Material event report (merger)

What happened

Material Event Report (Decision on Company Merger) 6.2 Soulbrain Holdings Co., Ltd. Material Event Report / Matter subject to mandatory exchange reporting To: Financial Services Commission / Korea Exchange October 1, 2026 Company name: Soulbrain Holdings Co., Ltd. CEO: Jung Hyun-seok, Jung Moon-ju (Co-CEOs) Head office location: 5F, 34 Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong, Soulbrain) (Tel) 031-719-0700 (Website) http://www.soulbrainholdings.co.kr Preparer: (Title) Head of Finance Office (Name) Byun Sun-hyung (Tel) 031-710-7334

Decision on Company Merger

1. Merger method Soulbrain Holdings Co., Ltd. absorbs and merges with Soulbrain Network Co., Ltd. - Surviving company: Soulbrain Holdings Co., Ltd. - Dissolving company: Soulbrain Network Co., Ltd. - Merger type: small-scale merger

2. Purpose of the merger Increase management efficiency and strengthen business competitiveness

3. Material impact and effects of the merger 1) Effect on management of the company As of the filing date of this material event report, the merging company, Soulbrain Holdings Co., Ltd., holds 100% of the shares issued by the merged company, Soulbrain Network Co., Ltd. The merging company will absorb the merged company at a merger ratio of 1:0, and no new shares will be issued by the merging company as a result of this merger. Upon completion of the merger, there will be no change in the largest shareholder of Soulbrain Holdings Co., Ltd. Soulbrain Holdings Co., Ltd. will remain as the surviving company, and Soulbrain Network Co., Ltd., the merged company, will be dissolved.

2) Effect on the company's finances and operations This merger is not expected to have a significant impact on the management, finances, or operations of the surviving company, Soulbrain Holdings Co., Ltd., but efficient combination of human and physical resources is expected to increase management efficiency and strengthen business competitiveness.

4. Merger ratio Soulbrain Holdings Co., Ltd. : Soulbrain Network Co., Ltd. = 1.0000000 : 0.0000000 - For a merger involving dissolution of a special purpose acquisition company (SPAC), the multiple of the reference price on the listing date of merger new shares relative to the SPAC's closing price on its last trading day: not applicable

5. Basis for calculating the merger ratio The merging company, Soulbrain Holdings Co., Ltd., owns 100% of the shares of the merged company, Soulbrain Network Co., Ltd., and since no new shares will be issued for the shares of the merged company at the time of the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: surviving company: not applicable; dissolving company: not applicable

6. Matters concerning external valuation Whether an external valuation applies: not applicable - Basis and reason: Article 165-4 of the Financial Investment Services and Capital Markets Act and the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the same Act provide that where a company that owns the total number of issued shares of another company merges with that company without issuing new shares, an evaluation by an external valuation institution on the appropriateness of the merger value is not required. As this merger falls under that provision, it was not subject to evaluation by an external valuation institution. Name of external valuation institution: not applicable External valuation period: not applicable External valuation opinion: not applicable

7. Type and number of new shares issued in the merger (shares) Common stock: not applicable Special class shares: not applicable

8. Counterparty company in the merger Company name: Soulbrain Network Co., Ltd. Main business: other specialized service activities, etc. Relationship with the company: subsidiary Financial details for the most recent fiscal year (KRW) Total assets: 222,236,459,061 Capital stock: 5,035,856,500 Total liabilities: 37,784,161 Revenue: not applicable Total equity: 222,198,674,900 Net income: 253,265,340 - External audit: Auditor name: Hanyoung Accounting Corporation; Audit opinion: Unqualified (Clean) - For a merger involving dissolution of a SPAC: CEO: not applicable; Date of incorporation: not applicable; Head office location: not applicable; Expected securities registration statement filing date: not applicable

9. Newly established merger company Company name: not applicable Financial details at incorporation (KRW): Total assets: not applicable; Total liabilities: not applicable; Total equity: not applicable; Capital stock: not applicable Revenue of the newly established business division for the most recent fiscal year, as of the present (KRW): not applicable Main business: not applicable Whether a re-listing application will be filed: not applicable

