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Statutory disclosure document3653Morpho,Inc.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Merger) (Morpho AI Solutions Inc.)

株式会社モルフォ absorbed its wholly owned subsidiary, 株式会社モルフォAIソリューションズ, and assumed all of its assets, liabilities and other rights and obligations. The merger became effective on 1 April 2026. No merger consideration was delivered, and there was no increase in 株式会社モルフォ's capital stock or reserves.

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Decision and Details

An absorption-type merger in which 株式会社モルフォ is the surviving company and 株式会社モルフォAIソリューションズ is the absorbed company

Decision12 December 2025 (date the absorption-type merger agreement was executed)
Implementation1 April 2026 (effective date; completed)
Going forwardApplications for registration of changes to 株式会社モルフォ resulting from the merger and for registration of the dissolution of the absorbed company are scheduled to be filed on 1 April 2026
AmountMerger consideration: none delivered. Capital stock, capital reserve and earned surplus reserve: no increase
Quantity / scaleAll assets, liabilities and other rights and obligations of the absorbed company assumed
Reason

Because the merger was between a wholly owning parent company and its wholly owned subsidiary. Post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act

Impact on Business Performance

Based on the financial condition of both companies, the performance of their obligations is not expected to be impeded. Impact on financial results: Not disclosed

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which 株式会社モルフォ is the surviving company and 株式会社モルフォAIソリューションズ is the absorbed company
Decision Date12 December 2025 (date the absorption-type merger agreement was executed)
Implementation Date1 April 2026 (effective date; completed)
AmountMerger consideration: none delivered. Capital stock, capital reserve and earned surplus reserve: no increase
Quantity / scaleAll assets, liabilities and other rights and obligations of the absorbed company assumed
Impact on Business PerformanceBased on the financial condition of both companies, the performance of their obligations is not expected to be impeded. Impact on financial results: Not disclosed
ReasonBecause the merger was between a wholly owning parent company and its wholly owned subsidiary. Post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act
Governing RuleArticle 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. Articles 796-2, 797, Paragraph 4 and 784, Paragraph 1 of the Companies Act are also cited as related procedures
Related previous disclosures“Advance Disclosure Document Relating to the Absorption-Type Merger” dated 5 February 2026
Future plansApplications for registration of changes to 株式会社モルフォ resulting from the merger and for registration of the dissolution of the absorbed company are scheduled to be filed on 1 April 2026
Items this document does not state (2)
Decision-Making BodyPeriod Covered

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The reasons the company gives

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Post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. As the merger was between a wholly owning parent company and its wholly owned subsidiary, no merger consideration was delivered, and based on the financial condition of both companies, the performance of their obligations is not expected to be impeded.

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Statutory Post-Transaction Disclosure Document (Merger) (Morpho AI Solutions Inc.) | Morpho,Inc. (3653) timely disclosure | Komori