Komori
M&A and Subsidiary Changes3657Pole To Win Holdings,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary

Side, our consolidated subsidiary, will acquire Roboto’s game-related graphics production business in China. The assets to be acquired are limited to certain operating assets, customer relationships and personnel, and do not include liabilities or other legal obligations.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
65
US$ thousand (maximum)
Wording
Conditional
How definitive the wording is.

This transaction

Business Acquisition
CounterpartyRoboto Entertainment Limited
Disclosing companyPole To Win Holdings,Inc.
Subject of this transaction
Date of board resolution20 October 2026
Contract Date20 October 2026
Execution Date / Effective Date20 October 2026 (business acquisition date)
Target company

Contracted game-related graphics production

Net SalesNot disclosed at the counterparty’s request
Operating profitNot disclosed at the counterparty’s request
Net income for the current fiscal yearNot disclosed at the counterparty’s request
Net assetsNot disclosed at the counterparty’s request
Consideration and expenses
Acquisition priceMaximum of US$65 thousand (¥10 million), including US$25 thousand payable upon execution of the agreement and US$40 thousand in earn-out consideration
Type of ConsiderationCash consideration (US$25 thousand payable upon execution of the agreement and US$40 thousand in earn-out consideration)
Goodwill amountThe amount to be recognized is currently under review and is expected to be immaterial. The amortization period is Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on the current fiscal year’s earnings forecast is expected to be immaterial

Procedures and assumptions
Management structure after acquisitionThe acquisition is limited to certain assets, customer relationships and personnel necessary to operate the business, and does not include liabilities or other legal obligations. Changes to the trade name and representative are Not disclosed
This transaction
ItemDetails
Transaction nameBusiness Acquisition
Counterparty nameRoboto Entertainment Limited
Business Description of the Subject CompanyContracted game-related graphics production
Net Sales of the Subject CompanyNot disclosed at the counterparty’s request
Operating Profit of the Subject CompanyNot disclosed at the counterparty’s request
Net Income of the Subject CompanyNot disclosed at the counterparty’s request
Net Assets of the Subject CompanyNot disclosed at the counterparty’s request
Acquisition priceMaximum of US$65 thousand (¥10 million), including US$25 thousand payable upon execution of the agreement and US$40 thousand in earn-out consideration
Type of ConsiderationCash consideration (US$25 thousand payable upon execution of the agreement and US$40 thousand in earn-out consideration)
Goodwill amountThe amount to be recognized is currently under review and is expected to be immaterial. The amortization period is Not disclosed
Impact on Business PerformanceThe impact on the current fiscal year’s earnings forecast is expected to be immaterial
Date of board resolution20 October 2026
Contract Date20 October 2026
Execution Date / Effective Date20 October 2026 (business acquisition date)
Management structure after acquisitionThe acquisition is limited to certain assets, customer relationships and personnel necessary to operate the business, and does not include liabilities or other legal obligations. Changes to the trade name and representative are Not disclosed
Items this document does not state (17)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

Against a backdrop of growing demand for game-related graphics production, the company aims to acquire a production base in Chengdu, a talent pool and a customer network, thereby strengthening access to the Asian market. It also plans to pursue cross-selling through collaboration with its existing overseas solutions, with the aim of expanding the business and enhancing corporate value over the medium to long term.

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.
Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary | Pole To Win Holdings,Inc. (3657) timely disclosure | Komori