Material Uncertainty Regarding the Going Concern Assumption
株式会社HODL1 and the HODL1 Group
HODL (crypto-asset treasury) business, BUIDL (blockchain, AI and other development consulting) business, AI management accounting agent business, and blockchain services business
The loss of control over the principal operating subsidiary and corporate assets as a result of the management-control dispute under the former management and the related series of improper transactions.
Operating loss: ¥303.116 million; ordinary loss: ¥276.886 million; quarterly net loss attributable to owners of the parent: ¥347.873 million. Extraordinary losses: ¥45.582 million (loss on sale of investment securities: ¥21.557 million; provision for allowance for doubtful accounts: ¥24.024 million)
Cumulative third-quarter consolidated period of the fiscal year ending October 2026 (1 November 2025 to 31 July 2026)
The company has not disclosed an earnings forecast and will promptly disclose one once a reasonable calculation becomes possible.
¥2,060 million (a long-term loan to the former subsidiary to which assets were improperly transferred; an allowance for doubtful accounts was recognized for the same amount)
Company response
An external investigation report is mentioned. The name of the third-party committee, the chair's name and the establishment date are not disclosed.
1. Expansion of orders for the core BUIDL business: In the blockchain development and consulting business relaunched in June 2025, the company is strengthening its development capabilities by adding highly specialized engineers and other personnel, expanding orders for Web3 projects and technology consulting, and working to establish stable and prompt cash inflows. 2. New businesses and strategic alliances: The company is accelerating the full-scale sales rollout of its AI management accounting agent business, launched in May 2026, and is securing implementation projects with mid-sized and listed companies as a solution for the substantial efficiency enhancement of back-office operations. In addition, based on non-binding memoranda of understanding for business alliances with Startale Group and 博報堂キースリー, the company is pursuing specific approaches toward the commercialization of on-chain finance, including stablecoin payments and digital bonds. 3. Maximizing financing and promoting exercise: The company is promoting the exercise of the 16th and 17th series of stock acquisition rights, for which payment was completed on 19 May 2026 and the exercise prices were fixed at ¥250 and ¥400, respectively, taking into account market conditions. If all the rights are exercised, financing of up to approximately ¥6.4 billion (estimated net proceeds of approximately ¥6.41 billion) is expected to be realized, with the aim of fundamentally stabilizing the financial base over the medium to long term and securing funds for growth investments. 4. Execution of crypto-asset lending commitment lines with management and others: To supplement working capital flexibly and ease market concerns about business continuity, the company secured, on 26 August 2026, unsecured and unguaranteed crypto-asset-denominated lending facilities from Representative Director and CEO Tahara Hirotaka (田原弘貴) and Director and CSO Tanaka Ryo (田中遼), totaling 7 BTC and 100 ETH (combined reference yen value of approximately ¥126.48 million), thereby establishing a means of stabilizing short-term cash management. 5. Recovery of assets and enhancement of governance: The company is persistently continuing a series of legal proceedings to recover the improperly transferred subsidiary and assets that flowed out of the company, including litigation seeking invalidation of the new share issuance and related relief, while steadily pursuing litigation to hold the former management liable as officers and working to restore confidence in governance by reinforcing compliance and internal controls.
The company is pursuing litigation to hold the former management liable as officers. Compensation reductions, resignations and internal disciplinary action are not disclosed.
Related procedures
Actions seeking invalidation of new share issuances and related relief, actions seeking to hold officers liable and related proceedings, and payment of a surcharge to the Financial Services Agency
Financial Services Agency (reference to payment of a surcharge). Court name: not disclosed
The company will continue expanding orders for the BUIDL business, promoting the AI management accounting agent business and strategic alliances, promoting the exercise of stock acquisition rights, stabilizing cash management through crypto-asset lending facilities from management and others, and pursuing asset recovery, litigation and governance enhancement. An earnings forecast will be promptly disclosed once a reasonable calculation becomes possible.