10. Merger schedule Merger agreement date: October 6, 2026 Record date for determining shareholders: October 16, 2026 Shareholder register closure period: start date: not applicable; end date: not applicable Period for receiving notices of objection to the merger: start date October 16, 2026; end date October 30, 2026 Expected date of general shareholders' meeting: not applicable Appraisal right exercise period: start date: not applicable; end date: not applicable Old share certificate submission period: start date: not applicable; end date: not applicable Expected trading suspension period: start date: not applicable; end date: not applicable Creditor objection submission period: start date November 2, 2026; end date December 3, 2026 Merger effective date: December 4, 2026 Date of merger completion report meeting: December 4, 2026 Expected merger registration date: December 4, 2026 Expected date of delivery of new share certificates: not applicable Expected listing date of new shares: not applicable

11. Whether this constitutes a backdoor listing: not applicable

12. Whether the merger satisfies the backdoor-listing requirements of another company: not applicable

13. Matters concerning appraisal (stock purchase) rights Exercise requirements: Since this merger proceeds under the small-scale merger procedure pursuant to Article 527-3 of the Commercial Act, the appraisal rights of Soulbrain Holdings Co., Ltd. shareholders are not recognized. Expected purchase price: not applicable Exercise procedure, method, period, location: not applicable Expected payment timing and method: not applicable Matters concerning restrictions on appraisal rights: not applicable Effect on the contract: not applicable

14. Board of directors' resolution date (decision date): October 1, 2026 - Attendance of independent (outside) directors*: Present: 1; Absent: not applicable - Attendance of the auditor (an audit committee member who is not an independent (outside) director*): Present

15. Whether a put option or similar contract has been concluded: No - Contract details: not applicable

16. Whether this is subject to securities registration statement filing: No - Reason for exemption, if applicable: Since this merger is being carried out as a merger without capital increase, in which no new merger shares are issued, no offering or sale of securities requiring the filing of a securities registration statement occurs in the course of this merger. * For listed companies, this refers to independent directors; for unlisted companies, to outside directors.

17. Plans for future corporate restructuring As of the filing date of this report, Soulbrain Holdings Co., Ltd. has no confirmed plans regarding corporate restructuring that is currently being pursued or planned after completion of the merger.

18. Other material matters relevant to investment decisions 1) Since this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and merger approval will be substituted by board of directors' approval. 2) Although this merger is being 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 total issued shares of the surviving company notifies in writing its objection to the merger within two weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger. 3) The financial details of the merger counterparty company in Item 8 above are based on the financial statements as of the end of fiscal year 2025. 4) If, between the date of execution of the merger agreement and the merger effective date (or the deadline specified in the merger agreement), grounds for termination under the merger agreement arise, or circumstances arise necessitating a change to the merger agreement, the merger agreement may be amended or terminated. 5) The merger schedule above is the expected schedule as of the time of this material event report disclosure, and may change depending on consultations and approval processes with relevant authorities and circumstances of the merging parties. 6) The merger completion report meeting above will be substituted by a board of directors' 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 (1) Basic matters concerning the merger 1) Counterparty to the merger Post-merger surviving company: Name: Soulbrain Holdings Co., Ltd.; Location: 5F, 34 Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong, Soulbrain); CEO: Jung Hyun-seok, Jung Moon-ju (Co-CEOs); Listing status: listed company Post-merger dissolving company: Name: Soulbrain Network Co., Ltd.; Location: 4F, 34 Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong, Soulbrain); CEO: Jung Hyun-seok; Listing status: unlisted company

2) Background of the merger This merger is intended for the merging company, Soulbrain Holdings Co., Ltd., to absorb the merged company, Soulbrain Network Co., Ltd., thereby reducing unnecessary operating costs, increasing management efficiency, and strengthening business competitiveness.

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

4) Material impact and effects on the company's management, finances, and operations Since Soulbrain Network Co., Ltd., whose main business is other specialized service activities, is a subsidiary of Soulbrain Holdings Co., Ltd., the merger is not expected to have a significant impact on consolidated management, finances, or operations. In addition, by integrating the human and physical resources of both companies through a merger between a wholly owning parent and its wholly owned subsidiary, the merger is expected to contribute to maximizing corporate value through management rationalization, increased efficiency, and reduction of redundant costs.

