Decision and Details
Prior disclosure concerning the merger by absorption with MONO BRAIN Co., Ltd.
Because immediately before the merger takes effect, the Company will become the wholly owned parent of the absorbed company. The Company will assume all of the absorbed company’s rights and obligations, and the absorbed company will be dissolved.
The Company has determined that it is expected to be able to perform its obligations after the merger. No shares, cash or other consideration will be delivered in connection with the merger. The amount of the impact on financial results is not stated.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure concerning the merger by absorption with MONO BRAIN Co., Ltd. |
| Decision Date | 15 July 2026 (date the merger agreement was executed) |
| Implementation Date | 1 September 2026 (scheduled effective date of the merger by absorption; subject to change depending on conditions) |
| Amount | Revenue of ¥14,289,100, net income of -¥3,089,257, total assets of ¥15,330,772, total liabilities of ¥2,205,690, total net assets of ¥13,125,082, and stock acquisition rights of ¥26,000,000 for the absorbed company’s most recent fiscal year |
| Impact on Business Performance | The Company has determined that it is expected to be able to perform its obligations after the merger. No shares, cash or other consideration will be delivered in connection with the merger. The amount of the impact on financial results is not stated. |
| Reason | Because immediately before the merger takes effect, the Company will become the wholly owned parent of the absorbed company. The Company will assume all of the absorbed company’s rights and obligations, and the absorbed company will be dissolved. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorbed company will seek a resolution at a general meeting of shareholders approving the merger agreement and related matters by the day before the effective date. Before the merger, the absorbed company is scheduled to acquire all of its stock acquisition rights using funds borrowed from ABEJA. If the closing of the share transfer agreement does not take place by 31 October 2026, this agreement will cease to be effective. |
Items this document does not state (4)
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.No merger consideration will be paid because ABEJA will become MONO BRAIN’s wholly owned parent immediately before the merger takes effect. ABEJA also states that it has determined that it will be able to perform its obligations after the merger.