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M&A and Subsidiary Changes9338INFORICH INC.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in T-GAIA ASIA PACIFIC PTE. LTD.

INFORICH will acquire 100% of the issued shares of T-GAIA ASIA PACIFIC PTE. LTD., which operates CHARGESPOT in Singapore, making it a subsidiary. The purchase price is ¥10 million, and the total amount including advisory fees and other expenses is approximately ¥22 million. The share acquisition is scheduled for 15 May 2026.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
22
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
Counterparty株式会社ティーガイア
Disclosing companyINFORICH INC.
T-GAIA ASIA PACIFIC PTE. LTD.Voting rights ownership percentageNumber of shares acquired 5,983,001 shares (number of voting rights: 5,983,001)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Operation of the CHARGESPOT franchise in Singapore

Location SingaporeShare capital S$5,957,467Date of incorporation 12 November 2013
Net SalesS$782,176 (fiscal year ended December 2025)
Operating profitOperating loss of S$1,659,852 (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of S$1,631,508 (fiscal year ended December 2025)
Net assetsNet assets of S$1,517,436 (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceTGAP common shares: ¥10 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥12 million
Impact on Business Performance

The impact of this share acquisition on the business results and financial position of the INFORICH Group for the fiscal year ending December 2026 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionTGAP is expected to become a subsidiary from the end of the second quarter of the fiscal year ending December 2026. Changes to the company name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty name株式会社ティーガイア
Name of the Subject CompanyT-GAIA ASIA PACIFIC PTE. LTD.
Business Description of the Subject CompanyOperation of the CHARGESPOT franchise in Singapore
Location of the Subject CompanySingapore
Capital Stock of the Subject CompanyS$5,957,467
Date of Establishment of the Subject Company12 November 2013
Net Sales of the Subject CompanyS$782,176 (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of S$1,659,852 (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of S$1,631,508 (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of S$1,517,436 (fiscal year ended December 2025)
Acquisition priceTGAP common shares: ¥10 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥12 million
Number of shares acquired5,983,001 shares (number of voting rights: 5,983,001)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on the business results and financial position of the INFORICH Group for the fiscal year ending December 2026 is expected to be immaterial.
Date of board resolution30 April 2026
Contract Date30 April 2026 (scheduled)
Execution Date / Effective Date15 May 2026 (scheduled)
Management structure after acquisitionTGAP is expected to become a subsidiary from the end of the second quarter of the fiscal year ending December 2026. Changes to the company name, representative and treatment of employees: not disclosed
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 purpose is to make TGAP a subsidiary, become directly involved in its business operations, and establish a structure that enables the agile execution of strategic investments. The company aims to expand the number of installations, market share and user base by improving operating efficiency, strengthening its sales structure and enhancing procurement capabilities, thereby establishing a long-term earnings base and improving profitability.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in T-GAIA ASIA PACIFIC PTE. LTD. | INFORICH INC. (9338) timely disclosure | Komori