Komori
Statutory disclosure document3823THE WHY HOW DO COMPANY,Inc.Information and Communications, Services and Others

Statutory Post-Transaction Disclosure Document (Share Exchange) (株式会社コーウェル)

All 484 shares of 株式会社コーウェル were transferred to THE WHY HOW DO COMPANY株式会社, and the share exchange was completed on 15 May 2026. Holders of shares in the wholly owned subsidiary were allotted 1,093,500 common shares of the wholly owning parent company.

Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1093500
Number of shares issued
Wording
Definitive
How definitive the wording is.

Decision and Details

Post-event disclosure matters relating to the share exchange

Decision16 April 2026 (date of execution of the share exchange agreement)
Implementation15 May 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in capital surplus: ¥6,000,000; increase in earned surplus reserve: ¥0
Quantity / scaleWholly owned subsidiary shares transferred: 484; common shares of the wholly owning parent company allotted per common share of the wholly owned subsidiary: 2,259.433; common shares of the wholly owning parent company allotted: 1,093,500
Reason

The share exchange was carried out without obtaining shareholder approval under the procedures for a simplified share exchange pursuant to Article 796, paragraph 2 of the Companies Act and a short-form share exchange pursuant to Article 784, paragraph 1 of the Companies Act.

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure matters relating to the share exchange
Decision Date16 April 2026 (date of execution of the share exchange agreement)
Implementation Date15 May 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in capital surplus: ¥6,000,000; increase in earned surplus reserve: ¥0
Quantity / scaleWholly owned subsidiary shares transferred: 484; common shares of the wholly owning parent company allotted per common share of the wholly owned subsidiary: 2,259.433; common shares of the wholly owning parent company allotted: 1,093,500
ReasonThe share exchange was carried out without obtaining shareholder approval under the procedures for a simplified share exchange pursuant to Article 796, paragraph 2 of the Companies Act and a short-form share exchange pursuant to Article 784, paragraph 1 of the Companies Act.
Governing RuleArticle 791, paragraph 1; Article 801, paragraph 3; Articles 784, paragraph 1, 785, 787, and 789; Article 796, paragraphs 2 and 3; Articles 796-2, 797, and 799 of the Companies Act; and Article 190 of the Ordinance for Enforcement of the Companies Act
Items this document does not state (5)
Decision-Making BodyPeriod CoveredImpact on Business PerformanceRelated previous disclosuresFuture plans

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.

This is a post-closing disclosure of the share exchange under the Companies Act and the Ordinance for Enforcement of the Companies Act, and no specific business reason is stated.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Post-Transaction Disclosure Document (Share Exchange) (株式会社コーウェル) | THE WHY HOW DO COMPANY,Inc. (3823) timely disclosure | Komori