Change in Consolidated Subsidiaries (Share Transfer and Exclusion from Consolidation) and Withdrawal from the Crowdfunding Business by a Consolidated Subsidiary
株式会社REVOLUTION, WeCapital株式会社, ヤマワケエステート株式会社, ヤマワケレンディング株式会社
Crowdfunding business and real estate crowdfunding business
A succession of issues occurred, including material deficiencies in internal controls requiring disclosure, delays in announcing financial results and filing the semiannual report, administrative action against YE, and extensions to the operating periods and delays in the redemption of crowdfunding projects, making it necessary for the Company to improve its internal management system and rebuild the We group businesses.
Recording of extraordinary income or loss is expected for the cumulative consolidated period of the fourth quarter of the fiscal year ending October 2026, but the amount and impact on consolidated results for the fiscal year ending October 2026 are under review.
Cumulative consolidated period of the fourth quarter of the fiscal year ending October 2026
In connection with the share transfer and withdrawal from the crowdfunding business, the Company revised its consolidated earnings forecast for the fiscal year ending October 2026 and changed the forecast figures to undetermined.
Company response
Partial suspension for 60 days of YE's operations relating to the real estate specified joint enterprise business. The crowdfunding business and real estate crowdfunding business covered by this matter will continue under Miyama Shun (美山俊) after the share transfer.
Establishment and investigation by the third-party investigation committee regarding the shareholder benefit program, as well as an internal investigation committee
Miyama Shun (美山俊) resigned as a director of the Company at 15:00 on 31 August 2026. He also transferred all equity interests in FO1 GK and relinquished his positions as a member of that company and as a major shareholder of the Company.
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.
27,576 voting rights, 54.65% (before the transfer; the record date is Not disclosed)
0 voting rights, 0% (after the transfer; the record date is Not disclosed)
Related procedures
Administrative action (60-day partial suspension of operations relating to the real estate specified joint enterprise business)
株式会社東京証券取引所 and the name of the authority that imposed the administrative action: Not disclosed
WeCapital株式会社 will be excluded from the Company's scope of consolidation. Miyama Shun (美山俊) will cooperate with the Company's financial reporting procedures and other matters. YE's representative is expected to resign within one month after the share transfer, and the representative is expected to change from the current representative to Miyama Shun (美山俊). The impact on extraordinary income or loss and consolidated results is under review.
If any matters requiring disclosure arise in the future, the Company will promptly disclose them.
| Item | Details |
|---|---|
| Event name | Change in Consolidated Subsidiaries (Share Transfer and Exclusion from Consolidation) and Withdrawal from the Crowdfunding Business by a Consolidated Subsidiary |
| Date of occurrence | 31 August 2026 (share transfer execution date; the business withdrawal date is scheduled for 31 August 2026) |
| Date recognized / date notice received | 31 August 2026 (date of board resolution and contract execution) |
| Subject Entity | 株式会社REVOLUTION, WeCapital株式会社, ヤマワケエステート株式会社, ヤマワケレンディング株式会社 |
| Target Locations / Products | Crowdfunding business and real estate crowdfunding business |
| Cause | A succession of issues occurred, including material deficiencies in internal controls requiring disclosure, delays in announcing financial results and filing the semiannual report, administrative action against YE, and extensions to the operating periods and delays in the redemption of crowdfunding projects, making it necessary for the Company to improve its internal management system and rebuild the We group businesses. |
| Amount of Impact on Business Performance | Recording of extraordinary income or loss is expected for the cumulative consolidated period of the fourth quarter of the fiscal year ending October 2026, but the amount and impact on consolidated results for the fiscal year ending October 2026 are under review. |
| Accounting period in which recognized | Cumulative consolidated period of the fourth quarter of the fiscal year ending October 2026 |
| Impact on Earnings Forecast | In connection with the share transfer and withdrawal from the crowdfunding business, the Company revised its consolidated earnings forecast for the fiscal year ending October 2026 and changed the forecast figures to undetermined. |
| Type of litigation or proceeding | Administrative action (60-day partial suspension of operations relating to the real estate specified joint enterprise business) |
| Court or authority | 株式会社東京証券取引所 and the name of the authority that imposed the administrative action: Not disclosed |
| Date of filing / date of action | February 2026 (administrative action against YE) |
| Suspended operations | Partial suspension for 60 days of YE's operations relating to the real estate specified joint enterprise business. The crowdfunding business and real estate crowdfunding business covered by this matter will continue under Miyama Shun (美山俊) after the share transfer. |
| Investigation structure | Establishment and investigation by the third-party investigation committee regarding the shareholder benefit program, as well as an internal investigation committee |
| Directors' and officers' liability | Miyama Shun (美山俊) resigned as a director of the Company at 15:00 on 31 August 2026. He also transferred all equity interests in FO1 GK and relinquished his positions as a member of that company and as a major shareholder of the Company. |
| Voting rights ownership percentage before the change | 27,576 voting rights, 54.65% (before the transfer; the record date is Not disclosed) |
| Voting rights ownership percentage after the change | 0 voting rights, 0% (after the transfer; the record date is Not disclosed) |
| Outlook | WeCapital株式会社 will be excluded from the Company's scope of consolidation. Miyama Shun (美山俊) will cooperate with the Company's financial reporting procedures and other matters. YE's representative is expected to resign within one month after the share transfer, and the representative is expected to change from the current representative to Miyama Shun (美山俊). The impact on extraordinary income or loss and consolidated results is under review. |
| Planned follow-up disclosure | If any matters requiring disclosure arise in the future, the Company will promptly disclose them. |
Items this document does not state (6)
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 We group experienced a succession of issues, including problems with its internal control system, delays in announcing financial results and filing its semiannual report, administrative action against YE, and delays in the redemption of crowdfunding projects, making it an urgent priority for the Company to improve its internal management system and rebuild the business. This decision was also based on the fact that, while no specific transferee had been identified through multiple M&A advisers, Miyama Shun (美山俊) proposed rebuilding the business, returning funds to investors, and cooperating with the Company's consolidated financial reporting.