Komori
M&A and Subsidiary Changes9235Ureru Net Advertising Group Co.,Ltd.Information and Communications, Services and Others

(Update and Changes to Disclosed Information) Notice Regarding the Establishment of BCDC.Ai.GPU Data Center株式会社 by 売れるネット広告社 Group (9235) and Changes to the AI/GPU Infrastructure Business

The Company plans to establish BCDC.Ai.GPU Data Center Co., Ltd. jointly with Isogai Hiroshi (礒貝 浩資) on 15 July 2026, making it a subsidiary in which the Company will hold a 51% interest. The Company has reviewed its previous plan, which centered on containerized GPU data centers, and changed the business to one combining a GPU infrastructure platform within major data center facilities with AI platforms and AI SaaS. The representative director will also change from Isogai Hiroshi (礒貝 浩資) to Sugimura Mina (杉村 美菜).

Worth reading
38Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
10
¥ million (new company's capital)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment of BCDC.Ai.GPU Data Center Co., Ltd.
CounterpartyIsogai Hiroshi (礒貝 浩資)
Disclosing companyUreru Net Advertising Group Co.,Ltd.
BCDC.Ai.GPU Data Center 株式会社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.
Contract DateNo formal agreement has been executed.
Target company

1. Construction and operation of GPU data centers 2. AI platform 3. AI Gateway 4. AI SaaS

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 15 July 2026
Consideration and expenses
Type of ConsiderationCash (capital contribution)
Funding arrangementsThe Company will disclose the funding method and investment amount once they have been finalized.
Impact on Business Performance

The impact of this matter on consolidated results for the fiscal year ending July 2026 is expected to be immaterial. If any matter requiring disclosure arises due to future business developments, capital investment, capital policy or other factors, the Company will promptly make an announcement.

Procedures and assumptions
Management structure after acquisitionThe representative director will be Sugimura Mina (杉村 美菜). 2 of the Company's officers and employees are expected to concurrently serve as directors of the company. Isogai Hiroshi (礒貝 浩資) will be involved in the business as a shareholder, while Sugimura Mina (杉村 美菜) will be responsible for business operations.
This transaction
ItemDetails
Transaction nameEstablishment of BCDC.Ai.GPU Data Center Co., Ltd.
Counterparty nameIsogai Hiroshi (礒貝 浩資)
Name of the Subject CompanyBCDC.Ai.GPU Data Center 株式会社
Business Description of the Subject Company1. Construction and operation of GPU data centers 2. AI platform 3. AI Gateway 4. AI SaaS
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company15 July 2026
Type of ConsiderationCash (capital contribution)
Voting rights ownership percentageAfter 51% (planned capital contribution at establishment) (before not disclosed)
Funding arrangementsThe Company will disclose the funding method and investment amount once they have been finalized.
Impact on Business PerformanceThe impact of this matter on consolidated results for the fiscal year ending July 2026 is expected to be immaterial. If any matter requiring disclosure arises due to future business developments, capital investment, capital policy or other factors, the Company will promptly make an announcement.
Date of board resolution30 June 2026
Contract DateNo formal agreement has been executed.
Execution Date / Effective Date15 July 2026 (planned establishment date)
Management structure after acquisitionThe representative director will be Sugimura Mina (杉村 美菜). 2 of the Company's officers and employees are expected to concurrently serve as directors of the company. Isogai Hiroshi (礒貝 浩資) will be involved in the business as a shareholder, while Sugimura Mina (杉村 美菜) will be responsible for business operations.
Items this document does not state (17)
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 priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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.

The representative director was changed after comprehensively considering the operating structure and governance, in order to separate the investor from the executive responsible for business operations and ensure an appropriate check-and-balance function. The business was changed after reconsidering its viability, operating efficiency and other factors, in order to expand the business model by combining AI services rather than operating a GPU data center on a standalone basis.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Update and Changes to Disclosed Information) Notice Regarding the Establishment of BCDC.Ai.GPU Data Center株式会社 by 売れるネット広告社 Group (9235) and Changes to the AI/GPU Infrastructure Business | Ureru Net Advertising Group Co.,Ltd. (9235) timely disclosure | Komori