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 Company's common shares listed on the Tokyo Stock Exchange Prime Market, the domestic event DX business, and software held by U.S.-based TEN Holdings, Inc.
Impairment losses on assets related to the domestic event DX business and software held by TEN, TEN's weak performance, and the failure to complete TEN's removal from the scope of consolidation by the end of the fiscal year ended December 2025
An impairment loss of ¥1,993 million was recognized for the fiscal year ended December 2025. The document does not specify whether it was classified as a non-operating expense or an extraordinary loss.
Fiscal year ending December 2025
The document states that a separate disclosure dated 31 March 2026 announced the difference between the earnings forecast and actual results, but does not disclose the revised figures or details of the impact.
ICL receivable from TEN of US$4.536 million as of the end of February 2026. The document states that the timing and feasibility of repayment are uncertain.
Related procedures
Designation by the Tokyo Stock Exchange as Securities Under Supervision (Confirmation) and proceedings relating to violation of the delisting criteria
Tokyo Stock Exchange, Inc.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
J-INC is scheduled to acquire at least 2/3 of the total voting rights through the SPC. The specific number and percentage of voting rights are not disclosed.
Company response
A special committee and an independent committee were established. The independent committee was formed on 5 March 2026 from 4 independent outside officers.
The Company plans to execute a legally binding definitive agreement between the end of April and early May 2026, hold an extraordinary general meeting of shareholders on 8 June, receive payment for the private placement on 9 June, delist on 26 June, and bring the share consolidation into effect on 30 June. The proceeds from the private placement will be used to repay existing borrowings, with the aim of improving the Company's financial position and rehabilitating the business.
Alternative proposals will be accepted by 15:00 on 21 April, and the status of the alternative proposals and related matters are scheduled to be disclosed by 12:00 on 22 April at the latest. The definitive agreement is scheduled to be announced between 30 April and 8 May.
| 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 March 2026 (the date on which the sponsor basic agreement was executed; the disclosure states that the designation as Securities Under Supervision (Confirmation) was also made as of the same date) |
| Subject Entity | V-cube,Inc. |
| Target Locations / Products | The Company's common shares listed on the Tokyo Stock Exchange Prime Market, the domestic event DX business, and software held by U.S.-based TEN Holdings, Inc. |
| Cause | Impairment losses on assets related to the domestic event DX business and software held by TEN, TEN's weak performance, and the failure to complete TEN's removal from the scope of consolidation by the end of the fiscal year ended December 2025 |
| Amount of Impact on Business Performance | An impairment loss of ¥1,993 million was recognized for the fiscal year ended December 2025. The document does not specify whether it was classified as a non-operating expense or an extraordinary loss. |
| Accounting period in which recognized | Fiscal year ending December 2025 |
| Impact on Earnings Forecast | The document states that a separate disclosure dated 31 March 2026 announced the difference between the earnings forecast and actual results, but does not disclose the revised figures or details of the impact. |
| Type of litigation or proceeding | Designation by the Tokyo Stock Exchange as Securities Under Supervision (Confirmation) and proceedings relating to violation of the delisting criteria |
| Court or authority | Tokyo Stock Exchange, Inc. |
| Date of filing / date of action | 31 March 2026 (designation as a Security Under Supervision (Confirmation Pending)) |
| Amount of receivables at risk of non-collection or delayed collection | ICL receivable from TEN of US$4.536 million as of the end of February 2026. The document states that the timing and feasibility of repayment are uncertain. |
| Investigation structure | A special committee and an independent committee were established. The independent committee was formed on 5 March 2026 from 4 independent outside officers. |
| Voting rights ownership percentage after the change | J-INC is scheduled to acquire at least 2/3 of the total voting rights through the SPC. The specific number and percentage of voting rights are not disclosed. |
| Outlook | The Company plans to execute a legally binding definitive agreement between the end of April and early May 2026, hold an extraordinary general meeting of shareholders on 8 June, receive payment for the private placement on 9 June, delist on 26 June, and bring the share consolidation into effect on 30 June. The proceeds from the private placement will be used to repay existing borrowings, with the aim of improving the Company's financial position and rehabilitating the business. |
| Planned follow-up disclosure | Alternative proposals will be accepted by 15:00 on 21 April, and the status of the alternative proposals and related matters are scheduled to be disclosed by 12:00 on 22 April at the latest. The definitive agreement is scheduled to be announced between 30 April and 8 May. |
Items this document does not state (9)
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.Consolidated net assets were impaired due to the recognition of impairment losses on assets related to the domestic event DX business and software held by U.S.-based TEN Holdings, Inc., as well as TEN's weak performance and the failure to complete its removal from the scope of consolidation. The sponsor basic agreement was executed to improve the Company's financial position through a capital injection and debt reduction, while limiting the impact on shareholders.