| Item | Details |
|---|---|
| Event name | Material Uncertainty Regarding the Going Concern Assumption |
| Date of occurrence | 31 July 2026 (end of the third-quarter consolidated accounting period; period covered: 1 November 2025 to 31 July 2026) |
| Subject Entity | 株式会社HODL1 and the HODL1 Group |
| Target Locations / Products | HODL (crypto-asset treasury) business, BUIDL (blockchain, AI and other development consulting) business, AI management accounting agent business, and blockchain services business |
| Cause | The loss of control over the principal operating subsidiary and corporate assets as a result of the management-control dispute under the former management and the related series of improper transactions. |
| Amount of Impact on Business Performance | Operating loss: ¥303.116 million; ordinary loss: ¥276.886 million; quarterly net loss attributable to owners of the parent: ¥347.873 million. Extraordinary losses: ¥45.582 million (loss on sale of investment securities: ¥21.557 million; provision for allowance for doubtful accounts: ¥24.024 million) |
| Accounting period in which recognized | Cumulative third-quarter consolidated period of the fiscal year ending October 2026 (1 November 2025 to 31 July 2026) |
| Impact on Earnings Forecast | The company has not disclosed an earnings forecast and will promptly disclose one once a reasonable calculation becomes possible. |
| Type of litigation or proceeding | Actions seeking invalidation of new share issuances and related relief, actions seeking to hold officers liable and related proceedings, and payment of a surcharge to the Financial Services Agency |
| Court or authority | Financial Services Agency (reference to payment of a surcharge). Court name: not disclosed |
| Amount of receivables at risk of non-collection or delayed collection | ¥2,060 million (a long-term loan to the former subsidiary to which assets were improperly transferred; an allowance for doubtful accounts was recognized for the same amount) |
| Investigation structure | An external investigation report is mentioned. The name of the third-party committee, the chair's name and the establishment date are not disclosed. |
| Measures to prevent recurrence | 1. Expansion of orders for the core BUIDL business: In the blockchain development and consulting business relaunched in June 2025, the company is strengthening its development capabilities by adding highly specialized engineers and other personnel, expanding orders for Web3 projects and technology consulting, and working to establish stable and prompt cash inflows. 2. New businesses and strategic alliances: The company is accelerating the full-scale sales rollout of its AI management accounting agent business, launched in May 2026, and is securing implementation projects with mid-sized and listed companies as a solution for the substantial efficiency enhancement of back-office operations. In addition, based on non-binding memoranda of understanding for business alliances with Startale Group and 博報堂キースリー, the company is pursuing specific approaches toward the commercialization of on-chain finance, including stablecoin payments and digital bonds. 3. Maximizing financing and promoting exercise: The company is promoting the exercise of the 16th and 17th series of stock acquisition rights, for which payment was completed on 19 May 2026 and the exercise prices were fixed at ¥250 and ¥400, respectively, taking into account market conditions. If all the rights are exercised, financing of up to approximately ¥6.4 billion (estimated net proceeds of approximately ¥6.41 billion) is expected to be realized, with the aim of fundamentally stabilizing the financial base over the medium to long term and securing funds for growth investments. 4. Execution of crypto-asset lending commitment lines with management and others: To supplement working capital flexibly and ease market concerns about business continuity, the company secured, on 26 August 2026, unsecured and unguaranteed crypto-asset-denominated lending facilities from Representative Director and CEO Tahara Hirotaka (田原弘貴) and Director and CSO Tanaka Ryo (田中遼), totaling 7 BTC and 100 ETH (combined reference yen value of approximately ¥126.48 million), thereby establishing a means of stabilizing short-term cash management. 5. Recovery of assets and enhancement of governance: The company is persistently continuing a series of legal proceedings to recover the improperly transferred subsidiary and assets that flowed out of the company, including litigation seeking invalidation of the new share issuance and related relief, while steadily pursuing litigation to hold the former management liable as officers and working to restore confidence in governance by reinforcing compliance and internal controls. |
| Directors' and officers' liability | The company is pursuing litigation to hold the former management liable as officers. Compensation reductions, resignations and internal disciplinary action are not disclosed. |
| Outlook | The company will continue expanding orders for the BUIDL business, promoting the AI management accounting agent business and strategic alliances, promoting the exercise of stock acquisition rights, stabilizing cash management through crypto-asset lending facilities from management and others, and pursuing asset recovery, litigation and governance enhancement. An earnings forecast will be promptly disclosed once a reasonable calculation becomes possible. |
| Planned follow-up disclosure | An earnings forecast will be promptly disclosed once a reasonable calculation becomes possible. |
Items this document does not state (9)
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 company lost control of its principal operating subsidiary and corporate assets as a result of a management-control dispute under the former management and a series of improper transactions, significantly damaging its business, human resources and earnings base. In addition, the business is in its launch and growth stages, the business environment is undergoing significant changes, and it is difficult to calculate a reasonable earnings forecast.