Execution of a capital alliance agreement with BUSINESS BRAIN SHOWA・OTA INC., issuance of new shares through a third-party allotment, a secondary offering of shares, and changes in major shareholders and other affiliated companies
Nihon Knowledge Co,Ltd., BUSINESS BRAIN SHOWA・OTA INC., ウィステリアトラスト株式会社
Establishment of a capital relationship to promote the business alliance with BBS over the medium to long term on a stable basis, securing funds for growth investments, including AI-related businesses, human resources development, M&A and the expansion of business locations, and strengthening the financial foundation
The specific impact on results for the fiscal year ending March 2027 has not been determined. Funds raised through the third-party allotment will be ¥936,257,000, and the estimated net proceeds will be ¥932,457,000.
As of the present time, the specific impact on results for the fiscal year ending March 2027 has not been determined.
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.
BBS: 0 units (0 shares), 0% (as of 31 March 2026)
BBS: 10,560 units (1,056,000 shares), 20.36% (expected as of 2 November 2026)
Related procedures
Tokyo Stock Exchange, Inc. (reference to Article 432 of the Listing Regulations)
The payment for the third-party allotment and the acquisition of shares by BBS are scheduled for 2 November 2026. The funds raised are scheduled to be allocated from November 2026 through March 2031 to AI-related businesses and human resources development, M&A, the expansion of business locations, and other purposes.
If any matters requiring disclosure arise in the future, they will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Execution of a capital alliance agreement with BUSINESS BRAIN SHOWA・OTA INC., issuance of new shares through a third-party allotment, a secondary offering of shares, and changes in major shareholders and other affiliated companies |
| Date of occurrence | 25 September 2026 (date of board resolution and execution date of the capital alliance agreement) |
| Subject Entity | Nihon Knowledge Co,Ltd., BUSINESS BRAIN SHOWA・OTA INC., ウィステリアトラスト株式会社 |
| Cause | Establishment of a capital relationship to promote the business alliance with BBS over the medium to long term on a stable basis, securing funds for growth investments, including AI-related businesses, human resources development, M&A and the expansion of business locations, and strengthening the financial foundation |
| Amount of Impact on Business Performance | The specific impact on results for the fiscal year ending March 2027 has not been determined. Funds raised through the third-party allotment will be ¥936,257,000, and the estimated net proceeds will be ¥932,457,000. |
| Impact on Earnings Forecast | As of the present time, the specific impact on results for the fiscal year ending March 2027 has not been determined. |
| Court or authority | Tokyo Stock Exchange, Inc. (reference to Article 432 of the Listing Regulations) |
| Voting rights ownership percentage before the change | BBS: 0 units (0 shares), 0% (as of 31 March 2026) |
| Voting rights ownership percentage after the change | BBS: 10,560 units (1,056,000 shares), 20.36% (expected as of 2 November 2026) |
| Outlook | The payment for the third-party allotment and the acquisition of shares by BBS are scheduled for 2 November 2026. The funds raised are scheduled to be allocated from November 2026 through March 2031 to AI-related businesses and human resources development, M&A, the expansion of business locations, and other purposes. |
| Planned follow-up disclosure | If any matters requiring disclosure arise in the future, they will be disclosed promptly. |
Items this document does not state (14)
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 establish a capital relationship for promoting the business alliance with BBS over the medium to long term on a stable basis and for mutually leveraging the management resources of both companies, while securing funds for growth investments, including AI-related businesses, human resources development, M&A and the expansion of business locations, and strengthening the financial foundation.