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f-code Inc. — Interim / Quarterly Report 2026
May 18, 2026
14485_rns_2026-05-18_28c81ff2-628e-4f0b-9bf5-5ede278b87a6.pdf
Interim / Quarterly Report
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Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
May 15, 2026
Consolidated Financial Results for the Three Months Ended March 31, 2026 [IFRS]
Company name: f-code Inc. Stock exchange listing: Tokyo Stock Exchange Code number: 9211 URL: https://f-code.co.jp Representative: Tsutomu Kudo, President and representative director Contact: Shingo Kinugasa, Director & CFO Phone: +81-3-6272-8991 Scheduled date of commencing dividend payments: - Preparation of supplementary material on financial results: Yes Holding of financial results briefing: Yes (online)
(Amounts of less than one million yen are rounded down.)
1. Consolidated Financial Results for the Three Months Ended March 31, 2026 (January 1, 2026 to March 31, 2026) (1) Consolidated Operating Results (Cumulative) (Percentages represent changes from the same quarter of the previous year.) Percentages represent changes from the same quarter of the previous year.) ges represent changes from the same quarter of the previous year.) es represent changes from the same quarter of the previous year.) present changes from the same quarter of the previous year.) resent changes from the same quarter of the previous year.) ges from the same quarter of the previous year.) es from the same quarter of the previous year.) quarter of the previous year.) uarter of the previous year.) previous year.) revious year.) year.) ear.)
(Percentages represent changes from the same quarter of the previous year.) Percentages represent changes from the same quarter of the previous year.) ges represent changes from the same quarter of the previous year.) es represent changes from the same quarter of the previous year.) present changes from the same quarter of the previous year.) resent changes from the same quarter of the previous year.) ges from the same quarter of the previous year.) es from the same quarter of the previous year.) quarter of the previous year.) uarter of the previous year.) previous year.) revious year.) year.) ear.)
| Revenu | e Oper pr |
ating ofit |
Profit before taxes |
Prof | it | To the owners parent Profit attributa |
of the ble to |
Compreh inco Total am |
ensive me ount |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended | Millions of yen |
% Millions of yen |
% |
Millions of yen % |
Millions of yen |
% | Millions of yen |
% | Millions of yen |
% |
| March 31, 2026 | 3,904 | 61.6 785 |
38.6 |
742 38.9 |
481 | 38.3 | 460 | 43.7 | 481 |
38.3 |
| March 31,2025 |
2,416 | 133.4 566 |
79.0 |
534 80.8 |
348 | 82.8 | 320 | 75.4 | 348 |
82.8 |
| Basic earnin | gs per share D |
iluted ear | nings per share | |||||||
| Three months ended | Yen | Yen | ||||||||
| March 31, 2026 | 37.74 | 36.30 | ||||||||
| March 31,2025 | 26.03 | 24.67 |
(Note) The provisional accounting treatment for business combinations was finalized in the first quarter of the fiscal year ending December 31, 2026. Each figure related to the first quarter of the fiscal year ending December 31, 2025 reflects the details of the finalization of the provisional accounting treatment.
(2) Consolidated Financial Position
| Total Assets | Total Equity | Equity attributable to owners of the parent company |
Equity attributable to owners of the parent companyratio |
|
|---|---|---|---|---|
| Millions of yen | Millions of yen | Millions of yen | % | |
| As of March 31, 2026 | 31,662 | 7,714 | 7,993 | 25.3 |
| As of December 31,2025 | 26,429 | 6,717 | 7,520 | 28.5 |
(Note) The provisional accounting treatment for business combinations was finalized in the first quarter of the fiscal year ending December 31, 2026. Each figure related to the fiscal year ended December 31, 2025 reflects the details of the finalization of the provisional accounting treatment.