5) Plans for future corporate restructuring As of the filing date of this report, Soulbrain Holdings Co., Ltd. has no confirmed plans regarding corporate restructuring currently being pursued 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 Merger method: The merging company, Soulbrain Holdings Co., Ltd., absorbs and merges with the merged company, Soulbrain Network Co., Ltd.; Soulbrain Holdings Co., Ltd. survives, and Soulbrain Network Co., Ltd. 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 consideration for this merger, and no cash is provided to shareholders of the dissolving company), and the merger is planned to be approved by board of directors' resolution. ③ Notable matters regarding the method of merger: Under Article 527-3 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of Soulbrain Holdings Co., Ltd. notifies in writing its objection to the merger within two weeks from the date of the merger announcement, 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, appraisal rights are not recognized for shareholders of Soulbrain Holdings Co., Ltd.

8) Major merger schedule Merger board resolution date: October 1, 2026; Note: not applicable Announcement of record date setting for shareholder determination: October 1, 2026; Note: posted on the company's website Material event report filing: October 1, 2026; Note: not applicable Merger agreement date: October 6, 2026; Note: not applicable Record date for determining shareholders: October 16, 2026; Note: not applicable Small-scale merger announcement: October 16, 2026; Note: posted on the company's website Period for receiving notices of objection to the merger: start date October 16, 2026; end date October 30, 2026; Note: not applicable Board resolution date approving the merger: November 2, 2026; Note: substitutes for a general shareholders' meeting Creditor objection submission announcement: November 2, 2026; Note: posted on the company's website Creditor objection submission period: start date November 2, 2026; end date December 3, 2026; Note: not applicable Merger effective date: December 4, 2026; Note: not applicable Board resolution date for the merger completion report: December 4, 2026; Note: substitutes for a general shareholders' meeting Merger completion report announcement: December 4, 2026; Note: posted on the company's website Expected merger registration date: December 4, 2026; Note: not applicable

(Note 1) The major merger schedule above is the expected schedule as of the filing date of this report, and may change due to circumstances such as permits and approvals under relevant laws and consultations with relevant authorities. (Note 2) The "record date for determining shareholders" above refers to the record date for determining the shareholders of Soulbrain Holdings Co., Ltd. who are entitled to express objection to the small-scale merger. (Note 3) The merger completion report will be substituted by an announcement based on a board of directors' resolution.

9) Whether a securities registration statement is filed Whether subject to securities registration statement filing: not applicable Reason for exemption, if applicable: merger without capital increase (no new shares issued)

10) Conditions for completion of the merger, etc.: please refer to "(3) Investment Risk Factors - 1) Risk Factors That May Impede Completion of the Merger" below.

(2) Merger ratio and basis for its calculation 1) Merger ratio and basis for calculation: The surviving company, Soulbrain Holdings Co., Ltd., owns 100% of the shares of the dissolving company, Soulbrain Network Co., Ltd., and since no new merger shares will be issued for the shares of the dissolving company at the time of the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation applies: 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 (excluding evaluation by an external valuation institution on the appropriateness of the merger value where a company owning the total number of issued shares of another company merges with that company without issuing new shares), this merger was not subject to evaluation by an external valuation institution.

