' total issued shares give written notice of objection to the merger within two weeks from the merger announcement date, the merger cannot proceed as a small-scale merger. 2) Because this merger is exempt from external valuation under the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the "corporate value" entry under Item 5 above is omitted. 3) The "most recent fiscal year financial details" of the merger counterparty under Item 8 above are based on the financial statements as of the end of 2025. 4) The "merger schedule" under Item 10 above is the expected schedule as of the filing date of this report and may change depending on relevant government approvals and consultations with relevant authorities. 5) The "closing report general meeting date" under Item 10 above will be replaced by a board resolution and announcement procedure pursuant to Article 526, Paragraph 3 of the Commercial Act. * Related disclosures: None

[Detailed Statement of Material Merger Matters]

1. Overview of the merger (1) Basic matters concerning the merger 1) Merger counterparty - Surviving company after merger: Name Metalabs Co., Ltd.; Location 3rd Floor, Baegang Building, 801 Seolleung-ro, Gangnam-gu, Seoul (Sinsa-dong); Representative Director Ha Ji-seong; Listing status: Listed on the KOSPI market - Dissolved company after merger: Name Meta S&C Co., Ltd.; Location 3rd Floor, Baegang Building, 801 Seolleung-ro, Gangnam-gu, Seoul (Sinsa-dong); Representative Director Lee Chang-ho; Listing status: Unlisted * This merger does not constitute a backdoor listing.

2) Background of the merger: The purpose of this merger, in which the merging company Metalabs Co., Ltd. absorbs the merged company Meta S&C Co., Ltd., is to reduce unnecessary operating costs, increase management efficiency, and strengthen business competitiveness.

3) Whether this constitutes a backdoor listing: Not applicable.

4) Material effects on the company's management, finances, and operations, etc.: Because Meta S&C Co., Ltd., whose main businesses are CRM and real estate leasing, is a wholly owned subsidiary of Metalabs Co., Ltd., the merger is not expected to have a meaningful effect on consolidated management, finances, etc. This merger is a no-new-shares merger, and there will be no change in Metalabs' largest shareholder's shareholding or ownership structure after completion of the merger.

5) Future plans for corporate restructuring: As of the filing date of this report, Metalabs has no finalized plans for corporate restructuring, whether currently underway or planned after completion of the merger.

6) Overview of the counterparty company: Please refer to "2. Matters Concerning the Merger Counterparty Company" below.

7) Form of the merger (1) Method of merger: The merging company, Metalabs Co., Ltd., absorbs and merges with the merged company, Meta S&C Co., Ltd.; Metalabs survives and Meta S&C is dissolved. (2) Whether this is a small-scale or simplified merger, and the basis: This merger constitutes a small-scale merger under Article 527-3 of the Commercial Act (no new shares or treasury shares are issued or delivered as merger consideration, and the cash provided to shareholders of the dissolved company does not exceed 5% of net assets), and the company plans to approve the merger by board resolution. (3) Noteworthy matters regarding the method of merger: Under Article 527-3 of the Commercial Act, if shareholders holding 20% or more of Metalabs' total issued shares give written notice of objection to the merger within two weeks from the merger announcement date, the merger cannot proceed as a small-scale merger. In addition, because this is a small-scale merger under Article 527-3 of the Commercial Act, Metalabs' shareholders are not granted appraisal rights.

8) Key merger schedule: identical to the after-amendment schedule in Note 4 above. * The above key merger schedule is the expected schedule as of the filing date of this report and may change depending on relevant government approvals and consultations with relevant authorities.

9) Whether a securities registration statement must be filed: Not applicable; Reason exempted from filing: No-new-shares merger

10) Conditions for the merger to be completed: Please refer to "(3) Investment Risk Factors - 1) Risk factors that could make the merger difficult to complete" below.

(2) Merger ratio and its basis 1) Merger ratio and basis: The surviving company, Metalabs Co., Ltd., owns 100% of the shares of the dissolved company, Meta S&C Co., Ltd., and because no new merger shares will be issued for the dissolved company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation was conducted: Pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes external valuation of the appropriateness of the merger price in cases where a company owning the entire issued shares of another company merges with that other company without issuing new shares), the merger was not subject to an external valuation agency's assessment.

