Execution of a Memorandum of Understanding on a Capital and Business Alliance with RAKUS Co.,Ltd., the Sale of the Company's Shares, and the Planned Change in the Company's Major Shareholder, Largest Shareholder among Its Major Shareholders and Other Affiliated Company
Plus Alpha Consulting Co.,LTD., RAKUS Co.,Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Strategic Fund Ltd. and Oasis Japan Strategic Fund Y Ltd. (Oasis)
Talent Palette and RAKURAKU HR and Labor (OEM product for RAKUS Co.,Ltd.)
Existing collaboration has been progressing smoothly, and demand from small and medium-sized enterprises for back-office DX and the use of generative AI has been expanding. RAKUS Co.,Ltd. was approached by Oasis regarding the sale of the Company's shares, and both companies recognized that the additional acquisition would contribute to the Company's management autonomy and stability and to the enhancement of their corporate value over the medium to long term.
Fiscal year ending September 2026 (impact on results)
The impact of this matter on the Company's results for the fiscal year ending September 2026 is immaterial.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
RAKUS Co.,Ltd.: 25,050 voting rights (2,505,000 shares), 5.91%, as of 10 July 2026. Oasis: 69,061 voting rights (6,906,100 shares), 16.30%, as of 22 June 2026.
RAKUS Co.,Ltd.: 94,111 voting rights (9,411,100 shares), 22.21%, scheduled for 21 August 2026. Oasis: 0 voting rights (0 shares), 0%, scheduled for 21 August 2026.
Related procedures
Procedures including obtaining approvals and permits from the relevant authorities and filing a securities notification
Relevant authorities; Director-General of the Kanto Local Finance Bureau
The capital and business alliance will commence upon completion of RAKUS Co.,Ltd.'s acquisition of the 6,906,100 shares held by Oasis, and the companies will strengthen their strategic partnership and promote collaboration. The transfer is scheduled to be completed on 21 August 2026, subject to completion of procedures including obtaining approvals and permits from the relevant authorities, and may be changed depending on whether the conditions are satisfied.
| Item | Details |
|---|---|
| Event name | Execution of a Memorandum of Understanding on a Capital and Business Alliance with RAKUS Co.,Ltd., the Sale of the Company's Shares, and the Planned Change in the Company's Major Shareholder, Largest Shareholder among Its Major Shareholders and Other Affiliated Company |
| Date of occurrence | 14 July 2026 (the date of execution of this memorandum and the date of the Board of Directors' resolution; completion of the transfer is scheduled for 21 August 2026) |
| Date recognized / date notice received | 14 July 2026 (the date on which the Company received a report from RAKUS Co.,Ltd. that it had agreed to the transfer) |
| Subject Entity | Plus Alpha Consulting Co.,LTD., RAKUS Co.,Ltd., Oasis Investments II Master Fund Ltd., Oasis Japan Strategic Fund Ltd. and Oasis Japan Strategic Fund Y Ltd. (Oasis) |
| Target Locations / Products | Talent Palette and RAKURAKU HR and Labor (OEM product for RAKUS Co.,Ltd.) |
| Cause | Existing collaboration has been progressing smoothly, and demand from small and medium-sized enterprises for back-office DX and the use of generative AI has been expanding. RAKUS Co.,Ltd. was approached by Oasis regarding the sale of the Company's shares, and both companies recognized that the additional acquisition would contribute to the Company's management autonomy and stability and to the enhancement of their corporate value over the medium to long term. |
| Accounting period in which recognized | Fiscal year ending September 2026 (impact on results) |
| Impact on Earnings Forecast | The impact of this matter on the Company's results for the fiscal year ending September 2026 is immaterial. |
| Type of litigation or proceeding | Procedures including obtaining approvals and permits from the relevant authorities and filing a securities notification |
| Court or authority | Relevant authorities; Director-General of the Kanto Local Finance Bureau |
| Voting rights ownership percentage before the change | RAKUS Co.,Ltd.: 25,050 voting rights (2,505,000 shares), 5.91%, as of 10 July 2026. Oasis: 69,061 voting rights (6,906,100 shares), 16.30%, as of 22 June 2026. |
| Voting rights ownership percentage after the change | RAKUS Co.,Ltd.: 94,111 voting rights (9,411,100 shares), 22.21%, scheduled for 21 August 2026. Oasis: 0 voting rights (0 shares), 0%, scheduled for 21 August 2026. |
| Outlook | The capital and business alliance will commence upon completion of RAKUS Co.,Ltd.'s acquisition of the 6,906,100 shares held by Oasis, and the companies will strengthen their strategic partnership and promote collaboration. The transfer is scheduled to be completed on 21 August 2026, subject to completion of procedures including obtaining approvals and permits from the relevant authorities, and may be changed depending on whether the conditions are satisfied. |
Items this document does not state (12)
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.Collaboration through existing OEM products has been progressing smoothly, while demand from small and medium-sized enterprises for back-office DX and the use of generative AI has been expanding faster than expected. The companies aim to create new services and markets, expand their businesses and enhance corporate value by making greater use of their respective development capabilities, operational expertise and customer bases.