(3) Investment risk factors 1) Risk factors that may impede completion of the merger ① Conditions for termination of effect under the merger agreement Merger Agreement Article 13 (Termination of this Agreement) 13.1 This Agreement may be terminated prior to the merger effective date if any of the following grounds arises: (1) Where the parties mutually agree in writing to terminate this Agreement; (2) Where merger approval is not obtained at the board of directors meeting of either party convened for the purpose of approving this merger; (3) Where, after the execution date of this Agreement and before the merger effective date, a material adverse change occurs in the financial condition, business performance, operating condition, or prospects of Soulbrain Holdings or Soulbrain Network; (4) Where Soulbrain Holdings or Soulbrain Network materially breaches any covenant or other obligation required to be performed under Article 9 of this Agreement, by the other party; (5) Where a shareholder holding 20% or more of the total issued shares of Soulbrain Holdings notifies in writing its objection to the small-scale merger within two weeks from the date of the small-scale merger announcement or notice under Article 527-3, Paragraph 3 of the Commercial Act, by Soulbrain Holdings. 13.2 Effects of termination (1) If this Agreement is terminated, except as otherwise provided in this Agreement, the parties no longer hold rights or bear obligations under this Agreement. (2) If this Agreement is terminated, the parties shall bear an obligation to restore the original state, and if either party suffers damages as a result of the termination of this Agreement, the party at fault shall compensate for such damages. (3) Where restoration of the original state is required following termination of this Agreement but such restoration is impossible, compensation shall be made in the amount of its value. (4) Notwithstanding the termination of this Agreement, Article 13.2 and Article 14, and any other provisions of this Agreement expressly intended, or by their nature intended, to survive termination, shall remain in effect.

2) Matters concerning the listing of merger new shares and the possibility of delisting Since this merger is conducted without capital increase and no new shares are issued, listing of merger new shares is not applicable. In addition, since this merger does not constitute a backdoor listing, there is no possibility of delisting.

3) Risk factors to consider when investing in related securities if the merger is completed This merger is a small-scale merger in which Soulbrain Holdings Co., Ltd. absorbs its wholly owned subsidiary, Soulbrain Network Co., Ltd.; there are no securities subject to offering or sale in connection with this merger. In addition, all rights and obligations, including all types of assets and liabilities held by Soulbrain Network Co., Ltd. as of the merger effective date, will be succeeded to by Soulbrain Holdings Co., Ltd. on the merger effective date without additional procedures or contracts, but since this is not expected to have a significant impact on finances or operations, the risk factors to consider when investing in the securities are limited.

4) Matters concerning conclusion of option contracts related to the merger: not applicable.

(4) Matters concerning appraisal (stock purchase) rights Since this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and merger approval will be substituted by board of directors' approval.

(5) Interests between the parties, etc. 1) Relationship between the parties ① Relationship as affiliated companies or subsidiaries, etc.: As of the filing date of this report, Soulbrain Holdings Co., Ltd. is a subsidiary in which Soulbrain Network Co., Ltd. holds 100% equity (as stated in the filing). ② Interlocking directorates among officers Name: Jung Hyun-seok; Soulbrain Holdings Co., Ltd. position: Co-CEO; Soulbrain Network Co., Ltd. position: CEO Name: Byun Sun-hyung; Soulbrain Holdings Co., Ltd. position: Managing Director (unregistered); Soulbrain Network Co., Ltd. position: in-house director ③ Where the largest shareholder of one party is a related party of the other party: Since Soulbrain Network Co., Ltd. is a subsidiary in which Soulbrain Holdings Co., Ltd. holds 100% equity, 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.: Soulbrain Network Co., Ltd., whose main business is other service activities, etc., is a subsidiary of Soulbrain Holdings Co., Ltd.

2) Transactions between the parties ① Share acquisition / equity investment (unit: shares, %, KRW million) Investing company: Soulbrain Holdings Co., Ltd.; Invested company: Soulbrain Network Co., Ltd.; Acquisition date: 2023.08.11; Account: subsidiary; Number of shares: 8,393,090; Equity ratio: 100.00%; Acquisition cost: 102,626 ※ The initial acquisition date was August 11, 2023, and the in-kind contribution was made on October 16, 2023. ※ The acquisition cost is based on the book value as of December 31, 2025.

② Debt guarantee Guarantor company: Soulbrain Holdings Co., Ltd.; Borrowing company: Soulbrain Network Co., Ltd.; Lender: Hana Bank; Guarantee amount: KRW 60 billion; Guarantee period: 2026.04.29 ~ 2027.04.29

③ Provision of collateral: not applicable. ④ Purchase and sales transactions: not applicable. ⑤ Operating receivables/payables and accrued expenses/receivables: not applicable.

3) Transactions with the largest shareholders of the parties 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: not applicable.

