Material event report (merger)

What happened

Material Event Report (Decision on Company Merger) 6.2 SNT Motiv Material Event Report / Matter Subject to Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange September 1, 2026

Company name: SNT Motiv Co., Ltd. CEO: Kwon Hyeong-sun Head office address: 363 Yeorak-songjeong-ro, Cheolma-myeon, Gijang-gun, Busan (Phone) 051-509-2590 (Website) http://www.sntmotiv.com Preparer: (Title) Director (Name) Hong Sun-in (Phone) 051-509-2590

Decision on Company Merger

1. Merger method SNT Motiv Co., Ltd. absorbs and merges with SNT Robotics Co., Ltd. - Surviving company: SNT Motiv Co., Ltd. - Dissolving company: SNT Robotics Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger Strengthening corporate competitiveness through improved management efficiency and creation of business synergies

3. Material impact and effects of the merger 1) Effect on the Company's management: As of the filing date of this material event report, the surviving company SNT Motiv Co., Ltd. holds 100% of the issued shares of the dissolving company SNT Robotics Co., Ltd. The surviving company will absorb the dissolving company at a merger ratio of 1:0, and no new shares will be issued by the surviving company as a result of this merger. Upon completion of the merger, there will be no change in the largest shareholder, and SNT Motiv Co., Ltd. will continue to exist as the surviving entity. 2) Effect on the Company's finances and operations: This merger is not expected to have a material effect on the management, finances, or operations of the surviving company; however, the efficient combination of human and physical resources is expected to strengthen corporate competitiveness through improved management efficiency and business synergies.

4. Merger ratio SNT Motiv Co., Ltd. : SNT Robotics Co., Ltd. = 1.0000000 : 0.0000000 - In the case of a merger involving the dissolution of a special purpose acquisition company (SPAC), the multiple of the reference price on the listing date 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 The surviving company owns 100% of the shares of the dissolving company, and because no new merger shares will be issued for the dissolving company's shares, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company - / Dissolving company -

6. Matters concerning external valuation Whether an external valuation was obtained: Not applicable - Basis and reason: Article 165-4 of the Financial Investment Services and Capital Markets Act and the proviso to Article 176-5, Paragraph 8, Item 2(b) of its Enforcement Decree provide that, where a company owning all of another company's issued shares merges with that company without issuing new shares, external valuation of the appropriateness of the merger value is not required; this merger falls under that provision. - Name of external valuation institution: - / Period of external valuation: - / Opinion of external valuation: -

7. Type and number of new merger shares (shares): Common shares - / Special class shares -

8. Merger counterparty Company name: SNT Robotics Co., Ltd. Main business: Manufacture of industrial robots Relationship with the Company: Subsidiary Financial information for the most recent fiscal year (KRW): Total assets 30,538,106,426; Capital stock 30,000,000,000; Total liabilities 50,531,551; Revenue 4,050,000; Total equity 30,487,574,875; Net income 487,574,875 - Whether subject to external audit: Institution name - / Audit opinion - - (For a SPAC dissolution merger) CEO - / Date of incorporation - / Head office address - / Expected date of securities registration statement filing -

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 segment for the most recent fiscal year (KRW): - / Main business: - - Whether a relisting application will be filed: Not applicable

10. Merger schedule Merger agreement date: September 4, 2026 Record date for determining shareholders: September 16, 2026 Period for closing the shareholder register: Start date - / End date - Period for receiving notices of objection to the merger: Start date September 16, 2026 / End date September 30, 2026 Scheduled date of shareholders' meeting: - Period for exercising appraisal (share purchase demand) rights: Start date - / End date - Period for submitting old share certificates: Start date - / End date - Scheduled trading suspension period: Start date - / End date - Creditor objection filing period: Start date October 2, 2026 / End date November 2, 2026 Merger effective date: November 3, 2026 Date of the completion report meeting: November 3, 2026 Scheduled date of merger registration: November 6, 2026 Scheduled date of delivery of new share certificates: - / Scheduled listing date of new shares: -

11. Whether this constitutes a backdoor listing: Not applicable

12. Whether another company meets the requirements for a backdoor listing: Not applicable

13. Matters concerning appraisal (share purchase demand) rights Exercise requirements: As this proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, shareholders of SNT Motiv Co., Ltd. are not granted appraisal rights. Expected purchase price: - / Exercise procedure, method, period, place: - / Expected timing and method of payment: - / Matters concerning restrictions on appraisal rights: - / Effect on the agreement: -

14. Date of board resolution (decision date): September 1, 2026 - Attendance of independent (outside) directors*: Present (persons) 1 / Absent (persons) - - Attendance of the auditor (audit committee member who is not an independent (outside) director*): Present

15. Whether a put option or similar agreement has been entered into: No / Contents of the agreement: -

16. Whether a securities registration statement must be filed: No - Reason for exemption: This merger is a merger without capital increase in which no merger new shares are issued, so no offering or sale of securities requiring a securities registration statement will take place. * "Independent director" applies to listed companies and "outside director" to unlisted companies.

