Decision and Details
Advance disclosure document relating to the absorption-type company split
Prior disclosure under Article 782 of the Companies Act and Article 183 of the Ordinance for Enforcement of the Companies Act. The company split is between a wholly owned parent and its wholly owned subsidiary, and no consideration will be delivered for the company split.
The successor company is expected to remain insolvent after the absorption-type company split. However, the business to be transferred is becoming profitable, generated a certain level of operating profit in the fiscal year ended November 2025, and is expected to continue generating operating profit. It has been determined that エスプール's liabilities and the liabilities to be assumed by the successor company are expected to be performable.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure document relating to the absorption-type company split |
| Decision Date | 14 April 2026 (date the absorptive company split agreement was executed) |
| Period Covered | 1 December 2024 to 30 November 2025 (the successor company's latest fiscal year) |
| Amount | Company split consideration: none. The successor company's net sales were ¥0.8 million, operating loss was ¥15.439 million, ordinary loss was ¥15.387 million, net loss was ¥15.457 million, assets were ¥3.389 million, liabilities were ¥8.864 million, and net assets were negative ¥5.475 million. |
| Quantity / scale | The successor company had 200 issued shares and 1 shareholder. エスプール held 100.0% of the voting rights. |
| Impact on Business Performance | The successor company is expected to remain insolvent after the absorption-type company split. However, the business to be transferred is becoming profitable, generated a certain level of operating profit in the fiscal year ended November 2025, and is expected to continue generating operating profit. It has been determined that エスプール's liabilities and the liabilities to be assumed by the successor company are expected to be performable. |
| Reason | Prior disclosure under Article 782 of the Companies Act and Article 183 of the Ordinance for Enforcement of the Companies Act. The company split is between a wholly owned parent and its wholly owned subsidiary, and no consideration will be delivered for the company split. |
| Governing Rule | Article 782 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act |
| Future plans | If any change occurs in the disclosed information after the date on which the absorption-type company split agreement and related documents become available for inspection and before the effective date of the absorption-type company split, the revised information will be disclosed immediately. The effective date of the absorption-type company split is Not disclosed |
Items this document does not state (3)
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.This is a prior disclosure required under Article 782 of the Companies Act and Article 183 of the Ordinance for Enforcement of the Companies Act. Although the successor company is expected to remain insolvent, the business to be transferred is becoming profitable and is expected to generate operating profit on an ongoing basis. Accordingly, it has been determined that the transferred liabilities are expected to be performable.