Worth reading
87Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
6469357
Consolidation of shares into 1 share (for each of the common shares and Class V preferred shares)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors (meetings held from 17 to 18 May 2026) and extraordinary general meeting of shareholders (approval expected)Advance disclosure matters relating to the share consolidation (squeeze-out following the third-party allotment)
Decision18 May 2026 (Board of Directors resolution; the final agreement is dated 18 May 2026)
Period CoveredFrom the effective date of 13 July 2026 onward (end date of the period: not disclosed)
Implementation13 July 2026 (scheduled; effective date of the share consolidation)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 15 June 2026. Following the full issuance of Class V preferred shares through the third-party allotment, the share consolidation is scheduled to be carried out on 13 July 2026. The Company plans to promptly apply to the court after the effective date for permission to sell fractional shares, sell them approximately one month after the effective date, and distribute the sale proceeds to minority shareholders approximately two months after the effective date. Delisting by the Tokyo Stock Exchange is scheduled for 1 July 2026.
AmountTotal subscription payment for the third-party allotment: ¥1,799,000,059; squeeze-out price: ¥10 per share; total amount to be paid to minority shareholders: approximately ¥260 million; total number of authorized shares as of the effective date: 172 shares
Quantity / scaleConsolidation of 6,469,357 common shares into 1 share and 6,469,357 Class V preferred shares into 1 share; approximately 16,000 minority shareholders; AVA3 HD株式会社 is expected to acquire 66.7% of the total number of issued shares following the third-party allotment
Reason
Expected delisting due to negative net worth, material uncertainty regarding the going-concern assumption, the need to repay borrowings and improve the Company's financial position, the continuation of operations and enhancement of corporate value, and the failure to obtain an alternative sponsor proposal
Impact on Business Performance
The third-party allotment and the share consolidation are intended to improve the Company's financial position and strengthen and expand its business base. The impact of the share consolidation itself on consolidated results for the fiscal year ending December 2026 has not been disclosed. The impact on consolidated results of the related acquisition of the Telecube business and liquidation of the subsidiary is expected to be minor.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters relating to the share consolidation (squeeze-out following the third-party allotment) |
| Decision-Making Body | Board of Directors (meetings held from 17 to 18 May 2026) and extraordinary general meeting of shareholders (approval expected) |
| Decision Date | 18 May 2026 (Board of Directors resolution; the final agreement is dated 18 May 2026) |
| Implementation Date | 13 July 2026 (scheduled; effective date of the share consolidation) |
| Period Covered | From the effective date of 13 July 2026 onward (end date of the period: not disclosed) |
| Amount | Total subscription payment for the third-party allotment: ¥1,799,000,059; squeeze-out price: ¥10 per share; total amount to be paid to minority shareholders: approximately ¥260 million; total number of authorized shares as of the effective date: 172 shares |
| Quantity / scale | Consolidation of 6,469,357 common shares into 1 share and 6,469,357 Class V preferred shares into 1 share; approximately 16,000 minority shareholders; AVA3 HD株式会社 is expected to acquire 66.7% of the total number of issued shares following the third-party allotment |
| Impact on Business Performance | The third-party allotment and the share consolidation are intended to improve the Company's financial position and strengthen and expand its business base. The impact of the share consolidation itself on consolidated results for the fiscal year ending December 2026 has not been disclosed. The impact on consolidated results of the related acquisition of the Telecube business and liquidation of the subsidiary is expected to be minor. |
| Reason | Expected delisting due to negative net worth, material uncertainty regarding the going-concern assumption, the need to repay borrowings and improve the Company's financial position, the continuation of operations and enhancement of corporate value, and the failure to obtain an alternative sponsor proposal |
| Governing Rule | Article 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Articles 180, paragraph 2; 199, paragraph 3; 234, paragraphs 2 and 4; and 235 of the Companies Act |
| Related previous disclosures | 31 March 2025: “Plan and Progress Toward Compliance with Listing Maintenance Criteria (Tradable Share Market Capitalization and Net Assets Criteria)”; 31 March 2026: “Notice Regarding the Recording of Non-operating Expenses and Extraordinary Losses, an Increase in Valuation Difference on Other Securities, and the Difference Between Forecast and Actual Results”; 30 April 2026: “Summary of Financial Results for the Fiscal Year Ended December 2025 [Japanese GAAP] (Consolidated)”; 30 April 2026: “Notice Regarding Completion of Filing of the Annual Securities Report for the Fiscal Year Ended December 2025, the Decision to Delist the Company's Shares, and Designation as a Security Under Delisting Review”; 31 March 2026: “Notice Regarding the Expected Designation of the Company's Shares as Securities Under Supervision (Confirmation Underway) Due to Violation of Delisting Criteria and the Execution of a Basic Sponsor Agreement”; 22 April 2026: “Notice Regarding the Status of Proposals for Alternatives to the Basic Sponsor Agreement”; 24 April 2026: “Notice Regarding the Establishment of a Special Investigation Committee” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 15 June 2026. Following the full issuance of Class V preferred shares through the third-party allotment, the share consolidation is scheduled to be carried out on 13 July 2026. The Company plans to promptly apply to the court after the effective date for permission to sell fractional shares, sell them approximately one month after the effective date, and distribute the sale proceeds to minority shareholders approximately two months after the effective date. Delisting by the Tokyo Stock Exchange is scheduled for 1 July 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To address the Company's negative net worth, expected delisting, borrowings subject to financial covenants, and the need to raise funds to continue operations, as well as to improve its financial position and strengthen and expand its business base. Although alternative proposals were explored, no specific and realistic proposal was obtained.
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