17. Plans for future corporate restructuring As of the filing date of this report, SNT Motiv Co., Ltd. has no confirmed plans regarding corporate restructuring currently being pursued or planned following completion of the merger.

18. Other material matters relevant to investment decisions 1) As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and merger approval is given by board resolution in lieu of a shareholders' meeting. 2) Although pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the surviving company's total issued shares notifies in writing, within two weeks from the date of the merger announcement, of its objection, the merger may not proceed as a small-scale merger. 3) Because the surviving company owns all of the dissolving company's issued shares, the dissolving company satisfies the requirements for a simplified merger under Article 527-2 of the Commercial Act, and shareholders' meeting approval is replaced by board approval. 4) The financial information of the merger counterparty for the most recent fiscal year in Item 8 above is based on the financial statements as of the end of 2025. 5) If, between the date the merger agreement is signed and the merger effective date (or the deadline set forth in the merger agreement), grounds for termination arise or circumstances arise necessitating amendment, the merger agreement may be amended or terminated. 6) The above merger schedule is the expected schedule as of the time of disclosure and may change depending on consultations and approvals with relevant authorities and the circumstances of the merging companies. 7) The shareholders' meeting to report completion of the merger is expected to be replaced by a board announcement pursuant to Article 526, Paragraph 3 of the Commercial Act. * Related disclosures: Not applicable.

[Detailed Statement of Material Matters Relating to the Merger]

1. Overview of the merger (a) Basic matters concerning the merger 1) Counterparty to the merger Surviving company after merger: Trade name SNT Motiv Co., Ltd.; Address 363 Yeorak-songjeong-ro, Cheolma-myeon, Gijang-gun, Busan; CEO Kwon Hyeong-sun; Legal status Company listed on the KOSPI market Dissolving company after merger: Trade name SNT Robotics Co., Ltd.; Address 363 Yeorak-songjeong-ro, Cheolma-myeon, Gijang-gun, Busan; CEO Lee Byeong-wan; Legal status Unlisted company 2) Background of the merger: The purpose of this merger is to strengthen corporate competitiveness by having SNT Motiv Co., Ltd. absorb SNT Robotics Co., Ltd., efficiently combining human and physical resources to improve management efficiency and create business synergies. 3) Whether this constitutes a backdoor listing: Not applicable. 4) Material impact and effects on the Company's management, finances, operations, etc.: As of the filing date of this report, SNT Motiv Co., Ltd. owns 100% of SNT Robotics Co., Ltd.'s issued shares, and because this is a merger without capital increase, it is not expected to have a material effect on the surviving company's management, finances, or operations; management efficiency is expected to increase through the merger of a wholly owned subsidiary. 5) Plans for future corporate restructuring: As of the filing date of this report, there are no confirmed matters regarding corporate restructuring that SNT Motiv Co., Ltd. is pursuing or planning. 6) Overview of the counterparty company: Please refer to "2. Matters Concerning the Merger Counterparty" below. 7) Form of the merger (1) Method of merger: SNT Motiv Co., Ltd. absorbs SNT Robotics Co., Ltd.; SNT Motiv Co., Ltd. survives and SNT Robotics Co., Ltd. is dissolved. (2) Whether a small-scale or simplified merger, and basis: Because no new shares or treasury shares are issued or delivered as merger consideration and no cash is paid to the dissolving company's shareholders, this merger constitutes a small-scale merger under Article 527-3 of the Commercial Act; and because the surviving company owns all of the dissolving company's issued shares, it also constitutes a simplified merger under Article 527-2. Both companies plan to approve the merger by board resolution. (3) Listing plan of the surviving company: SNT Motiv Co., Ltd. is, as of the filing date, a company listed on the KOSPI market and will maintain that status after the merger. (4) Matters worth noting: Under Article 527-3, if a shareholder holding 20% or more of SNT Motiv Co., Ltd.'s total issued shares notifies in writing, within two weeks from the merger announcement date, of its objection, the merger may not proceed as a small-scale merger; also, because this is a small-scale merger, SNT Motiv Co., Ltd.'s shareholders are not granted appraisal rights. 8) Progress and schedule (1) Key merger schedule (Classification / Date / Remarks) Merger board resolution date: September 1, 2026 Material event report filed: September 1, 2026 Announcement of record date for determining shareholders: September 1, 2026 / Posted on the Company's website Merger agreement date: September 4, 2026 Record date for determining shareholders: September 16, 2026 Small-scale merger announcement: September 16, 2026 / Posted on the Company's website Period for receiving notices of objection to the merger: Start date September 16, 2026 / End date September 30, 2026 Merger approval board resolution date: October 1, 2026 / In lieu of a shareholders' meeting Creditor objection filing announcement: October 2, 2026 / Posted on the Company's website Creditor objection filing period: Start date October 2, 2026 / End date November 2, 2026 Merger effective date: November 3, 2026 Merger completion report board meeting: November 3, 2026 / In lieu of a shareholders' meeting Merger completion report announcement: November 3, 2026 Scheduled date of merger registration: November 6, 2026 Note: The above key merger schedule is the expected schedule as of the time of disclosure and may change depending on agreement between the merging companies, licensing and approval under relevant laws, and consultation with relevant authorities. (2) Whether a securities registration statement must be filed: Not applicable / Reason for exemption: Because this is a merger without capital increase, no offering or sale of securities requiring a securities registration statement will take place. 9) Conditions for the merger to take effect: This is a small-scale merger under Article 527-3, Paragraph 4 of the Commercial Act; if a shareholder holding 20% or more of the surviving company's total issued shares notifies the Company in writing, within two weeks from the small-scale merger announcement date, of its objection, the small-scale merger may not proceed, and the board will later decide whether to proceed. 10) Regulations or special provisions under relevant laws: All measures necessary or desirable to carry out this merger must be taken in accordance with the creditor protection procedures under Article 527-5 of the Commercial Act, the Commercial Act, the KOSPI market listing regulations, and the merger agreement.

