Expected designation of the company's shares as a Security Under Supervision (Confirmation Pending) for falling under the delisting criteria, and execution of a basic sponsorship agreement
V-cube,Inc. (the filing company), consolidated subsidiary TEN Holdings, Inc., consolidated subsidiary Telecube Corporation, and prospective sponsor 株式会社日本革新投資 (J-INC)
The company's shares (Prime Market of the Tokyo Stock Exchange), US consolidated subsidiary TEN Holdings, Inc., domestic event DX business, software and certain tangible fixed assets, and the private soundproof booth business under the "Telecube" name
The significant deterioration in the performance of the US consolidated subsidiary TEN Holdings, Inc., ¥727,185 thousand in share-based compensation expenses associated with its NASDAQ listing and increased listing maintenance costs, lower profitability in the domestic event DX business, a decline in projects from certain major customers, and the transfer of the professional work business, among other factors
Net loss attributable to owners of the parent of ¥3,173,672 thousand, operating loss of ¥2,059,100 thousand, impairment loss of ¥1,993,619 thousand (extraordinary loss), and consolidated net assets of negative ¥655,581 thousand (insolvency). Meanwhile, the company recorded gains on the sale of investment securities of ¥1,121,787 thousand and gains on the sale of shares in affiliates of ¥56,045 thousand as extraordinary gains.
Fiscal year ended December 2025 (1 January 2025 to 31 December 2025)
The consolidated earnings forecast for the fiscal year ending December 2026 is currently undecided because the outlook is being reconsidered. The impact on consolidated results for the fiscal year ending December 2026 from the dissolution and liquidation of Telecube Corporation and the acquisition of its business is expected to be immaterial.
Related procedures
Falling under the delisting criteria, designation as a Security Under Supervision (Confirmation Pending), and exchange procedures toward delisting
Tokyo Stock Exchange, Inc.
Company response
• Separation of unprofitable businesses and reform of the earnings structure: TEN Holdings, Inc. will be separated from the group through the sale of its shares and collection of loans receivable. In the domestic event DX business, the company will implement further fixed-cost reductions and measures to expand earnings, taking the impairment loss as an opportunity for reform. • Capital strengthening and going-private transaction through the selection of a sponsor: After selecting a new sponsor, the company will strengthen its capital through a third-party allotment of shares and other measures, reduce interest-bearing debt, and proceed with taking its shares private. • Maintaining relationships with financial institutions: Regarding borrowings that are in breach of financial covenants, the company will explain to all lending financial institutions its plan to improve its financial condition by separating TEN Holdings, Inc. and reducing interest-bearing debt through capital strengthening, together with its future business plan, and will discuss forbearance regarding acceleration of repayment and continued support.
Following final confirmation through a market check, the company plans to submit the matter to an extraordinary general meeting of shareholders scheduled for June 2026. Subject to all prerequisites being satisfied and the execution of a legally binding definitive agreement with J-INC, the company will conduct a third-party allotment to an SPC to be established by J-INC and a consolidation of shares, with the aim of improving net assets and its financial position and effecting a turnaround. The scheduled delisting date is 1 July 2026. Telecube Corporation is scheduled to complete its liquidation on 30 June 2026.
| Item | Details |
|---|---|
| Event name | Expected designation of the company's shares as a Security Under Supervision (Confirmation Pending) for falling under the delisting criteria, and execution of a basic sponsorship agreement |
| Date of occurrence | 31 December 2025 (the date on which the company became insolvent at the end of the fiscal year ended December 2025) and 31 March 2026 (the date of the designation as a Security Under Supervision and execution of the basic sponsorship agreement) |
| Date recognized / date notice received | 31 March 2026 (the date on which the company announced the designation as a Security Under Supervision and execution of the basic sponsorship agreement) |
| Subject Entity | V-cube,Inc. (the filing company), consolidated subsidiary TEN Holdings, Inc., consolidated subsidiary Telecube Corporation, and prospective sponsor 株式会社日本革新投資 (J-INC) |
| Target Locations / Products | The company's shares (Prime Market of the Tokyo Stock Exchange), US consolidated subsidiary TEN Holdings, Inc., domestic event DX business, software and certain tangible fixed assets, and the private soundproof booth business under the "Telecube" name |
| Cause | The significant deterioration in the performance of the US consolidated subsidiary TEN Holdings, Inc., ¥727,185 thousand in share-based compensation expenses associated with its NASDAQ listing and increased listing maintenance costs, lower profitability in the domestic event DX business, a decline in projects from certain major customers, and the transfer of the professional work business, among other factors |
| Amount of Impact on Business Performance | Net loss attributable to owners of the parent of ¥3,173,672 thousand, operating loss of ¥2,059,100 thousand, impairment loss of ¥1,993,619 thousand (extraordinary loss), and consolidated net assets of negative ¥655,581 thousand (insolvency). Meanwhile, the company recorded gains on the sale of investment securities of ¥1,121,787 thousand and gains on the sale of shares in affiliates of ¥56,045 thousand as extraordinary gains. |
| Accounting period in which recognized | Fiscal year ended December 2025 (1 January 2025 to 31 December 2025) |
| Impact on Earnings Forecast | The consolidated earnings forecast for the fiscal year ending December 2026 is currently undecided because the outlook is being reconsidered. The impact on consolidated results for the fiscal year ending December 2026 from the dissolution and liquidation of Telecube Corporation and the acquisition of its business is expected to be immaterial. |
| Type of litigation or proceeding | Falling under the delisting criteria, designation as a Security Under Supervision (Confirmation Pending), and exchange procedures toward delisting |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Date of filing / date of action | 31 March 2026 (designation as a Security Under Supervision (Confirmation Pending)) |
| Measures to prevent recurrence | • Separation of unprofitable businesses and reform of the earnings structure: TEN Holdings, Inc. will be separated from the group through the sale of its shares and collection of loans receivable. In the domestic event DX business, the company will implement further fixed-cost reductions and measures to expand earnings, taking the impairment loss as an opportunity for reform. • Capital strengthening and going-private transaction through the selection of a sponsor: After selecting a new sponsor, the company will strengthen its capital through a third-party allotment of shares and other measures, reduce interest-bearing debt, and proceed with taking its shares private. • Maintaining relationships with financial institutions: Regarding borrowings that are in breach of financial covenants, the company will explain to all lending financial institutions its plan to improve its financial condition by separating TEN Holdings, Inc. and reducing interest-bearing debt through capital strengthening, together with its future business plan, and will discuss forbearance regarding acceleration of repayment and continued support. |
| Outlook | Following final confirmation through a market check, the company plans to submit the matter to an extraordinary general meeting of shareholders scheduled for June 2026. Subject to all prerequisites being satisfied and the execution of a legally binding definitive agreement with J-INC, the company will conduct a third-party allotment to an SPC to be established by J-INC and a consolidation of shares, with the aim of improving net assets and its financial position and effecting a turnaround. The scheduled delisting date is 1 July 2026. Telecube Corporation is scheduled to complete its liquidation on 30 June 2026. |
Items this document does not state (11)
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 reasons cited include the significant deterioration in the performance of the US consolidated subsidiary TEN Holdings, Inc., ¥727,185 thousand in share-based compensation expenses associated with its NASDAQ listing and increased listing maintenance costs, and impairment losses resulting from lower profitability in the domestic event DX business.