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M&A and Subsidiary Changes3697SHIFT Inc.Information and Communications, Services and Others

(Discontinuation and Changes to Previously Disclosed Matters) Notice Regarding the Discontinuation of the Establishment of a Subsidiary and Changes to the Scheme for the Absorption-Type Merger of a Subsidiary of the Company

The establishment of 株式会社Secure One, which had been planned as a new company, has been discontinued. Instead, SHIFT will directly absorb SHIFT SECURITY, クラフ and マスラボ through an absorption-type merger.

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This transaction

Organizational restructuring (absorption-type merger)
Counterparty (target company)株式会社 SHIFT SECURITY, 株式会社クラフ, 株式会社マスラボ
Disclosing companySHIFT Inc.
Subject of this transaction
Date of board resolution26 May 2026
Execution Date / Effective DateStep 2 will be carried out on the same date, with Step 1 as a condition precedent (specific date: Not disclosed)
Target company

Cyber security business

Location Shibuya, Tokyo, Miyazaki, Miyazaki Prefecture, Shibuya, Tokyo
Impact on Business Performance

The impact of this matter on the Company's operating results and financial condition is expected to be immaterial. If a material impact arises due to a significant change in business conditions, the Company will promptly disclose the matter once it becomes clear.

Procedures and assumptions
Conditions Precedent to ExecutionStep 2 will be carried out on the same date, with Step 1 as a condition precedent
Management structure after acquisitionSHIFT will be the surviving company, and the representative director will be Tange Dai (丹下 大). SHIFT SECURITY, クラフ and マスラボ will be the absorbed companies and will cease to exist. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameOrganizational restructuring (absorption-type merger)
Counterparty name株式会社 SHIFT SECURITY, 株式会社クラフ, 株式会社マスラボ
Name of the Subject Company株式会社 SHIFT SECURITY, 株式会社クラフ, 株式会社マスラボ
Business Description of the Subject CompanyCyber security business
Location of the Subject CompanyShibuya, Tokyo, Miyazaki, Miyazaki Prefecture, Shibuya, Tokyo
Impact on Business PerformanceThe impact of this matter on the Company's operating results and financial condition is expected to be immaterial. If a material impact arises due to a significant change in business conditions, the Company will promptly disclose the matter once it becomes clear.
Date of board resolution26 May 2026
Execution Date / Effective DateStep 2 will be carried out on the same date, with Step 1 as a condition precedent (specific date: Not disclosed)
Conditions Precedent to ExecutionStep 2 will be carried out on the same date, with Step 1 as a condition precedent
Management structure after acquisitionSHIFT will be the surviving company, and the representative director will be Tange Dai (丹下 大). SHIFT SECURITY, クラフ and マスラボ will be the absorbed companies and will cease to exist. Employee treatment: Not disclosed
Items this document does not state (22)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee

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 purpose is to consolidate the 3 companies engaged in the cybersecurity business under SHIFT and use management resources more efficiently. This is also part of an organizational restructuring to centralize and introduce AI into back-office operations.

How to read this page

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(Discontinuation and Changes to Previously Disclosed Matters) Notice Regarding the Discontinuation of the Establishment of a Subsidiary and Changes to the Scheme for the Absorption-Type Merger of a Subsidiary of the Company | SHIFT Inc. (3697) timely disclosure | Komori