Komori
Occurring Fact4393Bank of Innovation,Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Abbreviated Merger) and Waiver of Receivables

The Company will absorb its wholly owned subsidiary 株式会社Koiniwa and waive ¥1,700 million in loan receivables owed by the subsidiary. The waiver is expected to result in a ¥531 million extraordinary loss in the parent company's standalone financial statements, but will have no impact on consolidated results.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1700
¥ million (amount scheduled to be waived)
Wording
Conditional
How definitive the wording is.

Absorption-type merger (simplified merger and short-form merger) of a consolidated subsidiary and waiver of receivables

Subject Entity

株式会社バンク・オブ・イノベーション and its wholly owned subsidiary 株式会社Koiniwa

Target Locations / Products

“Koiniwa,” a game and matchmaking app, including its enhanced and overseas versions

Occurrence24 March 2026 (date of board resolution and execution of the merger agreement)
Same day
Awareness or receipt of notice24 March 2026 (date of the Board of Directors' resolution)
This disclosure03/24/2026
Cause

To improve productivity by consolidating management resources. Part of the receivables will be waived to eliminate Koiniwa's negative net worth before the merger.

Amount of Impact on Business Performance

The receivables waiver is scheduled to total ¥1,700 million. Of this amount, ¥1,168 million has already been covered by an allowance for loans to affiliated companies, and the difference of ¥531 million is expected to be recorded as an extraordinary loss in the standalone financial statements. The amount will be eliminated on consolidation, so there will be no impact on consolidated results.

Impact on Earnings Forecast

No revision to the earnings forecast has been specified. The impact on the Company's consolidated results is immaterial.

Company response

Suspended operations

No suspension of operations has been disclosed. The “Koiniwa” service will continue to be provided.

Outlook

The waiver of receivables is scheduled for 30 June 2026, and the absorption-type merger is scheduled for 1 July 2026, with the Company as the surviving entity. The Company will assume the operations related to “Koiniwa,” continue providing the service, and work on developing its enhanced and overseas versions.

Event that occurred
ItemDetails
Event nameAbsorption-type merger (simplified merger and short-form merger) of a consolidated subsidiary and waiver of receivables
Date of occurrence24 March 2026 (date of board resolution and execution of the merger agreement)
Date recognized / date notice received24 March 2026 (date of the Board of Directors' resolution)
Subject Entity株式会社バンク・オブ・イノベーション and its wholly owned subsidiary 株式会社Koiniwa
Target Locations / Products“Koiniwa,” a game and matchmaking app, including its enhanced and overseas versions
CauseTo improve productivity by consolidating management resources. Part of the receivables will be waived to eliminate Koiniwa's negative net worth before the merger.
Amount of Impact on Business PerformanceThe receivables waiver is scheduled to total ¥1,700 million. Of this amount, ¥1,168 million has already been covered by an allowance for loans to affiliated companies, and the difference of ¥531 million is expected to be recorded as an extraordinary loss in the standalone financial statements. The amount will be eliminated on consolidation, so there will be no impact on consolidated results.
Impact on Earnings ForecastNo revision to the earnings forecast has been specified. The impact on the Company's consolidated results is immaterial.
Suspended operationsNo suspension of operations has been disclosed. The “Koiniwa” service will continue to be provided.
OutlookThe waiver of receivables is scheduled for 30 June 2026, and the absorption-type merger is scheduled for 1 July 2026, with the Company as the surviving entity. The Company will assume the operations related to “Koiniwa,” continue providing the service, and work on developing its enhanced and overseas versions.
Items this document does not state (15)
Accounting period in which recognizedType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the changePlanned follow-up disclosure

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.

To consolidate management resources and improve productivity. The receivables will be waived to eliminate Koiniwa's negative net worth before the merger.

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.
Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Abbreviated Merger) and Waiver of Receivables | Bank of Innovation,Inc. (4393) timely disclosure | Komori