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Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)Absorption-type company split involving the rights and obligations relating to the administration division of 株式会社SHIFTグロース・キャピタル
Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (scheduled effective date, subject to conditions)
Going forwardThe transaction is scheduled to become effective on 1 September 2026. By the effective date, Party A and Party B will obtain approval of the agreement and make any other necessary corporate resolutions. Any changes will be disclosed promptly.
AmountConsideration for the split: no shares, cash or any other consideration; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the Ordinance on Company Accounting
Quantity / scaleThe status under employment contracts and all rights and obligations under those contracts of all employees of the demerged company primarily engaged in the relevant division; assets, liabilities and contracts other than employment contracts to be assumed: none
Reason
As this is an absorption-type company split between a wholly owned parent company and its wholly owned subsidiary, no shares or other consideration will be delivered. The rights and obligations relating to the administration division will be assumed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the rights and obligations relating to the administration division of 株式会社SHIFTグロース・キャピタル |
| Decision-Making Body | Resolutions by the governing bodies of Party A and Party B (specific names of the governing 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 conditions) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Consideration for the split: no shares, cash or any other consideration; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the Ordinance on Company Accounting |
| Quantity / scale | The status under employment contracts and all rights and obligations under those contracts of all employees of the demerged company primarily engaged in the relevant division; assets, liabilities and contracts other than employment contracts to be assumed: none |
| Reason | As this is an absorption-type company split between a wholly owned parent company and its wholly owned subsidiary, no shares or other consideration will be delivered. The rights and obligations relating to the administration division will be assumed. |
| 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 |
| Future plans | The transaction is scheduled to become effective on 1 September 2026. By the effective date, Party A and Party B will obtain approval of the agreement and make any other necessary corporate resolutions. Any changes will be disclosed promptly. |
Items this document does not state (2)
Impact on Business PerformanceRelated previous disclosures
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 document states that this is an absorption-type company split between a wholly owned parent company and its wholly owned subsidiary, intended to consolidate the rights and obligations relating to the administration division at the parent company. However, no specific reason for the implementation is disclosed.
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