(3) Investment risk factors 1) Risk factors that could make the merger difficult to complete (i) Termination conditions in the merger agreement: [Merger Agreement] Article 10 (Change of Conditions and Termination of Agreement): If, between the date of execution of this agreement and the merger date, an unforeseeable act of God, the transfer of all or a material part of a business division, or other cause results in a material change in the property or management condition of either party, the parties may, by mutual consultation, change the merger conditions or terminate this agreement. (ii) If shareholders holding 20% or more of Metalabs' total issued shares give written notice of objection to the merger within two weeks from the merger announcement date, the merger cannot proceed as a small-scale merger. 2) Matters concerning the prospect of listing the new merger shares and the possibility of delisting, etc.: Because this is a no-new-shares merger in which no new shares are issued, listing of new merger shares is not applicable. In addition, because this merger does not constitute a backdoor listing, there is no possibility of delisting. 3) Risk factors to consider when investing in relation to the merger and related securities: This merger is a small-scale merger in which Metalabs Co., Ltd. absorbs its wholly owned subsidiary, Meta S&C Co., Ltd.; there are no securities subject to solicitation or sale in connection with this merger. In addition, although all assets, liabilities, and other rights and obligations held by Meta S&C Co., Ltd. as of the merger date will be succeeded to by Metalabs Co., Ltd. on the merger date without any additional procedure or agreement, this is not expected to have a material effect on finances or operations, so the risk factors to consider when investing in the relevant securities are limited. 4) Matters concerning any option agreement related to the merger: Not applicable.

(4) Matters concerning appraisal rights: Because this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and shareholders' meeting approval is replaced by board approval.

(5) Relationship between the parties to the merger, etc. 1) Relationship between the parties (i) Affiliate or subsidiary relationship: As of the filing date of this report, Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd. (which holds 100% of its shares). (ii) Concurrent officer positions: Ha Ji-seong, Representative Director of Metalabs, concurrently a full-time in-house director of Meta S&C Co., Ltd.; Choi Hong-su, in-house director of Metalabs, concurrently a full-time in-house director of Meta S&C Co., Ltd.; Lee Chang-ho, in-house director of Metalabs, concurrently full-time Representative Director of Meta S&C Co., Ltd.; Heo Bu-gyeong, statutory auditor of Metalabs, concurrently full-time statutory auditor of Meta S&C Co., Ltd. (iii) Where the largest shareholder of one party is a related party of the other party: Because Meta S&C Co., Ltd. is a wholly owned subsidiary (100%-owned by Metalabs Co., Ltd.), the largest shareholder and related parties of one party are related parties of the other party. (iv) Other matters such as competitive or complementary business relationships: Meta S&C Co., Ltd. is a wholly owned subsidiary of Metalabs Co., Ltd. whose main businesses are CRM and real estate leasing.

2) Transactions between the parties (i) Provision of collateral (1) Debt guarantee details (unit: KRW million): Guarantor the Company, Beneficiary Meta S&C Co., Ltd., Relationship Subsidiary, Guarantee type Debt guarantee, Guarantee recipient institution Shinhan Bank Seoul Station Center Branch, Guarantee limit 1,200, Content Guarantee of operating-fund borrowings; Guarantor the Company, Beneficiary Meta S&C Co., Ltd., Relationship Subsidiary, Guarantee type Debt guarantee, Guarantee recipient institution Kookmin Bank Banpo Jungang Branch, Guarantee limit 2,513, Content Guarantee of operating-fund borrowings (2) Borrowing and lending details (unit: KRW million): Name Meta S&C Co., Ltd.; Relationship Subsidiary; Transaction date 2025.01.01-2025.12.31; Transaction type Borrowing; Transaction amount 4,180; Total 4,180 (ii) Purchase and sale transactions: Not applicable. (iii) Operating receivables/payables and unpaid amounts: Not applicable. (iv) Credit extended to the largest shareholder: Not applicable. (v) Asset transfers with the largest shareholder: Not applicable. (vi) Business transactions with the largest shareholder: Not applicable.

