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How definitive the wording is.Decision and Details
The governing bodies of Party A and Party B (specific bodies Not disclosed)Absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社ＣＬＵＴＣＨ
Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn or after 1 September 2026
Implementation1 September 2026 (scheduled effective date; subject to change if the necessary procedures cannot be completed)
Going forwardThe absorption-type company split is scheduled to become effective on 1 September 2026. The necessary resolutions by the governing bodies will be adopted by the effective date. Any changes arising on or after the start date of prior disclosure will be disclosed immediately.
AmountIncrease in stated capital: ¥0; consideration for the split: none, including shares, cash or anything else; increase in reserves, etc.: to be determined by Party A in accordance with the Ordinance on Company Accounting
Quantity / scaleThe transferred items comprise the status under employment contracts with all employees primarily engaged in CLUTCH's administrative functions, together with all rights and obligations under those contracts. Assets and liabilities to be transferred, and contracts other than employment contracts: none
Reason
Because SHIFT is CLUTCH's wholly owning parent and this is an absorption-type company split between a wholly owned parent and subsidiary. To transfer the rights and obligations relating to administrative functions to SHIFT.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社ＣＬＵＴＣＨ |
| Decision-Making Body | The governing bodies of Party A and Party B (specific bodies Not disclosed) |
| Decision Date | 15 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date; subject to change if the necessary procedures cannot be completed) |
| Period Covered | On or after 1 September 2026 |
| Amount | Increase in stated capital: ¥0; consideration for the split: none, including shares, cash or anything else; increase in reserves, etc.: to be determined by Party A in accordance with the Ordinance on Company Accounting |
| Quantity / scale | The transferred items comprise the status under employment contracts with all employees primarily engaged in CLUTCH's administrative functions, together with all rights and obligations under those contracts. Assets and liabilities to be transferred, and contracts other than employment contracts: none |
| Reason | Because SHIFT is CLUTCH's wholly owning parent and this is an absorption-type company split between a wholly owned parent and subsidiary. To transfer the rights and obligations relating to administrative functions to SHIFT. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 758 of the Companies Act; Article 799, paragraph 1 of the Companies Act; Article 165, paragraph 2 of the Companies Act; Financial Instruments and Exchange Act |
| Related previous disclosures | Notice concerning the absorption-type merger of a subsidiary of the Company; Notice concerning the decision on matters relating to the acquisition of treasury shares (acquisition of treasury shares based on the provisions of the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act); Notice concerning the absorption-type merger of the Company's subsidiary, ADX Consulting; Notice concerning an absorption-type company split by the Company's subsidiary, Airitech, and an absorption-type merger between consolidated subsidiaries (surviving company: 株式会社シムテック); (Discontinuation and changes to disclosed matters) Notice concerning the discontinuation of the establishment of a subsidiary and changes to the absorption-type merger scheme for a subsidiary of the Company |
| Future plans | The absorption-type company split is scheduled to become effective on 1 September 2026. The necessary resolutions by the governing bodies will be adopted by the effective date. Any changes arising on or after the start date of prior disclosure will be disclosed immediately. |
Items this document does not state (1)
Impact on Business Performance
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.As SHIFT is CLUTCH's wholly owning parent and this is an absorption-type company split between a wholly owned parent and subsidiary, no consideration whatsoever, including an allocation of shares, will be delivered.
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