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Statutory disclosure document3195GENERATION PASS CO.,LTD.Retail

Statutory Prior Disclosure Documents (Merger) (株式会社フォージ)

GENERATION PASS CO.,LTD. made prior disclosure of the merger terms and other matters in connection with its absorption merger of 株式会社フォージ, a subsidiary indirectly wholly owned by GENERATION PASS CO.,LTD. No consideration will be paid to the shareholders of 株式会社フォージ, and GENERATION PASS CO.,LTD.'s stated capital and capital reserves will not increase.

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Decision and Details

Prior disclosure concerning the absorption merger with 株式会社フォージ

AmountMerger consideration: none; stated capital and capital reserves: no increase / 株式会社フォージ's total liabilities as of 31 October 2025: ¥80.622 million; total net assets: negative ¥20.376 million
Quantity / scaleIndirectly owns 100% of 株式会社フォージ's shares; total shares issued by 株式会社フォージ: 60
Reason

Because GENERATION PASS CO.,LTD. indirectly owns 100% of 株式会社フォージ's shares. Because GENERATION PASS CO.,LTD.'s assets are expected to substantially exceed its liabilities after the merger.

Impact on Business Performance

With respect to GENERATION PASS CO.,LTD.'s earnings and cash flow after the absorption merger, no situation that would impede the performance of its obligations is currently expected.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure concerning the absorption merger with 株式会社フォージ
AmountMerger consideration: none; stated capital and capital reserves: no increase / 株式会社フォージ's total liabilities as of 31 October 2025: ¥80.622 million; total net assets: negative ¥20.376 million
Quantity / scaleIndirectly owns 100% of 株式会社フォージ's shares; total shares issued by 株式会社フォージ: 60
Impact on Business PerformanceWith respect to GENERATION PASS CO.,LTD.'s earnings and cash flow after the absorption merger, no situation that would impede the performance of its obligations is currently expected.
ReasonBecause GENERATION PASS CO.,LTD. indirectly owns 100% of 株式会社フォージ's shares. Because GENERATION PASS CO.,LTD.'s assets are expected to substantially exceed its liabilities after the merger.
Items this document does not state (7)
Decision-Making BodyDecision DateImplementation DatePeriod CoveredGoverning RuleRelated previous disclosuresFuture 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.

Because GENERATION PASS CO.,LTD. indirectly owns 100% of the shares of 株式会社フォージ, no shares or other assets will be delivered or allotted. It also stated that, after the merger, GENERATION PASS CO.,LTD.'s assets will continue to substantially exceed its liabilities and that no situation that would impede the performance of its obligations is currently expected.

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.
Statutory Prior Disclosure Documents (Merger) (株式会社フォージ) | GENERATION PASS CO.,LTD. (3195) timely disclosure | Komori