Execution of a share exchange agreement to make WOODMAN株式会社 a wholly owned subsidiary through a share exchange
eole Inc., WOODMAN株式会社
AI servers and storage, modular AI data centers, AI data center development and construction, and the immersion cooling solutions “IMMERSIA” and “IMMERSIA EDGE”
To integrate the ongoing business collaboration between the two companies from both capital and management perspectives, and further increase execution speed and business scale. To strengthen AI infrastructure supply capacity and business development capabilities.
The quantitative impact on the Company’s consolidated results is currently under review, and the amount of the impact has not been determined.
Scheduled to be included in the Company’s consolidated results from December 2026
The quantitative impact on the Company’s consolidated results is currently under review, and details will be disclosed promptly once finalized.
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.
JAIC-Web3 Fund Investment Limited Partnership: 44,500 units (4,450,000 shares), 10.34% (as of 30 September 2026). Yoshida Naoto (吉田 直人): 43,330 units (4,333,000 shares), 10.07% (as of 30 September 2026)
JAIC-Web3 Fund Investment Limited Partnership: 44,500 units (4,450,000 shares), 9.57%. Yoshida Naoto (吉田 直人): 43,330 units (4,333,000 shares), 9.32%. Following the change, the basis is scheduled to be the total of 464,510 voting rights, including the voting rights attached to 3,436,428 new shares.
Related procedures
Extraordinary general meeting procedures for approval of the share exchange agreement
Company response
Third-party investigative committee or special investigative committee: not disclosed. Sakura Accounting LLC has been appointed as the third-party valuation institution to ensure fairness.
eole Inc.’s extraordinary general meeting of shareholders is scheduled for 27 November 2026, and WOODMAN株式会社’s extraordinary general meeting of shareholders is scheduled to approve the transaction during November 2026. The share exchange is scheduled to take effect on 30 November 2026. From December 2026, WOODMAN’s results will be included in consolidated results, while the companies will proceed with joint development of AI data center projects, accelerate the launch of the neo-cloud business, and strengthen data center development and construction capabilities.
Details of the quantitative impact on the Company’s consolidated results, as well as the accounting treatment, goodwill amount and other matters, will be disclosed promptly once finalized.
| Item | Details |
|---|---|
| Event name | Execution of a share exchange agreement to make WOODMAN株式会社 a wholly owned subsidiary through a share exchange |
| Date of occurrence | 15 October 2026 (date of the Board of Directors’ resolution and execution of the share exchange agreement) |
| Subject Entity | eole Inc., WOODMAN株式会社 |
| Target Locations / Products | AI servers and storage, modular AI data centers, AI data center development and construction, and the immersion cooling solutions “IMMERSIA” and “IMMERSIA EDGE” |
| Cause | To integrate the ongoing business collaboration between the two companies from both capital and management perspectives, and further increase execution speed and business scale. To strengthen AI infrastructure supply capacity and business development capabilities. |
| Amount of Impact on Business Performance | The quantitative impact on the Company’s consolidated results is currently under review, and the amount of the impact has not been determined. |
| Accounting period in which recognized | Scheduled to be included in the Company’s consolidated results from December 2026 |
| Impact on Earnings Forecast | The quantitative impact on the Company’s consolidated results is currently under review, and details will be disclosed promptly once finalized. |
| Type of litigation or proceeding | Extraordinary general meeting procedures for approval of the share exchange agreement |
| Investigation structure | Third-party investigative committee or special investigative committee: not disclosed. Sakura Accounting LLC has been appointed as the third-party valuation institution to ensure fairness. |
| Voting rights ownership percentage before the change | JAIC-Web3 Fund Investment Limited Partnership: 44,500 units (4,450,000 shares), 10.34% (as of 30 September 2026). Yoshida Naoto (吉田 直人): 43,330 units (4,333,000 shares), 10.07% (as of 30 September 2026) |
| Voting rights ownership percentage after the change | JAIC-Web3 Fund Investment Limited Partnership: 44,500 units (4,450,000 shares), 9.57%. Yoshida Naoto (吉田 直人): 43,330 units (4,333,000 shares), 9.32%. Following the change, the basis is scheduled to be the total of 464,510 voting rights, including the voting rights attached to 3,436,428 new shares. |
| Outlook | eole Inc.’s extraordinary general meeting of shareholders is scheduled for 27 November 2026, and WOODMAN株式会社’s extraordinary general meeting of shareholders is scheduled to approve the transaction during November 2026. The share exchange is scheduled to take effect on 30 November 2026. From December 2026, WOODMAN’s results will be included in consolidated results, while the companies will proceed with joint development of AI data center projects, accelerate the launch of the neo-cloud business, and strengthen data center development and construction capabilities. |
| Planned follow-up disclosure | Details of the quantitative impact on the Company’s consolidated results, as well as the accounting treatment, goodwill amount and other matters, will be disclosed promptly once finalized. |
Items this document does not state (11)
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 transaction will integrate the existing business collaboration in the AI data center business from both capital and management perspectives, increasing execution speed and business scale. It is also intended to strengthen AI infrastructure supply capacity and business development capabilities, while curbing cash outflows and maintaining the financial capacity required for growth investment.