Decision and Details
Post-merger disclosure relating to the absorption-type merger
Because this was a merger without consideration between a wholly owning parent company and its wholly owned subsidiary. To eliminate the absorbed company's negative net worth for the fiscal year ended November 2025, debt forgiveness was carried out before the merger.
The disclosure states that, with respect to the surviving company after the merger, no circumstances that would currently impede the performance of its obligations are anticipated. The specific impact on financial results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision Date | 1 May 2026 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 July 2026 (completed; effective date) |
| Amount | Merger consideration: none; amount of debt waived: ¥228 million in loans; total issue price for the third-party allotment: ¥1,216,256,190 |
| Quantity / scale | Assets, liabilities, rights and obligations held by the absorbed company: all such assets, liabilities, rights and obligations; issuance of new shares through a third-party allotment: 11,474,115 shares |
| Impact on Business Performance | The disclosure states that, with respect to the surviving company after the merger, no circumstances that would currently impede the performance of its obligations are anticipated. The specific impact on financial results is Not disclosed. |
| Reason | Because this was a merger without consideration between a wholly owning parent company and its wholly owned subsidiary. To eliminate the absorbed company's negative net worth for the fiscal year ended November 2025, debt forgiveness was carried out before the merger. |
| Governing Rule | Article 801, Paragraph 1; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 784, Paragraph 1; Article 796, Paragraph 2; Articles 789, 799 and 921 of the Companies Act |
| Related previous disclosures | "Prior Disclosure Document Relating to the Absorption-Type Merger" dated 8 May 2026 |
| Future plans | Registration of the change dated 1 July 2026 is scheduled |
Items this document does not state (2)
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.This was a merger between a wholly owning parent company and its wholly owned subsidiary, carried out as part of an organizational restructuring. To eliminate the absorbed company's negative net worth for the fiscal year ended November 2025, a ¥228 million waiver of loan receivables was also carried out before the merger.