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Statutory disclosure document4165PLAID,Inc.Information and Communications, Services and Others

Statutory Pre-Merger Disclosure Document (Merger) (アジト株式会社)

PLAID,Inc. has entered into an agreement to merge アジト株式会社, its wholly owned subsidiary, and plans for the merger to take effect on 1 June 2026. As this is a merger with a wholly owned subsidiary, no shares, cash or other monetary consideration will be delivered.

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Decision and Details

Absorption merger with アジト株式会社

Decision30 March 2026 (date the absorption merger agreement was executed)
Implementation1 June 2026 (予定; effective date)
Going forwardThe merger is scheduled to take effect on 1 June 2026.
AmountMerger consideration: no shares or other monetary consideration will be delivered; borrowings: ¥1 billion each (3 loans); acquisition price for all shares of CloudFit: ¥1 billion; capital reserve: ¥5,314,480,839; total amount of new share issuance: ¥9,599,424
Quantity / scaleAll shares of アジト株式会社; all shares of CloudFit; 11,072 new shares; 2 recipients of the new shares; 3,610 issued shares of アジト株式会社
Reason

No merger consideration will be delivered because the disappearing company is a wholly owned subsidiary of the Company; the Company has determined that it expects to be able to perform its obligations after the merger.

Impact on Business Performance

After the merger, the Company's assets are expected to substantially exceed its liabilities, and no circumstances that would hinder the performance of its obligations are currently anticipated.

Decision and Details
ItemDetails
Matter CoveredAbsorption merger with アジト株式会社
Decision Date30 March 2026 (date the absorption merger agreement was executed)
Implementation Date1 June 2026 (予定; effective date)
AmountMerger consideration: no shares or other monetary consideration will be delivered; borrowings: ¥1 billion each (3 loans); acquisition price for all shares of CloudFit: ¥1 billion; capital reserve: ¥5,314,480,839; total amount of new share issuance: ¥9,599,424
Quantity / scaleAll shares of アジト株式会社; all shares of CloudFit; 11,072 new shares; 2 recipients of the new shares; 3,610 issued shares of アジト株式会社
Impact on Business PerformanceAfter the merger, the Company's assets are expected to substantially exceed its liabilities, and no circumstances that would hinder the performance of its obligations are currently anticipated.
ReasonNo merger consideration will be delivered because the disappearing company is a wholly owned subsidiary of the Company; the Company has determined that it expects to be able to perform its obligations after the merger.
Governing RuleArticle 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act
Future plansThe merger is scheduled to take effect on 1 June 2026.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

Because アジト株式会社 is a wholly owned subsidiary of PLAID,Inc., no merger consideration will be delivered. PLAID,Inc. also expects that its assets will continue to substantially exceed its liabilities after the merger, and does not currently anticipate any circumstances that would hinder the performance of its obligations.

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Statutory Pre-Merger Disclosure Document (Merger) (アジト株式会社) | PLAID,Inc. (4165) timely disclosure | Komori