2. Dividends
| A |
nnual dividends |
||||
|---|---|---|---|---|---|
| 1stquarter-end | 2ndquarter-end | 3rdquarter-end | Year-end | Total | |
| Yen | Yen | Yen | Yen | Yen | |
| FY2025 | - | 0.00 | - | 0.00 | 0.00 |
| FY2026 | - | ||||
| FY2026(Forecast) | 0.00 | - | 0.00 | 0.00 | |
| (Note) Revisions to the dividen |
d forecasts most recent | ly announced | : | None |
- Forecast of Consolidated Financial Results for the Fiscal Year Ending December 31, 2026 (January 1, 2026 to December 31, 2026)
| Reven | ue | Operating | profit | Profit be taxe |
fore s |
(Perce Profi |
ntagesi t |
ndicate y Prof attributa owners pare |
ear-on- it ble to of the nt |
yearchanges.) Basic earnings per share |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Millions of yen |
% | Millions of yen |
% | Millions of yen |
% | Millions of yen |
% | Millions of yen |
% | Yen | ||
| Fullyear | 14,500 | 21.5 | 3,300 | 45.1 | 3,000 | 45.0 | 2,000 | 35.0 | 1,900 | 33.1 | 155.62 |
|
| (Note) | Revisions to | the most recently | announc | ed earnings | forecasts | : |
None |
(Note) We finalized the provisional accounting treatment for business combinations in the first quarter of the fiscal year ending December 31, 2026. The rate of change in the forecast of consolidated financial results compared with the previous fiscal year is based on a comparison with the consolidated financial results for the fiscal year ended December 31, 2025, which reflects the details of the finalization of the provisional accounting treatment.
2
- Notes ：
(1) Significant changes in the scope of consolidation during the quarter : Yes
(Company name) En place Inc. New 3 Companies AI ONE Inc. ONE Inc. Exclusion - - Company (Company name) - (2) Changes in Accounting Policies and Changes in Accounting Estimates 1)Changes in accounting policies required by IFRS : None 2)Changes in accounting policies due to reasons other than 1) : None 3)Changes in accounting estimates : None (3) Number of shares outstanding (common stock) 1)Number of shares outstanding at the end of the period (including treasury stock) March 31, 2026 : 12,439,400 shares December 31, 2025 : 12,409,400 shares 2)Number of treasury stock at the end of the period March 31, 2026 : 200,631 shares December 31, 2025 : 200,631 shares 3)Average number of shares during the period March 31, 2026 : 12,209,102 shares March 31, 2025 : 12,316,081 shares
-
(2) Changes in Accounting Policies and Changes in Accounting Estimates
-
(3) Number of shares outstanding (common stock)
-
Review of the accompanying quarterly consolidated financial : None statements by a certified public accountant or an auditing firm
-
Explanation of the proper use of financial forecasts and other special notes
(Note regarding forward-looking statements)
Forecasts of future performance in these materials are based on assumptions judged to be valid and information available to the Company's management at the time the materials were prepared. Actual results may differ significantly from these forecasts for a number of reasons. For assumptions used as the basis for the earnings forecasts and notes on the use of the earnings forecasts, see page 3 [1. Please refer to "(3) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Statements" of the Quarterly Consolidated Financial Results for the Period under Review.
(Method of Obtaining Supplementary Briefing Materials on Quarterly Financial Results)
Supplementary materials for quarterly financial results will be posted on our website on May 15, 2026.
3
| ○ Appendix Contents |
|---|
1. Qualitative Information on Quarterly Financial Results...........................................................2 |
(1) Explanation of Operating Results...........................................................................2 |
(2) Explanation of Financial Position...........................................................................2 |
(3) Explanation of Consolidated Earnings Forecasts and Other Forward-looking Statements...............................3 |
2. Condensed Quarterly Consolidated Financial Statements and Major Notes...........................................4 |
(1) Condensed Quarterly Consolidated Statements of Financial Position...............................................4 |
| (2) Condensed Quarterly Consolidated Statements of Income and Condensed Quarterly Consolidated Statements of Comprehensive |
Income...................................................................................................6 |
Condensed Quarterly Consolidated Statements of Income........................................................6 |
First quarter consolidated cumulative accounting period........................................................6 |
Condensed Quarterly Consolidated Statements of Comprehensive Income...........................................7 |
First quarter consolidated cumulative accounting period........................................................7 |
(3) Condensed Quarterly Consolidated Statements of Changes in Equity...............................................8 |
(4) Notes to Condensed Quarterly Consolidated Financial Statements................................................10 |
(Notes on Going Concern Assumption)......................................................................10 |
(Changes in accounting policies)...........................................................................10 |
(Changes in accounting estimates)..........................................................................10 |
(Notes on Significant Changes in the Amount of Equity)........................................................10 |
(Notes to Condensed Quarterly Consolidated Statements of Cash Flows)............................................10 |
(Segment Information)...................................................................................10 |
(Significant subsequent events)............................................................................11 |
1
1. Qualitative Information on Quarterly Financial Results
(1) Explanation of Operating Results
Forward-looking statements in the text are based on the judgment of our group as of the end of this quarter.
