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Statutory disclosure document3195GENERATION PASS CO.,LTD.Retail

Statutory Post-Merger Disclosure Document (株式会社フォージ)

GENERATION PASS CO.,LTD. absorbed 株式会社フォージ, which had been its wholly owned subsidiary's wholly owned subsidiary, and assumed all of Forge's rights and obligations, including its assets and liabilities. The merger took effect on 1 September 2026, and no shares or other property were delivered as consideration.

Worth reading
60In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
63
¥ million (estimated amount of assets assumed)
Wording
Definitive
How definitive the wording is.

Decision and Details

Post-merger disclosure relating to the absorption-type merger

Implementation1 September 2026 (effective date; completed)
AmountAssets transferred: approximately ¥63 million; liabilities transferred: approximately ¥88 million
Quantity / scaleAll assets, liabilities and other rights and obligations of 株式会社フォージ were transferred. No merger consideration was delivered or allotted.
Reason

Because Forge was the Company's wholly owned subsidiary's wholly owned subsidiary, it was determined to be appropriate not to deliver or allot shares or other property and not to increase stated capital or capital reserve.

Decision and Details
ItemDetails
Matter CoveredPost-merger disclosure relating to the absorption-type merger
Implementation Date1 September 2026 (effective date; completed)
AmountAssets transferred: approximately ¥63 million; liabilities transferred: approximately ¥88 million
Quantity / scaleAll assets, liabilities and other rights and obligations of 株式会社フォージ were transferred. No merger consideration was delivered or allotted.
ReasonBecause Forge was the Company's wholly owned subsidiary's wholly owned subsidiary, it was determined to be appropriate not to deliver or allot shares or other property and not to increase stated capital or capital reserve.
Governing RuleArticle 801, paragraph 1; Articles 784-2, 785, 787, 789, 796, paragraph 2, 796-2, 797 and 799 of the Companies Act
Items this document does not state (6)
Decision-Making BodyDecision DatePeriod CoveredImpact on Business PerformanceRelated 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.

The Company explains that, because Forge was its wholly owned subsidiary's wholly owned subsidiary, it was appropriate not to deliver or allot shares or other property in connection with the merger and not to increase its stated capital or capital reserve.

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