Komori
M&A and Subsidiary Changes6194Atrae,Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

The Company has resolved to establish MICOTH Co., Ltd. The Company will contribute 51% of the capital, while the four directors of the new company will contribute the remaining 49% in aggregate. Following its establishment in November 2026, the company is expected to become a consolidated subsidiary of the Company.

Worth reading
61In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
2500000
Yen (予定)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of subsidiary
CounterpartyThe four directors of the subsidiary to be established
Disclosing companyAtrae,Inc.
MICOTH Co., Ltd.Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Planning, development and operation of various services using the internet and technology, and related activities

Location Minato-ku, TokyoShare capital ¥2,500,000 (planned)Date of incorporation November 2026 (scheduled)
Impact on Business Performance

The Company expects the impact of this matter on results for the fiscal year ending September 2026 to be immaterial. The subsidiary is expected to become a consolidated subsidiary of the Company from its date of establishment. Accordingly, beginning with the fiscal year ending September 2027, the Company plans to transition from standalone financial statements to consolidated financial statements.

Procedures and assumptions
Management structure after acquisitionMoriyama Yuki (森山 雄貴) will serve as Representative Director and CEO. One Company employee is expected to be appointed Representative Director and CEO, and one is expected to be appointed Corporate Auditor. From its date of establishment, the company is expected to become a consolidated subsidiary of the Company.
This transaction
ItemDetails
Transaction nameEstablishment of subsidiary
Counterparty nameThe four directors of the subsidiary to be established
Name of the Subject CompanyMICOTH Co., Ltd.
Business Description of the Subject CompanyPlanning, development and operation of various services using the internet and technology, and related activities
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥2,500,000 (planned)
Date of Establishment of the Subject CompanyNovember 2026 (scheduled)
Voting rights ownership percentageAfter The Company: 51%; the four directors of the subsidiary to be established, in aggregate: 49% (before not disclosed)
Impact on Business PerformanceThe Company expects the impact of this matter on results for the fiscal year ending September 2026 to be immaterial. The subsidiary is expected to become a consolidated subsidiary of the Company from its date of establishment. Accordingly, beginning with the fiscal year ending September 2027, the Company plans to transition from standalone financial statements to consolidated financial statements.
Date of board resolution12 August 2026
Execution Date / Effective DateNovember 2026 (scheduled)
Management structure after acquisitionMoriyama Yuki (森山 雄貴) will serve as Representative Director and CEO. One Company employee is expected to be appointed Representative Director and CEO, and one is expected to be appointed Corporate Auditor. From its date of establishment, the company is expected to become a consolidated subsidiary of the Company.
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

As part of efforts to maximize customer value by integrating the businesses within the People Tech business, the Company will expand the target market for “Wevox” to frontline workplaces such as factories and grow the business as a new growth driver.

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 Establishment of a Subsidiary | Atrae,Inc. (6194) timely disclosure | Komori