Notice Regarding the Issuance of New Shares and the Sixth Series of Stock Acquisition Rights through a Third-Party Allotment and the Change in Major Shareholders
GRCS, Inc. (filing company)
Common shares, new shares ① and ②, sixth series of stock acquisition rights, GRC Security business, AI-native integrated risk management platform, and financial technology business
To address the expected situation in which consolidated net assets will be negative ¥451,109 thousand at the end of the fiscal year ending November 2026, creating the possibility of insolvency and delisting, and to secure funds needed to restore financial soundness and make growth investments
The impact on results for the current fiscal year is Not disclosed. The company stated, “We expect the impact on results for the current fiscal year to be minor.” The planned amount to be raised is ¥1,130,726,700 in total payment proceeds (estimated net proceeds of ¥1,113,476,700 after deducting issuance expenses).
The payment date for the new shares is 26 November 2026. The exercise period for the stock acquisition rights begins on 1 January 2027 and runs for 5 years.
The company expects this third-party allotment capital increase to have a minor impact on results for the current fiscal year.
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.
As of 31 May 2026, the ownership percentages were 24.99% for Trojans LLC and 9.69% for Fixstars Investment, Inc. No percentage was stated for M&P Capital LLC.
Immediately after the issuance of these new shares, the ownership percentages will be 22.04% for Trojans LLC, 17.03% for Fixstars Investment, Inc. and 15.41% for M&P Capital LLC. If all of these stock acquisition rights are exercised, the percentages will be 18.54% for Trojans LLC, 20.67% for Fixstars Investment, Inc. and 22.50% for M&P Capital LLC.
Related procedures
Tokyo Stock Exchange and the authorities involved in filings under the Financial Instruments and Exchange Act
Company response
Fair-value calculation of the stock acquisition rights by certified public accountant Tsuyoshi Suzuki, who is independent of the company and the intended allottees. An investigation by third-party research organisation Tokucho Co., Ltd. into the relationship between parties related to M&P Capital and antisocial forces. Deliberation by 2 outside directors and 3 outside corporate auditors on the necessity and appropriateness of the third-party allotment capital increase
Payment for the new shares and allotment of the stock acquisition rights are scheduled for 26 November 2026. The proceeds are scheduled to be allocated from November 2026 through December 2032 to repayments of borrowings and other debt, hiring, AI platform development, infrastructure costs for the financial technology business, and M&A expenses.
The company will promptly provide notice if any matter requiring disclosure arises.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Issuance of New Shares and the Sixth Series of Stock Acquisition Rights through a Third-Party Allotment and the Change in Major Shareholders |
| Date of occurrence | 10 November 2026 (date of board resolution) |
| Subject Entity | GRCS, Inc. (filing company) |
| Target Locations / Products | Common shares, new shares ① and ②, sixth series of stock acquisition rights, GRC Security business, AI-native integrated risk management platform, and financial technology business |
| Cause | To address the expected situation in which consolidated net assets will be negative ¥451,109 thousand at the end of the fiscal year ending November 2026, creating the possibility of insolvency and delisting, and to secure funds needed to restore financial soundness and make growth investments |
| Amount of Impact on Business Performance | The impact on results for the current fiscal year is Not disclosed. The company stated, “We expect the impact on results for the current fiscal year to be minor.” The planned amount to be raised is ¥1,130,726,700 in total payment proceeds (estimated net proceeds of ¥1,113,476,700 after deducting issuance expenses). |
| Accounting period in which recognized | The payment date for the new shares is 26 November 2026. The exercise period for the stock acquisition rights begins on 1 January 2027 and runs for 5 years. |
| Impact on Earnings Forecast | The company expects this third-party allotment capital increase to have a minor impact on results for the current fiscal year. |
| Court or authority | Tokyo Stock Exchange and the authorities involved in filings under the Financial Instruments and Exchange Act |
| Investigation structure | Fair-value calculation of the stock acquisition rights by certified public accountant Tsuyoshi Suzuki, who is independent of the company and the intended allottees. An investigation by third-party research organisation Tokucho Co., Ltd. into the relationship between parties related to M&P Capital and antisocial forces. Deliberation by 2 outside directors and 3 outside corporate auditors on the necessity and appropriateness of the third-party allotment capital increase |
| Voting rights ownership percentage before the change | As of 31 May 2026, the ownership percentages were 24.99% for Trojans LLC and 9.69% for Fixstars Investment, Inc. No percentage was stated for M&P Capital LLC. |
| Voting rights ownership percentage after the change | Immediately after the issuance of these new shares, the ownership percentages will be 22.04% for Trojans LLC, 17.03% for Fixstars Investment, Inc. and 15.41% for M&P Capital LLC. If all of these stock acquisition rights are exercised, the percentages will be 18.54% for Trojans LLC, 20.67% for Fixstars Investment, Inc. and 22.50% for M&P Capital LLC. |
| Outlook | Payment for the new shares and allotment of the stock acquisition rights are scheduled for 26 November 2026. The proceeds are scheduled to be allocated from November 2026 through December 2032 to repayments of borrowings and other debt, hiring, AI platform development, infrastructure costs for the financial technology business, and M&A expenses. |
| Planned follow-up disclosure | The company will promptly provide notice if any matter requiring disclosure arises. |
Items this document does not state (11)
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 eliminate the negative net worth expected at the end of the fiscal year ending November 2026 and strengthen capital to meet the continued-listing criteria of the Tokyo Stock Exchange Growth Market, as well as to fund repayments of borrowings and other debt, hiring for the GRC Security business, AI platform development, infrastructure costs for the financial technology business, and M&A.