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

Notice of Completion of Acquisition of Shares in フランチャイズビジネスインキュベーション株式会社

The acquisition of shares in フランチャイズビジネスインキュベーション株式会社 announced on 31 March 2026 was completed on 10 April 2026, with 58.0% of the issued shares acquired and the company becoming a subsidiary.

Worth reading
50Recurring
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
58
Percentage of issued shares acquired (%)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a consolidated subsidiary
CounterpartyHayasaka Naoki (早坂直樹), 株式会社N&S Partners, Kato Hideyuki (加藤秀行), Ito Mitsushige (伊藤光茂)
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 percentage

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.
Target company

Franchise headquarters operations

Location Takashima, Shiga PrefectureShare capital ¥17.5 million (as of 31 August 2025)Date of incorporation 2 September 2020
Impact on Business Performance

The transaction is expected to contribute to the expansion of our group's earnings over the medium to long term through the conversion into a subsidiary, but its impact on earnings is currently under review.

Representative of the target companyRepresentative Director and President Yamamoto Masahiro (山本昌弘)
Major shareholders of the target company and their ownership ratiosAIフュージョンキャピタルグループ株式会社 58.0%, Hayasaka Naoki (早坂直樹) 19.1%, 株式会社N&S Partners 10.0%, Kato Hideyuki (加藤秀行) 9.1%, and Ito Mitsushige (伊藤光茂) 3.8%
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a consolidated subsidiary
Counterparty nameHayasaka Naoki (早坂直樹), 株式会社N&S Partners, Kato Hideyuki (加藤秀行), Ito Mitsushige (伊藤光茂)
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¥17.5 million (as of 31 August 2025)
Date of Establishment of the Subject Company2 September 2020
Voting rights ownership percentageAfter 58.0% (before not disclosed)
Impact on Business PerformanceThe transaction is expected to contribute to the expansion of our group's earnings over the medium to long term through the conversion into a subsidiary, but its impact on earnings is currently under review.
Date of board resolution31 March 2026
Execution Date / Effective Date10 April 2026 (completion of acquisition)
Representative of the target companyRepresentative Director and President Yamamoto Masahiro (山本昌弘)
Major shareholders of the target company and their ownership ratiosAIフュージョンキャピタルグループ株式会社 58.0%, Hayasaka Naoki (早坂直樹) 19.1%, 株式会社N&S Partners 10.0%, Kato Hideyuki (加藤秀行) 9.1%, and Ito Mitsushige (伊藤光茂) 3.8%
Items this document does not state (21)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

To apply the strengths of our group, including "improving operational efficiency through AI and DX," "maximizing customer acquisition through social media marketing," and "networks of local governments and financial institutions," to FBI's business, thereby achieving strategic store openings, improved store profitability and expansion of the franchise network. We will also promote the establishment of a high-growth model combining franchising with AI and DX, as well as the strengthening of our earnings base in the consumer services sector.

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Notice of Completion of Acquisition of Shares in フランチャイズビジネスインキュベーション株式会社 | AI FUSION CAPITAL GROUP CORP. (254A) timely disclosure | Komori