Issuance of New Shares by Third-Party Allotment, Acquisition and Cancellation of the Sixth Series of Stock Acquisition Rights, Recognition of Extraordinary Income, and Change in Major Shareholder
SystemSoft Corporation (the filing company)
New base in Kyushu (specific additional location not yet identified), system and application development businesses targeted for acquisition, branding and marketing businesses, e-learning businesses, and SES businesses
To secure the funds required for corporate acquisitions, the establishment of a new base in Kyushu, and additional SaaS development investment, among other purposes, as well as cash liquidity. The acquisition and cancellation of the stock acquisition rights is at the request of the proposed allottee.
Selling, general and administrative expenses are expected to decrease by ¥260 million due to the reversal of share-based compensation expense. A gain of ¥30 million on the reversal of stock acquisition rights is expected to be recognized as extraordinary income. Extraordinary losses totaling ¥120 million are expected to be recognized in connection with the liquidation of 2 subsidiaries.
Consolidated financial results for the fiscal year ending September 2026
No revision will be made to the consolidated earnings forecast for the fiscal year ending September 2026.
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.
REGROWTH: No voting rights or shares held; ownership ratio — (as of 30 September 2025)
REGROWTH: 117,200 voting rights (11,720,000 shares), 11.08%, ranked second (scheduled for 22 April 2026)
Related procedures
Third-party allotment of new shares, acquisition and cancellation of stock acquisition rights, and change in major shareholder
Tokyo Stock Exchange and Financial Services Agency (filing under the Financial Instruments and Exchange Act)
Company response
An investigation was conducted by 株式会社国際危機管理機構 into whether persons associated with the proposed allottees have ties to antisocial forces and other matters. The representative is Kaneshige Yoshiyuki (金重 凱之). The investigation report concerning persons associated with EL CAMINO REAL is dated 20 February 2026, that concerning persons associated with REGROWTH is dated 2 April 2026, and that concerning persons associated with ミライニホン is dated 27 February 2026.
Payment, acquisition and cancellation of the stock acquisition rights, and the change in major shareholder are scheduled for 22 April 2026. The ¥993 million in proceeds is scheduled to be allocated to corporate acquisition funds of ¥893 million and ¥100 million for the establishment of a new base in Kyushu.
If any matter requiring disclosure arises, it will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Issuance of New Shares by Third-Party Allotment, Acquisition and Cancellation of the Sixth Series of Stock Acquisition Rights, Recognition of Extraordinary Income, and Change in Major Shareholder |
| Date of occurrence | 6 April 2026 (resolved by the Board of Directors) |
| Date recognized / date notice received | 6 April 2026 (date of the Board of Directors resolution) |
| Subject Entity | SystemSoft Corporation (the filing company) |
| Target Locations / Products | New base in Kyushu (specific additional location not yet identified), system and application development businesses targeted for acquisition, branding and marketing businesses, e-learning businesses, and SES businesses |
| Cause | To secure the funds required for corporate acquisitions, the establishment of a new base in Kyushu, and additional SaaS development investment, among other purposes, as well as cash liquidity. The acquisition and cancellation of the stock acquisition rights is at the request of the proposed allottee. |
| Amount of Impact on Business Performance | Selling, general and administrative expenses are expected to decrease by ¥260 million due to the reversal of share-based compensation expense. A gain of ¥30 million on the reversal of stock acquisition rights is expected to be recognized as extraordinary income. Extraordinary losses totaling ¥120 million are expected to be recognized in connection with the liquidation of 2 subsidiaries. |
| Accounting period in which recognized | Consolidated financial results for the fiscal year ending September 2026 |
| Impact on Earnings Forecast | No revision will be made to the consolidated earnings forecast for the fiscal year ending September 2026. |
| Type of litigation or proceeding | Third-party allotment of new shares, acquisition and cancellation of stock acquisition rights, and change in major shareholder |
| Court or authority | Tokyo Stock Exchange and Financial Services Agency (filing under the Financial Instruments and Exchange Act) |
| Investigation structure | An investigation was conducted by 株式会社国際危機管理機構 into whether persons associated with the proposed allottees have ties to antisocial forces and other matters. The representative is Kaneshige Yoshiyuki (金重 凱之). The investigation report concerning persons associated with EL CAMINO REAL is dated 20 February 2026, that concerning persons associated with REGROWTH is dated 2 April 2026, and that concerning persons associated with ミライニホン is dated 27 February 2026. |
| Voting rights ownership percentage before the change | REGROWTH: No voting rights or shares held; ownership ratio — (as of 30 September 2025) |
| Voting rights ownership percentage after the change | REGROWTH: 117,200 voting rights (11,720,000 shares), 11.08%, ranked second (scheduled for 22 April 2026) |
| Outlook | Payment, acquisition and cancellation of the stock acquisition rights, and the change in major shareholder are scheduled for 22 April 2026. The ¥993 million in proceeds is scheduled to be allocated to corporate acquisition funds of ¥893 million and ¥100 million for the establishment of a new base in Kyushu. |
| Planned follow-up disclosure | If any matter requiring disclosure arises, it will be disclosed promptly. |
Items this document does not state (9)
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 secure sufficient cash liquidity and investment capacity in preparation for corporate acquisitions, the establishment of a new base in Kyushu, additional SaaS development investment, investments in funds, and bond redemptions, among other purposes. In addition, the Sixth Series of Stock Acquisition Rights will be acquired and cancelled at the request of the proposed allottee.