(b) Merger value and basis for its calculation 1) Merger ratio and basis: The surviving company owns 100% of the dissolving company's shares, and because no new merger shares will be issued, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation was obtained: In accordance with the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no evaluation by an external valuation institution was obtained.

(c) Investment risk factors 1) Investment risk factors relating to the merger, etc. (1) If, between the date the merger agreement is signed and the merger effective date, a material change occurs in the property or management condition of the "surviving company" or the "dissolving company" due to a natural disaster or other cause, this agreement may be amended or terminated by agreement between the parties. (2) If a shareholder holding 20% or more of SNT Motiv Co., Ltd.'s total issued shares notifies SNT Motiv Co., Ltd. in writing of its objection to the small-scale merger under Article 527-3, Paragraph 4, changes will occur to the merger method and schedule. 2) Possibility of future listing or delisting of new shares allotted in connection with the merger: This merger is a merger without capital increase in which no merger new shares are issued; it does not constitute a backdoor listing, and there is no possibility of delisting as a result of this merger. 3) Risk factors to consider when investing in the relevant securities if the merger is completed: This merger is a small-scale merger of a wholly owned (100%) subsidiary, and there are no securities subject to offering or sale in connection with it; because the impact on the consolidated financial statements before and after the merger is the same, risk factors to consider are limited. 4) Status of any option agreement relating to the merger: Not applicable.

(d) Matters concerning appraisal (share purchase demand) rights Because this merger proceeds as a small-scale merger under Article 527-3, appraisal rights are not granted, and merger approval is given by board resolution in lieu of a shareholders' meeting.