Financial Position and Operating Results
1) Operating Results
During the first quarter of the fiscal year under review, the Japanese economy continued to show a moderate recovery, supported by improvements in employment and income conditions. However, energy prices remained elevated due to developments in the Middle East, and inflationary pressures persisted, leaving the outlook uncertain.
In the digital transformation (DX) market and the digital-related IT and business consulting markets in which our group operates, the shift toward online consumer activity has accelerated rapidly since the COVID-19 pandemic. As a result, consumer touchpoints with media have become increasingly diversified, prompting many companies to actively advance their digital initiatives in order to adapt.Furthermore, the remarkable progress of AI technologies in recent years has made it increasingly feasible to dramatically enhance corporate productivity through automation and more sophisticated decision-making. DX initiatives that incorporate these technologies are gaining attention not only as a means of improving operational efficiency, but also as a driver of new value creation and competitive advantage.
Under these business conditions, our group provides services across two primary domains with the aim of supporting corporate digital transformation. First, in the Marketing domain, we help companies maximize their marketing outcomes by enabling them to respond effectively to the growing number of digital touchpoints. Second, in the AI & Technology domain, we support corporate DX and advanced digitalization through AI utilization, system development, and related technological solutions.In addition, our group — — actively pursues M&A to expand our service capabilities and enhance profitability by generating synergies such as cross-selling leveraging the strengths and customer bases of each group company.
During the first quarter of the consolidated fiscal period, the Group executed several transactions. On January 22, 2026, our consolidated subsidiary JITT Inc. acquired the reskilling business, sales support business, and related operations from HIKIYOSE Inc. On February 2, 2026, another consolidated subsidiary, Real us Inc., acquired shares of En place Inc., making it a second-tier subsidiary. Furthermore, on February 24, 2026, the Company acquired a portion of the shares of AI ONE Inc. (and consequently its subsidiary ONE Inc. became a second-tier subsidiary), thereby making it a consolidated subsidiary.
As a result, during the first quarter of the consolidated fiscal period, the Group recorded strong performance driven by steady orders for technology, SaaS, and various professional services, as well as contributions from group companies that became consolidated subsidiaries through M&A in the previous fiscal year. Sales revenue amounted to ¥3,904,251 thousand (up 61.6% year on year), operating profit was ¥785,725 thousand (up 38.6% year on year), profit before tax was ¥742,254 thousand (up 38.9% year on year), and profit attributable to owners of parent was ¥460,724 thousand (up 43.7% year on year).
(2) Explanation of Financial Position
Assets, Liabilities and Equity
(Assets)
Total assets at the end of the first quarter of the consolidated fiscal period amounted to ¥31,662,072 thousand, an increase of ¥5,232,642 thousand from the end of the previous fiscal year. The primary factors behind this increase were a rise of ¥634,346 thousand in trade and other receivables, and an increase of ¥3,916,896 thousand in goodwill associated with newly executed M&A transactions.
(Liabilities)
Total liabilities at the end of the first quarter of the consolidated fiscal period amounted to ¥23,947,187 thousand, an increase of ¥4,235,628 thousand from the end of the previous fiscal year. The main factors behind this increase were a rise of ¥1,447,598 thousand in bonds and borrowings under non-current liabilities, and a ¥2,127,259 thousand increase in the fair value of contingent consideration and other items included in other financial liabilities under non‑current liabilities, associated with newly executed M&A transactions.
2
(Equity)
Total equity at the end of the first quarter of the consolidated fiscal period amounted to ¥7,714,884 thousand, an increase of ¥997,014 thousand from the end of the previous fiscal year. The main factors behind this increase were a ¥460,724 thousand rise in ‑ retained earnings due to the recording of profit attributable to owners of parent, and a ¥524,349 thousand increase in non controlling interests resulting from new M&A transactions through partial share acquisitions.
(3) Explanation of Consolidated Earnings Forecasts and Other Forward-looking Statements
At this time, there are no changes to the full-year earnings forecast for the fiscal year ending December 31, 2026, which was announced on February 13, 2026. The forecast is based on information available as of the date of the announcement, and actual results may differ from the projections due to various factors going forward.
