Disclaimer of opinion in the audit report on the Annual Securities Report for the fiscal year ended December 2025 and disclaimer of opinion in the internal control audit report
V-cube, Inc. and its consolidated subsidiary TEN Holdings, Inc. (TEN)
Outsourcing fees relating to TEN's IPO in February 2025 and its capital policy following its NASDAQ listing
Regarding the outsourcing fees paid by TEN, the then Representative Director had, in the Company's name, submitted a written commitment to provide financial support to TEN without obtaining approval from the Board of Directors. In addition, the contracting party and the payee for the outsourcing fees differed, and the actual provision of services relating to the transaction could not be confirmed, among other matters.
not disclosed (depending on the investigation findings, the matter may have a material and pervasive impact on the financial statements and consolidated financial statements, but the account items, amounts and disclosures have not been determined)
Fiscal year ended December 2025 (1 January 2025 to 31 December 2025) and internal controls as of 31 December 2025
Related procedures
Investigation by the Special Investigation Committee and investigation by U.S. authorities (subpoenas)
U.S. Attorney's Office (USAO) and U.S. Securities and Exchange Commission (SEC)
Company response
A Special Investigation Committee consisting of external experts independent of the Company and TEN was established on 24 April 2026. The name of the committee chair has not been disclosed.
not disclosed (the filing states that the then Representative Director submitted the written commitment, but contains no information regarding a reduction in compensation, resignation or disciplinary action)
The Special Investigation Committee will investigate the facts relating to the series of matters and whether any similar cases exist. The investigation by U.S. authorities is also ongoing. The Company takes the circumstances that led to the disclaimer of opinion seriously and will respond appropriately.
| Item | Details |
|---|---|
| Event name | Disclaimer of opinion in the audit report on the Annual Securities Report for the fiscal year ended December 2025 and disclaimer of opinion in the internal control audit report |
| Date of occurrence | 30 April 2026 (date the audit reports were received) |
| Date recognized / date notice received | 30 April 2026 (date the audit reports were received) |
| Subject Entity | V-cube, Inc. and its consolidated subsidiary TEN Holdings, Inc. (TEN) |
| Target Locations / Products | Outsourcing fees relating to TEN's IPO in February 2025 and its capital policy following its NASDAQ listing |
| Cause | Regarding the outsourcing fees paid by TEN, the then Representative Director had, in the Company's name, submitted a written commitment to provide financial support to TEN without obtaining approval from the Board of Directors. In addition, the contracting party and the payee for the outsourcing fees differed, and the actual provision of services relating to the transaction could not be confirmed, among other matters. |
| Amount of Impact on Business Performance | not disclosed (depending on the investigation findings, the matter may have a material and pervasive impact on the financial statements and consolidated financial statements, but the account items, amounts and disclosures have not been determined) |
| Accounting period in which recognized | Fiscal year ended December 2025 (1 January 2025 to 31 December 2025) and internal controls as of 31 December 2025 |
| Type of litigation or proceeding | Investigation by the Special Investigation Committee and investigation by U.S. authorities (subpoenas) |
| Court or authority | U.S. Attorney's Office (USAO) and U.S. Securities and Exchange Commission (SEC) |
| Investigation structure | A Special Investigation Committee consisting of external experts independent of the Company and TEN was established on 24 April 2026. The name of the committee chair has not been disclosed. |
| Directors' and officers' liability | not disclosed (the filing states that the then Representative Director submitted the written commitment, but contains no information regarding a reduction in compensation, resignation or disciplinary action) |
| Outlook | The Special Investigation Committee will investigate the facts relating to the series of matters and whether any similar cases exist. The investigation by U.S. authorities is also ongoing. The Company takes the circumstances that led to the disclaimer of opinion seriously and will respond appropriately. |
Items this document does not state (12)
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.Facts came to light regarding outsourcing fees paid by TEN in February 2025 in connection with its capital policy following its IPO and NASDAQ listing, including a written commitment to provide financial support that was made without approval by the Board of Directors, a discrepancy between the contracting party and the payee, and the inability to confirm that the contracted services were actually provided. As investigations by the Special Investigation Committee and U.S. authorities are ongoing, the account items, amounts and disclosures required if the impact on the financial statements is reflected cannot be determined, and sufficient appropriate audit evidence could not be obtained.