(e) Relationship between the merging companies, etc. 1) Relationship with the counterparty company: As of the filing date, SNT Robotics Co., Ltd. is a subsidiary in which SNT Motiv Co., Ltd. holds a 100% equity interest. 2) Interlocking directorates among executives: Lee Byeong-wan - SNT Motiv Co., Ltd.: Unregistered executive; SNT Robotics Co., Ltd.: Registered executive. Kim Do-hwan - SNT Motiv Co., Ltd.: Registered executive; SNT Robotics Co., Ltd.: Registered executive. 3) Cases where the largest shareholder of one party is a related party of the other party: As of the filing date, because SNT Motiv Co., Ltd. is the largest shareholder of SNT Robotics Co., Ltd., holding a 100% equity interest, the largest shareholder and related parties of one party constitute related parties of the other party. 4) Other matters concerning competitive or complementary business relationships, etc.: Not applicable. 5) Transactions between the merging companies (1) Equity investment: SNT Motiv Co., Ltd. is the largest shareholder of SNT Robotics Co., Ltd., holding a 100% equity interest. (Unit: shares, %) SNT Robotics Co., Ltd.: Investment in subsidiary; 6,000,000 shares; 100.00%; - (2) Debt guarantees: Not applicable. (3) Provision of collateral: Not applicable. (4) Purchase and sale transactions (Unit: KRW thousand): SNT Motiv Co., Ltd. / SNT Robotics Co., Ltd. / 2025: Sales, etc. 4,896,051; Purchases, etc. 4,050. * SNT Robotics Co., Ltd. was incorporated on July 1, 2025. (5) Operating receivables and payables, accrued expenses and accrued income (Unit: KRW thousand): SNT Motiv Co., Ltd. / SNT Robotics Co., Ltd. / 2025: Trade receivables -; Other receivables, etc. -; Trade payables -; Other payables, etc. -. * SNT Robotics Co., Ltd. was incorporated on July 1, 2025. 6) Transactions with the largest shareholder of the merging companies (1) Credit extended to the largest shareholder: Not applicable. (2) Asset transfers, etc. with the largest shareholder: Not applicable. (3) Business transactions with the largest shareholder (Unit: KRW thousand): SNT Motiv Co., Ltd. / SNT Holdings Co., Ltd. / 2025: Sales, etc. -; Purchases, etc. 1,955,553. 2024: Sales, etc. -; Purchases, etc. 1,882,945. 2023: Sales, etc. -; Purchases, etc. 2,218,456.

2. Matters concerning the merger counterparty (a) Company overview Company name: SNT Robotics Co., Ltd. / CEO: Lee Byeong-wan / Business registration number: 460-86-03708 / Address: 363 Yeorak-songjeong-ro, Cheolma-myeon, Gijang-gun, Busan / Website: - / Whether classified as an SME: Not applicable / Fiscal year-end month: December / Industry: Manufacture of industrial robots / Date of incorporation: July 1, 2025

(b) Business description SNT Robotics Co., Ltd. was incorporated on July 1, 2025, and its main business is the design of industrial robots and the design and manufacture of machinery.

(c) Financial matters 1) Summary balance sheets for the most recent three years (Unit: KRW thousand) - 2025: Current assets 24,215,418; Non-current assets 6,322,688; Total assets 30,538,106; Current liabilities 38,196; Non-current liabilities 12,335; Total liabilities 50,531; Capital stock 30,000,000; Capital surplus -; Retained earnings 487,575; Total equity 30,487,575. * SNT Robotics Co., Ltd. was incorporated on July 1, 2025. 2) Summary income statements for the most recent three years (Unit: KRW thousand) - 2025: Operating revenue 4,050; Operating expenses (614,416); Operating profit (610,366); Net income before income tax 574,555; Net income 487,575; Total comprehensive income 487,575; Basic earnings per share (KRW) 81. * SNT Robotics Co., Ltd. was incorporated on July 1, 2025. 3) Matters concerning restatement of financial statements, etc.: Not applicable. 4) Financial regulations and costs applicable to a SPAC: Not applicable. 5) Matters concerning dividends: Not applicable.

(d) External auditor's audit opinion SNT Robotics Co., Ltd. was incorporated on July 1, 2025, and because it is not subject to mandatory external audit, it has not been audited by an external auditor.

(e) Board of directors and other corporate bodies As of the filing date, the board of SNT Robotics Co., Ltd. consists of three directors and one auditor; there are no committees within the board.

(f) Shareholders SNT Motiv Co., Ltd.: 6,000,000 shares; 100.00%

(g) Executives and employees In addition to three registered directors and one auditor, SNT Robotics Co., Ltd. has 19 executives and employees.

(h) Affiliates As of the filing date, the affiliates of SNT Robotics Co., Ltd. are the same as those of the Company; for details, please refer to the business report of SNT Motiv Co., Ltd.

(i) Other matters necessary to protect investors 1) Material litigation: Not applicable. 2) Other contingent liabilities, etc.: Not applicable. 3) Status of sanctions: Not applicable.