(6) Other matters necessary for investor protection 1) Past material asset transfers: not applicable. 2) Equity status of the largest shareholder, etc.: Since this merger is a merger without capital increase in which no new merger shares are issued, there is no change in the equity holdings of the largest shareholder before or after the merger. 3) Changes in the company's capital after the merger: Since this merger is a merger without capital increase in which no new merger shares are issued, there will be no change in the total number of issued shares or capital stock of Soulbrain Holdings Co., Ltd. after the merger. 4) Management policy and officer composition after the merger, etc.: As of the filing date of this report, there are no plans regarding changes to the surviving company's future material management policy, method of officer composition, etc. after completion of this merger. 5) Business plans, etc.: As a result of this merger, there are no plans to change or discontinue the businesses that Soulbrain Holdings Co., Ltd. and Soulbrain Network Co., Ltd. operated prior to the merger.

2. Matters concerning the merger counterparty company (1) Overview of the company Company name: Soulbrain Network Co., Ltd. Representative: Jung Hyun-seok Head office business registration number: 819-87-02820 Head office address: 4F, 34 Pangyo-ro 255beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong, Soulbrain) Main business: other service activities, etc. Listing status: unlisted company

(2) Description of business: Soulbrain Network Co., Ltd.'s main business is other service activities.

(3) Financial matters 1) Summary statement of financial position for the last 3 years (unit: KRW) Item: 2025 / 2024 / 2023 Current assets: 12,114,120,593 / 11,866,687,042 / 378,038,619 Non-current assets: 210,122,338,468 / 210,083,642,986 / 71,869,355,066 Total assets: 222,236,459,061 / 210,083,642,986 / 72,247,393,685 Current liabilities: 6,776,515 / 4,920,468 / 23,823,122 Non-current liabilities: 31,007,646 / not applicable / 4,344,843 Total liabilities: 37,784,161 / 4,920,468 / 28,167,965 Capital stock: 5,035,856,500 / 5,035,856,500 / 4,196,545,000 Capital surplus: 37,138,242,117 / 217,163,957,096 / 68,042,873,259 Retained earnings: 180,024,576,283 / -254,404,036 / -20,192,539 Total equity: 222,198,674,900 / 221,945,409,560 / 72,219,225,720 Total liabilities and equity: 222,236,459,061 / 221,950,330,028 / 72,247,393,685

2) Summary income statement for the last 3 years (unit: KRW) Item: 2025 / 2024 / 2023 Operating revenue: not applicable / not applicable / not applicable Operating expenses: 77,364,967 / 815,785,554 / 20,387,897 Operating profit: -77,364,967 / -815,785,554 / -20,387,897 Net income: 253,265,340 / -234,211,497 / -20,192,539

3) Financial regulations and expenses of a special purpose acquisition company, etc.: not applicable. 4) Matters of note such as restatement of financial statements: not applicable.

(4) External auditor's audit opinion Item: 2025; Auditor: Hanyoung Accounting Corporation; Audit opinion: Unqualified (Clean); Audit report notes: not applicable Item: 2024; Auditor: Hanyoung Accounting Corporation; Audit opinion: Unqualified (Clean); Audit report notes: not applicable

(5) Matters concerning the board of directors and other corporate bodies As of the filing date of this report, the board of directors of Soulbrain Network Co., Ltd. consists of a total of 3 directors and 1 auditor. There are no committees within the board of directors.

(6) Matters concerning shareholders Shareholder name: Soulbrain Holdings Co., Ltd.; Shares held: 8,393,090 shares; Equity ratio: 100.00%

(7) Matters concerning officers and employees As of the filing date of this report, Soulbrain Network Co., Ltd. has a total of 4 officers and employees (including directors and the auditor).

(8) Matters concerning affiliated companies, etc. As of the filing date of this report, the affiliated companies of Soulbrain Network Co., Ltd. are the same as those of this company; for details, please refer to the business report of Soulbrain Holdings Co., Ltd.

(9) Other matters necessary for investor protection 1) Material litigation: not applicable. 2) Other contingent liabilities, etc.: not applicable. 3) Status of sanctions: not applicable.