Notice of the Establishment of a Special Investigation Committee
V-cube, Inc. and TEN Holdings, Inc., its consolidated subsidiary at the time
The then Representative Director of the Company had submitted, in the Company's name, written documentation concerning financial support for TEN without obtaining Board approval, and the contracting party and the payee for outsourcing expenses differed, among other matters. The Company considers these matters to constitute a material deficiency in its internal controls.
Fiscal year ended December 2025 (USD 3.4 million of TEN's payments was recorded as prepaid expenses and long-term prepaid expenses)
The Company will promptly announce the impact of this matter on its results and other matters once it has been confirmed based on the progress of the special investigation committee's investigation. No specific revision to the earnings forecast was stated.
Company response
Established on 24 April 2026. The committee is chaired by Yada Yu (矢田悠), attorney-at-law and Certified Fraud Examiner. Its members are Kojima Fuyuki (小島冬樹), attorney-at-law; Kawae Kenji (河江健史), certified public accountant; and Kawanaka Kosuke (川中宏介), certified public accountant. All are external experts with no interests in the Company or TEN.
• Investigation of the facts concerning the series of matters described above • Investigation into whether similar matters exist • If the investigation identifies problems with the Company's past responses, analysis of the causes and recommendations for measures to prevent recurrence
Related procedures
Investigation of the facts by the special investigation committee and additional audit procedures by the accounting auditor
The Company will proceed with the special investigation committee's investigation and promptly announce the impact on its results and other matters once confirmed. It will continue discussions toward a definitive agreement with 株式会社日本革新投資 and will promptly announce any resulting impact or changes. The Company is also preparing to submit its annual securities report for the fiscal year ended December 2025 by 30 April 2026.
The Company will promptly announce the impact on its results and other matters once confirmed based on the progress of the investigation. It will also promptly announce any impact on or changes to the definitive agreement.
| Item | Details |
|---|---|
| Event name | Notice of the Establishment of a Special Investigation Committee |
| Date of occurrence | 24 April 2026 (the date the special investigation committee was established) |
| Date recognized / date notice received | February 2026 (the date the submission of written financial support commitments without Board approval was discovered); 3 April 2026 (the date a request for a further investigation was received from Taiyo Audit Corporation) |
| Subject Entity | V-cube, Inc. and TEN Holdings, Inc., its consolidated subsidiary at the time |
| Cause | The then Representative Director of the Company had submitted, in the Company's name, written documentation concerning financial support for TEN without obtaining Board approval, and the contracting party and the payee for outsourcing expenses differed, among other matters. The Company considers these matters to constitute a material deficiency in its internal controls. |
| Accounting period in which recognized | Fiscal year ended December 2025 (USD 3.4 million of TEN's payments was recorded as prepaid expenses and long-term prepaid expenses) |
| Impact on Earnings Forecast | The Company will promptly announce the impact of this matter on its results and other matters once it has been confirmed based on the progress of the special investigation committee's investigation. No specific revision to the earnings forecast was stated. |
| Type of litigation or proceeding | Investigation of the facts by the special investigation committee and additional audit procedures by the accounting auditor |
| Investigation structure | Established on 24 April 2026. The committee is chaired by Yada Yu (矢田悠), attorney-at-law and Certified Fraud Examiner. Its members are Kojima Fuyuki (小島冬樹), attorney-at-law; Kawae Kenji (河江健史), certified public accountant; and Kawanaka Kosuke (川中宏介), certified public accountant. All are external experts with no interests in the Company or TEN. |
| Measures to prevent recurrence | • Investigation of the facts concerning the series of matters described above • Investigation into whether similar matters exist • If the investigation identifies problems with the Company's past responses, analysis of the causes and recommendations for measures to prevent recurrence |
| Outlook | The Company will proceed with the special investigation committee's investigation and promptly announce the impact on its results and other matters once confirmed. It will continue discussions toward a definitive agreement with 株式会社日本革新投資 and will promptly announce any resulting impact or changes. The Company is also preparing to submit its annual securities report for the fiscal year ended December 2025 by 30 April 2026. |
| Planned follow-up disclosure | The Company will promptly announce the impact on its results and other matters once confirmed based on the progress of the investigation. It will also promptly announce any impact on or changes to the definitive agreement. |
Items this document does not state (13)
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.It was discovered that TEN had made payments of approximately USD 5.4 million and recorded prepaid expenses, that the former Representative Director had submitted written financial support commitments without obtaining Board approval, and that the contracting party and the payee for outsourcing expenses differed. The accounting auditor therefore requested an additional investigation by independent external experts.