Decision and Details
Extraordinary general meeting of shareholders of 株式会社ヒップスターゲート (approval of the share exchange agreement) and Bizmates,Inc. (shareholder approval omitted under the simplified share exchange procedure)Share exchange under which Bizmates,Inc. became the wholly-owning parent company through the share exchange and 株式会社ヒップスターゲート became the wholly owned subsidiary through the share exchange
Post-event disclosure pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. Business purpose or reason: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which Bizmates,Inc. became the wholly-owning parent company through the share exchange and 株式会社ヒップスターゲート became the wholly owned subsidiary through the share exchange |
| Decision-Making Body | Extraordinary general meeting of shareholders of 株式会社ヒップスターゲート (approval of the share exchange agreement) and Bizmates,Inc. (shareholder approval omitted under the simplified share exchange procedure) |
| Decision Date | 25 June 2026 (date the share exchange agreement was executed and date of the resolution at the extraordinary general meeting of shareholders of 株式会社ヒップスターゲート) |
| Implementation Date | 31 July 2026 (effective date; completed) |
| Amount | Increase in stated capital: ¥0; increase in retained earnings reserve: ¥0; increase in capital reserve: amount separately determined by Bizmates,Inc. in accordance with Article 39 of the Ordinance on Company Accounting |
| Quantity / scale | Shares of 株式会社ヒップスターゲート transferred: 88 shares; Bizmates,Inc. common shares delivered: 100,732 shares in total; exchange ratio: 1,144.68181818182 Bizmates,Inc. common shares for each 1 common share of 株式会社ヒップスターゲート |
| Reason | Post-event disclosure pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. Business purpose or reason: Not disclosed |
| Governing Rule | Article 791, paragraph 1, item 2; Article 801, paragraph 3, item 3; Article 783, paragraph 1; Article 785; Article 787; Article 789; Article 795, paragraph 1; Article 796, paragraphs 2 and 3; Article 797; Article 799 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; Article 161, paragraph 2 of the Act on Book-Entry Transfer of Corporate Bonds and Shares; and Article 39 of the Ordinance on Company Accounting |
Items this document does not state (4)
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.This is a post-event disclosure of the share exchange pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. It describes the fact that the share exchange was conducted and the progress of the statutory procedures. No business purpose or reason is stated.