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M&A and Subsidiary Changes254AAI FUSION CAPITAL GROUP CORP.Financials (excluding banks)

Notice Regarding the Acquisition of Shares in Franchise Business Incubation Co., Ltd. and Its Conversion into a Consolidated Subsidiary

AIフュージョンキャピタルグループ has decided to acquire 63,800 common shares of フランチャイズビジネスインキュベーション株式会社, representing 58.0% of the total issued shares, for ¥58,058,000 and make the company a consolidated subsidiary. The share acquisition is scheduled for mid-April 2026.

Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
58058000
Yen (acquisition price)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of these shares and consolidation as a subsidiary
CounterpartyYamamoto Masahiro (山本昌弘), Kamata Naoki (鎌田直樹)
Disclosing companyAI FUSION CAPITAL GROUP CORP.
フランチャイズビジネスインキュベーション株式会社Voting rights ownership percentageNumber of shares acquired 63,800 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Franchise headquarters operations

Location Takashima, Shiga PrefectureShare capital ¥17,500,000 (as of 31 August 2025)Date of incorporation 2 September 2020
Net Sales¥2,082,259 thousand (fiscal year ended August 2025)
Operating profit¥54,677 thousand (fiscal year ended August 2025)
Net income for the current fiscal yearNet loss of ¥39,416 thousand (fiscal year ended August 2025)
Net assets¥78,945 thousand (fiscal year ended August 2025)
Consideration and expenses
Acquisition price¥58,058,000
Type of ConsiderationCash
Impact on Business Performance

The impact is currently under review. The company expects the growth of the business and the realization of group synergies to contribute to the expansion of the group’s results over the medium to long term.

Procedures and assumptions
Valuation methodologyAppropriate price based on third-party valuations and other considerations
Management structure after acquisitionFBI Co. will become a consolidated subsidiary of the company. The company name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of these shares and consolidation as a subsidiary
Counterparty nameYamamoto Masahiro (山本昌弘), Kamata Naoki (鎌田直樹)
Name of the Subject Companyフランチャイズビジネスインキュベーション株式会社
Business Description of the Subject CompanyFranchise headquarters operations
Location of the Subject CompanyTakashima, Shiga Prefecture
Capital Stock of the Subject Company¥17,500,000 (as of 31 August 2025)
Date of Establishment of the Subject Company2 September 2020
Net Sales of the Subject Company¥2,082,259 thousand (fiscal year ended August 2025)
Operating Profit of the Subject Company¥54,677 thousand (fiscal year ended August 2025)
Net Income of the Subject CompanyNet loss of ¥39,416 thousand (fiscal year ended August 2025)
Net Assets of the Subject Company¥78,945 thousand (fiscal year ended August 2025)
Acquisition price¥58,058,000
Type of ConsiderationCash
Number of shares acquired63,800 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 58.0% (before not disclosed)
Impact on Business PerformanceThe impact is currently under review. The company expects the growth of the business and the realization of group synergies to contribute to the expansion of the group’s results over the medium to long term.
Date of board resolution31 March 2026
Execution Date / Effective DateMid-April 2026 (予定)
Valuation methodologyAppropriate price based on third-party valuations and other considerations
Management structure after acquisitionFBI Co. will become a consolidated subsidiary of the company. The company name, representative and treatment of employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

“鰻の成瀬,” the target company’s eel restaurant franchise, has a franchise model that enables low-cost openings, standardized operations and store openings within a short period, and is expected to accelerate growth through multi-store expansion. In addition, the group aims to expand the speed of store openings, store profitability and its franchise network by leveraging its AI and DX capabilities, social media marketing, and networks with local governments and financial institutions.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Franchise Business Incubation Co., Ltd. and Its Conversion into a Consolidated Subsidiary | AI FUSION CAPITAL GROUP CORP. (254A) timely disclosure | Komori