(6) Other matters necessary for investor protection 1) Past material asset transfers: Not applicable. 2) Largest shareholder's shareholding status: Because this merger is a no-new-shares merger in which no new merger shares are issued, there is no change in the largest shareholder's shareholding before or after the merger. 3) Changes in the company's capital after the merger: Because this merger is a no-new-shares merger, there will be no change in Metalabs' total issued shares or capital stock after the merger. 4) Management policy and officer composition after the merger: As of the filing date of this report, there are no plans to change the surviving company's future material management policy, method of officer composition, etc. after completion of this merger. 5) Business plans, etc.: This merger entails no plan to change or discontinue the businesses that Metalabs Co., Ltd. and Meta S&C Co., Ltd. operated before the merger.

2. Matters Concerning the Merger Counterparty Company (1) Company overview: Company name Meta S&C Co., Ltd.; Representative Lee Chang-ho; Head office business registration number 489-88-02403; Head office address 3rd Floor, Baegang Building, 801 Seolleung-ro, Gangnam-gu, Seoul (Sinsa-dong); Main business CRM and real estate leasing; Listing status: Unlisted

(2) Business description: Meta S&C Co., Ltd.'s main businesses are CRM and real estate leasing.

(3) Financial matters 1) Summary balance sheet for the most recent 3 years (unit: KRW thousand) Item (2025 / 2024 / 2023): Current assets: 8,458,332 / 1,684,442 / 7,049,607 Non-current assets: 38,640,972 / 62,616,862 / 61,564,451 Total assets: 47,099,304 / 64,301,304 / 68,614,059 Current liabilities: 13,463,939 / 14,928,085 / 6,856,482 Non-current liabilities: 2,966,925 / 16,728,213 / 28,897,127 Total liabilities: 16,430,865 / 31,656,299 / 35,753,610 Capital stock: 198,474 / 198,474 / 198,474 Capital surplus: 1,962,601 / 19,692,601 / 19,692,601 Retained earnings: 10,738,500 / 11,462,822 / 12,266,353 Total equity: 30,668,439 / 32,645,005 / 32,860,448 Total liabilities and equity: 47,099,304 / 64,301,304 / 68,614,059

2) Summary income statement for the most recent 3 years (unit: KRW thousand) Item (2025 / 2024 / 2023): Revenue: 6,256,151 / 9,974,818 / 8,710,047 Cost of sales: 3,997,327 / 5,996,860 / 5,328,891 Gross profit: 2,258,823 / 3,977,958 / 3,381,155 Selling, general and administrative expenses: 5,698,173 / 4,613,916 / 2,807,489 Operating income (loss): (3,439,349) / (635,958) / 573,666 Net income (loss): (724,321) / (803,530) / 620,469

3) Financial regulations and costs applicable to special purpose acquisition companies: Not applicable. 4) Matters requiring attention regarding restatement of financial statements, etc.: Not applicable.

(4) Auditor's opinion: Unqualified. "We have audited the financial statements of Meta S&C Co., Ltd. (the 'Company'). These financial statements comprise the balance sheets as of December 31, 2025 and December 31, 2024, the related income statements, statements of changes in equity, and cash flow statements for the periods then ended, and a summary of significant accounting policies and other explanatory notes. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and its financial performance and cash flows for the periods then ended in accordance with Korean generally accepted accounting standards for non-listed companies."

(5) Matters concerning the board of directors and other corporate bodies: As of the filing date of this report, Meta S&C Co., Ltd.'s board of directors consists of a total of 4 directors. There are no committees within the board.

(6) Matters concerning shareholders: As of the filing date of this report, Meta S&C Co., Ltd.'s shareholder status is as follows. Shareholder Metalabs Co., Ltd.; Shares held 1,984,745; Ownership ratio 100.00%

(7) Matters concerning officers and employees: As of the filing date of this report, Meta S&C Co., Ltd. has a total of 34 officers and employees.

(8) Matters concerning affiliates: As of the filing date of this report, Meta S&C Co., Ltd.'s affiliates are the same as the Company's; for details, please refer to Metalabs Co., Ltd.'s business report.

(9) Other matters necessary for investor protection 1) Material litigation: Not applicable. 2) Other contingent liabilities, etc.: Not applicable. 3) Sanctions status: Not applicable.

Filed2026-08-28, [Amended] Material event report (merger)
SourceDART rcept 20260828001616 → open original filing

Versions of this filing

  1. 2026-08-03Original
  2. 2026-08-28Amendment 1 (this page)

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-08-28 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).