Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
15
Less than 15% of net assets at the end of the immediately preceding fiscal yearWording
Conditional
How definitive the wording is.This transaction
Acquisition of shares and merger (the "Transaction")CounterpartyKato Masaki (加藤 真規)
Disclosing companyABEJA,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Development and provision of the AI governance platform MODEL SAFE, AI co-creation development, AI governance training, support for preparing internal regulations and related services
Location Shibuya, TokyoShare capital ¥1 million (as of 31 January 2026)Date of incorporation 10 March 2023
Net Sales¥14.289 million (fiscal year ended January 2026)
Operating profit¥3.209 million operating loss (fiscal year ended January 2026)
Net income for the current fiscal year¥3.089 million net loss (fiscal year ended January 2026)
Net assets¥13.125 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceNot disclosed because the counterparty is an individual and due to confidentiality obligations
Merger ratio/share exchange ratioNo ratio set (no allocation). Surviving company: ABEJA, Inc.; dissolving company: MONO BRAIN Co., Ltd.
Impact on Business Performance
The Transaction is expected to have a negligible impact on the Company's results for the fiscal years ending August 2026 and August 2027.
Procedures and assumptions
Valuation methodologyThe parties agreed on a fair and reasonable price based on the results of financial, legal and other due diligence and negotiations.
Conditions Precedent to ExecutionThe merger is expected to become effective on the condition that MONO BRAIN becomes a wholly owned subsidiary of the Company upon completion of the share acquisition. Approval of the merger agreement by MONO BRAIN is also expected.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end following the merger. MONO BRAIN will be dissolved as of the merger effective date. The treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and merger (the "Transaction") |
| Counterparty name | Kato Masaki (加藤 真規) |
| Name of the Subject Company | MONO BRAIN Co., Ltd. |
| Business Description of the Subject Company | Development and provision of the AI governance platform MODEL SAFE, AI co-creation development, AI governance training, support for preparing internal regulations and related services |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥1 million (as of 31 January 2026) |
| Date of Establishment of the Subject Company | 10 March 2023 |
| Net Sales of the Subject Company | ¥14.289 million (fiscal year ended January 2026) |
| Operating Profit of the Subject Company | ¥3.209 million operating loss (fiscal year ended January 2026) |
| Net Income of the Subject Company | ¥3.089 million net loss (fiscal year ended January 2026) |
| Net Assets of the Subject Company | ¥13.125 million (fiscal year ended January 2026) |
| Acquisition price | Not disclosed because the counterparty is an individual and due to confidentiality obligations |
| Merger ratio/share exchange ratio | No ratio set (no allocation). Surviving company: ABEJA, Inc.; dissolving company: MONO BRAIN Co., Ltd. |
| Number of shares acquired | 1,000,000 shares (number of voting rights: 1,000,000) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The Transaction is expected to have a negligible impact on the Company's results for the fiscal years ending August 2026 and August 2027. |
| Date of board resolution | 15 July 2026 |
| Contract Date | 15 July 2026 (share transfer agreement and absorption-type merger agreement) |
| Execution Date / Effective Date | 1 September 2026 (予定) (share transfer closing date and merger effective date) |
| Valuation methodology | The parties agreed on a fair and reasonable price based on the results of financial, legal and other due diligence and negotiations. |
| Conditions Precedent to Execution | The merger is expected to become effective on the condition that MONO BRAIN becomes a wholly owned subsidiary of the Company upon completion of the share acquisition. Approval of the merger agreement by MONO BRAIN is also expected. |
| Management structure after acquisition | There will be no changes to the Company's name, location, representative, business activities, capital or fiscal year-end following the merger. MONO BRAIN will be dissolved as of the merger effective date. The treatment of employees is Not disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceType of ConsiderationTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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 transaction will integrate MONO BRAIN's expertise in AI governance, products and personnel with ABEJA's AI technology, customer base and project execution capabilities, thereby enhancing the value of services supporting the use of generative AI and AI governance and AI risk management. It will also enable the integrated operation of management resources, speeding up decision-making and strengthening business development and customer delivery capabilities.
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