Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
7190000
Number of 海帆 common shares delivered (shares)Wording
Definitive
How definitive the wording is.Decision and Details
スペーム shareholders meeting (approval of this share exchange agreement); 海帆: no shareholder approval because the transaction qualified as a simplified share exchangeShare exchange under which 海帆 became the wholly owning parent company and スペーム became the wholly owned subsidiary
Decision15 July 2026 (date of execution of the share exchange agreement and date of resolution at the スペーム shareholders meeting)
Implementation25 August 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; capital reserve: amount separately determined by 海帆 in accordance with Article 39 of the Ordinance on Company Accounting; increase in retained earnings reserve: ¥0
Quantity / scaleスペーム common shares acquired: 500,000 shares; 海帆 common shares allotted and delivered: 7,190,000 shares; exchange ratio: 14.38 海帆 common shares for each スペーム common share
Reason
To report the post-closing disclosure matters prescribed in Article 791, Paragraph 1, Item 2, Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act. As 海帆 qualified for a simplified share exchange, the transaction was implemented without obtaining shareholder approval.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which 海帆 became the wholly owning parent company and スペーム became the wholly owned subsidiary |
| Decision-Making Body | スペーム shareholders meeting (approval of this share exchange agreement); 海帆: no shareholder approval because the transaction qualified as a simplified share exchange |
| Decision Date | 15 July 2026 (date of execution of the share exchange agreement and date of resolution at the スペーム shareholders meeting) |
| Implementation Date | 25 August 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; capital reserve: amount separately determined by 海帆 in accordance with Article 39 of the Ordinance on Company Accounting; increase in retained earnings reserve: ¥0 |
| Quantity / scale | スペーム common shares acquired: 500,000 shares; 海帆 common shares allotted and delivered: 7,190,000 shares; exchange ratio: 14.38 海帆 common shares for each スペーム common share |
| Reason | To report the post-closing disclosure matters prescribed in Article 791, Paragraph 1, Item 2, Article 801, Paragraph 3, Item 3 of the Companies Act, and Article 190 of the Ordinance for Enforcement of the Companies Act. As 海帆 qualified for a simplified share exchange, the transaction was implemented without obtaining shareholder approval. |
| Governing Rule | Companies Act: Article 783, Paragraph 1; Article 784-2; Article 785; Article 787; Article 789; Article 795, Paragraph 1; Article 796, Paragraphs 2 and 3; Article 796-2; Article 797; Article 799; Article 801, Paragraph 3, Item 3; Ordinance for Enforcement of the Companies Act: Article 190; Act on Book-Entry Transfer of Corporate Bonds and Shares: Article 161, Paragraph 2; Ordinance on Company Accounting: Article 39 |
| Related previous disclosures | Share exchange agreement executed on 15 July 2026 (the title is not stated in the main text) |
Items this document does not state (3)
Period CoveredImpact on Business PerformanceFuture plans
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 post-closing disclosure of the share exchange pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act, reporting the implementation of the share exchange and the progress of the procedures.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.