In addition, on January 22, 2026, our consolidated subsidiary JITT Inc. acquired the reskilling business, sales support business, and related operations from HIKIYOSE Inc. On February 2, 2026, our consolidated subsidiary Real us Inc. acquired all shares of En place Inc., making it a second-tier subsidiary. Furthermore, on February 24, 2026, the Company acquired a portion of the shares of AI ONE Inc. (and consequently its subsidiary ONE Inc. became a second-tier subsidiary), and on May 8, 2026, the Company acquired a portion of the shares of Roombox Inc., with each company newly becoming a consolidated subsidiary. As the impact of these transactions is currently under review, it has not been reflected in the above earnings forecast. We will promptly disclose any matters that require announcement as they arise.
3
2. Condensed Quarterly Consolidated Financial Statements and Major Notes
(1) Condensed Quarterly Consolidated Statements of Financial Position
(Thousands of yen)
| As of December 31, 2025 | As of March 31, 2026 | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | 8,086,077 | 8,352,790 |
| Trade and other receivables | 2,152,543 | 2,786,889 |
| Other financial assets | 147,130 | 422,216 |
| Other current assets | 1,090,651 | 1,311,732 |
| Total current assets | 11,476,403 | 12,873,628 |
| Non-current assets | ||
| Property, plant and equipment | 459,380 | 421,222 |
| Goodwill | 11,954,853 | 15,871,749 |
| Intangible assets | 392,392 | 385,882 |
| Other financial assets | 873,598 | 981,237 |
| Deferred tax assets | 1,263,821 | 1,118,845 |
| Other non-current assets | 8,979 | 9,506 |
| Total non-current assets | 14,953,025 | 18,788,443 |
| Total assets | 26,429,429 | 31,662,072 |
4
(Thousands of yen)
As of December 31, 2025 As of March 31, 2026
| Liabilities and equity | ||
|---|---|---|
| Liabilities | ||
| Current liabilities | ||
| Trade and other payables | 757,157 | 1,026,380 |
| Contract liabilities | 595,711 | 560,380 |
| Short-term borrowings | 266,676 | 203,340 |
| Bonds and borrowings | 3,369,730 | 2,775,346 |
| Lease liabilities | 107,042 | 133,420 |
| Income taxes payable | 334,278 | 312,610 |
| Other financial liabilities | 646,696 | 1,010,840 |
| Other current liabilities | 1,723,999 | 2,504,659 |
| Total current liabilities | 7,801,293 | 8,526,978 |
| Non-current liabilities | ||
| Bonds and borrowings | 9,025,182 | 10,472,781 |
| Lease liabilities | 272,378 | 206,268 |
| Deferred tax liabilities | 14,901 | 16,095 |
| Other financial liabilities | 2,576,704 | 4,703,963 |
| Provision | 21,099 | 21,099 |
| Total non-current liabilities | 11,910,266 | 15,420,209 |
| Total liabilities | 19,711,559 | 23,947,187 |
| Equity | ||
| Common stock | 57,521 | 63,491 |
| Capital surplus | 5,244,591 | 5,250,561 |
| Retained earnings | 2,574,825 | 3,035,550 |
| Treasury stock | (356,417) | (356,417) |
| Total equity attributable to owners of the parent | 7,520,521 | 7,993,186 |
| Non-controlling interests | (802,650) | (278,301) |
| Total equity | 6,717,870 | 7,714,884 |
| Total liabilities and equity | 26,429,429 | 31,662,072 |
5
(2) Condensed Quarterly Consolidated Statements of Income and Condensed Quarterly Consolidated Statements of Comprehensive Income
Condensed Quarterly Consolidated Statements of Income
First quarter consolidated cumulative accounting period
| (Thousands ofyen) | ||
|---|---|---|
| For the three months ended March 31, 2025 |
For the three months ended March 31, 2026 |
|
| Revenue | 2,416,545 | 3,904,251 |
| Cost of sales | 808,100 | 1,550,553 |
| Gross profit on sales | 1,608,445 | 2,353,697 |
| Selling, general and administrative expenses | 1,191,423 | 1,765,576 |
| Other income | 249,553 | 390,625 |
| Other expenses | 99,671 | 193,021 |
| Operating profit | 566,903 | 785,725 |
| Finance income | 2,652 | 28,976 |
| Finance costs | 35,097 | 72,447 |
| Profit before tax | 534,459 | 742,254 |
