Capital and business alliance, issuance of new shares through a third-party allotment, and changes in major shareholders and other shareholders
Will Smart Co., Ltd. (filing company), ZENRIN CO.,LTD., and 泉陽興業株式会社
The Company's Mobility DX business, public rideshare services, community bus systems, transportation data integration and analysis systems, digital signage, reservation and ticketing systems, and mobility services for visitors, among others
The Company determined that it was necessary to strengthen its financial base and make growth investments against a backdrop of continued operating losses and negative operating cash flow, net losses recorded in the previous fiscal year and the current first quarter, and a decrease in total net assets to negative ¥51.2 million.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
ZENRIN CO.,LTD.: 6,450 voting rights (645,000 shares), 43.42%, as of 15 May 2026. 泉陽興業株式会社: no voting rights
ZENRIN CO.,LTD.: 11,658 voting rights (1,165,800 shares), 54.10%. 泉陽興業株式会社: 1,488 voting rights (148,800 shares), 6.90%. Both figures were calculated based on the number of voting rights and other relevant figures as of 15 May 2026.
No change to the full-year earnings forecast for the fiscal year ending December 2026
Company response
The Company commissioned the third-party investigation organization 株式会社ディークエスト to investigate whether 泉陽興業株式会社, its officers or its principal shareholders had any relationship with antisocial forces, and received a report dated 15 April 2026 stating that no such relationships existed.
Payment is scheduled for 1 June 2026. The funds raised are expected to be allocated from June 2026 through December 2027 to system construction for commissioned development projects and the development, production, operation and maintenance of the Company's proprietary platform system. The Company will advance collaboration with ZENRIN CO.,LTD. on regional transportation DX and a business alliance with 泉陽興業株式会社 related to mobility DX. The offering is subject to the effectiveness of the filing under the Financial Instruments and Exchange Act.
The Company plans to post supplementary financial results presentation materials on its website promptly after announcing its financial results.
| Item | Details |
|---|---|
| Event name | Capital and business alliance, issuance of new shares through a third-party allotment, and changes in major shareholders and other shareholders |
| Date of occurrence | 15 May 2026 (resolved by the Board of Directors) |
| Subject Entity | Will Smart Co., Ltd. (filing company), ZENRIN CO.,LTD., and 泉陽興業株式会社 |
| Target Locations / Products | The Company's Mobility DX business, public rideshare services, community bus systems, transportation data integration and analysis systems, digital signage, reservation and ticketing systems, and mobility services for visitors, among others |
| Cause | The Company determined that it was necessary to strengthen its financial base and make growth investments against a backdrop of continued operating losses and negative operating cash flow, net losses recorded in the previous fiscal year and the current first quarter, and a decrease in total net assets to negative ¥51.2 million. |
| Impact on Earnings Forecast | No change to the full-year earnings forecast for the fiscal year ending December 2026 |
| Investigation structure | The Company commissioned the third-party investigation organization 株式会社ディークエスト to investigate whether 泉陽興業株式会社, its officers or its principal shareholders had any relationship with antisocial forces, and received a report dated 15 April 2026 stating that no such relationships existed. |
| Voting rights ownership percentage before the change | ZENRIN CO.,LTD.: 6,450 voting rights (645,000 shares), 43.42%, as of 15 May 2026. 泉陽興業株式会社: no voting rights |
| Voting rights ownership percentage after the change | ZENRIN CO.,LTD.: 11,658 voting rights (1,165,800 shares), 54.10%. 泉陽興業株式会社: 1,488 voting rights (148,800 shares), 6.90%. Both figures were calculated based on the number of voting rights and other relevant figures as of 15 May 2026. |
| Outlook | Payment is scheduled for 1 June 2026. The funds raised are expected to be allocated from June 2026 through December 2027 to system construction for commissioned development projects and the development, production, operation and maintenance of the Company's proprietary platform system. The Company will advance collaboration with ZENRIN CO.,LTD. on regional transportation DX and a business alliance with 泉陽興業株式会社 related to mobility DX. The offering is subject to the effectiveness of the filing under the Financial Instruments and Exchange Act. |
| Planned follow-up disclosure | The Company plans to post supplementary financial results presentation materials on its website promptly after announcing its financial results. |
Items this document does not state (14)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purposes are to strengthen the financial base in light of continued operating losses, negative operating cash flow and negative net assets; raise funds for investment to achieve the medium-term management plan; expand the business by leveraging the external partners' sales and customer development capabilities; and enhance the added value of products and services.