Establishment of a Special Investigation Committee
FreeBit Co.,Ltd. (the filing company)
The acquisition of shares in 株式会社CountUp (CU), and the two patents held by CU (the patents in question)
The Company received comments from its shareholders and external parties regarding the appropriateness of the share acquisition and the ownership of the patents in question, among other matters.
The Company recognizes that the impact on its consolidated results at this time is limited. If any matters requiring disclosure become known based on the investigation results, the Company will promptly disclose them.
Related procedures
Investigation by the Special Investigation Committee
Company response
A Special Investigation Committee composed of independent external experts. The establishment was resolved by the Board of Directors on 21 May 2026. Chair: Matsuyama Haruka (松山遙), attorney, Hibiya Park Law Office; member: Kozasa Susumu (小佐々奨), attorney, Mimura Komatsu Law Office; member: Tarumi Kei (垂水敬), certified public accountant and certified fraud examiner, Taiyo Grant Thornton Advisors Co., Ltd.
The Company will fully support the Committee's investigation and provide the necessary information appropriately. It will consult with the Committee and the accounting auditor regarding the announcement of financial results for the fiscal year ended April 2026 and the Annual General Meeting of Shareholders scheduled for July 2026.
If any matters requiring disclosure become known based on the investigation results, the Company will promptly disclose them. If the announcement of financial results or the holding of the Annual General Meeting of Shareholders is affected, the Company will also promptly disclose this as soon as it becomes known.
| Item | Details |
|---|---|
| Event name | Establishment of a Special Investigation Committee |
| Date of occurrence | 21 May 2026 (the establishment was resolved at the Board of Directors meeting held today) |
| Subject Entity | FreeBit Co.,Ltd. (the filing company) |
| Target Locations / Products | The acquisition of shares in 株式会社CountUp (CU), and the two patents held by CU (the patents in question) |
| Cause | The Company received comments from its shareholders and external parties regarding the appropriateness of the share acquisition and the ownership of the patents in question, among other matters. |
| Impact on Earnings Forecast | The Company recognizes that the impact on its consolidated results at this time is limited. If any matters requiring disclosure become known based on the investigation results, the Company will promptly disclose them. |
| Type of litigation or proceeding | Investigation by the Special Investigation Committee |
| Investigation structure | A Special Investigation Committee composed of independent external experts. The establishment was resolved by the Board of Directors on 21 May 2026. Chair: Matsuyama Haruka (松山遙), attorney, Hibiya Park Law Office; member: Kozasa Susumu (小佐々奨), attorney, Mimura Komatsu Law Office; member: Tarumi Kei (垂水敬), certified public accountant and certified fraud examiner, Taiyo Grant Thornton Advisors Co., Ltd. |
| Outlook | The Company will fully support the Committee's investigation and provide the necessary information appropriately. It will consult with the Committee and the accounting auditor regarding the announcement of financial results for the fiscal year ended April 2026 and the Annual General Meeting of Shareholders scheduled for July 2026. |
| Planned follow-up disclosure | If any matters requiring disclosure become known based on the investigation results, the Company will promptly disclose them. If the announcement of financial results or the holding of the Annual General Meeting of Shareholders is affected, the Company will also promptly disclose this as soon as it becomes known. |
Items this document does not state (15)
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 Company received comments from its shareholders and external parties regarding the appropriateness of the share acquisition and the ownership of the two patents held by 株式会社CountUp. Based on its internal review, discussions with the accounting auditor, and opinions from the Audit & Supervisory Board, the Company determined that an investigation ensuring independence and objectivity was necessary.