| Income tax expense | 186,112 | 260,382 |
| Profit | 348,346 | 481,871 |
| Profit attributable to | ||
| Owners of the parent | 320,585 | 460,724 |
| Non-controlling interests | 27,760 | 21,146 |
| Profit | 348,346 | 481,871 |
| Earnings per share | ||
| Basic earnings per share (yen) | 26.03 | 37.74 |
| Diluted earnings per share (yen) | 24.67 | 36.30 |
6
Condensed Quarterly Consolidated Statements of Comprehensive Income
First quarter consolidated cumulative accounting period
(Thousands of yen)
| For the three months ended March 31, 2025 |
For the three months ended March 31, 2026 |
|
|---|---|---|
| Profit | 348,346 | 481,871 |
| Other comprehensive income | － | － |
| Comprehensive income | 348,346 | 481,871 |
| Comprehensive income attributable to | ||
| Owners of the parent | 320,585 | 460,724 |
| Non-controlling interests | 27,760 | 21,146 |
| Comprehensive income | 348,346 | 481,871 |
7
(3) Condensed Quarterly Consolidated Statements of Changes in Equity
For the three months ended March 31, 2025 (From January 1, 2025 to March 31, 2025)
(Thousands of yen)
| Equity attribut |
able to owners |
of the parent |
|||
|---|---|---|---|---|---|
| Common stock |
Capital surplus |
Retained earnings |
Treasury stock |
Total | |
| January 1, 2025 | 27,910 | 5,485,614 | 1,152,674 | (485) | 6,665,714 |
| Profit | － | － | 320,585 | － | 320,585 |
| Other comprehensive income | － | － | － | － | － |
| Comprehensive income | － | － | 320,585 | － | 320,585 |
| Purchase of treasury stock | － | － | － | (69,476) | (69,476) |
| Exercise of stock acquisition rights | 21,969 | 21,969 | － | － | 43,939 |
| Put options granted to non-controlling interests | － | 378,249 | － | － | 378,249 |
| Changes in interests in consolidated subsidiaries | － | (723,608) | － | － | (723,608) |
| Changes due to business combinations | － | － | － | － | － |
| Total transactions with owners | 21,969 | (323,389) | － | (69,476) | (370,896) |
| March 31, 2025 | 49,879 | 5,162,225 | 1,473,260 | (69,961) | 6,615,403 |
| Non- controlling interests |
Total equity |
|
|---|---|---|
| January 1, 2025 | (623,746) | 6,041,967 |
| Profit | 27,760 | 348,346 |
| Other comprehensive income | － | － |
| Comprehensive income | 27,760 | 348,346 |
| Purchase of treasury stock | － | (69,476) |
| Exercise of stock acquisition rights | － | 43,939 |
| Put options granted to non-controlling interests | (85,253) | 292,995 |
| Changes in interests in consolidated subsidiaries | 168,976 | (554,631) |
| Changes due to business combinations | (161,219) | (161,219) |
| Total transactions with owners | (77,496) | (448,392) |
| March 31, 2025 | (673,481) | 5,941,922 |
8
For the three months ended March 31, 2026 (From January 1, 2026 to March 31, 2026)
(Thousands of yen)
| Equity attribut |
able to owners |
of the parent |
|||
|---|---|---|---|---|---|
| ommon stock |
apa surplus |
eane earnings |
reasury stock |
Total | |
| January 1, 2026 | 57,521 | 5,244,591 | 2,574,825 | (356,417) | 7,520,521 |
| Profit | － | － | 460,724 | － | 460,724 |
| Other comprehensive income | － | － | － | － | － |
| Comprehensive income | － | － | 460,724 | － | 460,724 |
| Exercise of stock acquisition rights | 5,970 | 5,970 | － | － | 11,940 |
| Changes due to business combinations | － | － | － | － | － |
| Total transactions with owners | 5,970 | 5,970 | － | － | 11,940 |
| March 31, 2026 | 63,491 | 5,250,561 | 3,035,550 | (356,417) | 7,993,186 |
| Non- controlling interests |
Total equity |
|
|---|---|---|
| January 1, 2026 | (802,650) | 6,717,870 |
| Profit | 21,146 | 481,871 |
| Other comprehensive income | － | － |
| Comprehensive income | 21,146 | 481,871 |
| Exercise of stock acquisition rights | － | 11,940 |
| Changes due to business combinations | 503,202 | 503,202 |
| Total transactions with owners | 503,202 | 515,142 |
| March 31, 2026 | (278,301) | 7,714,884 |
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(4) Notes to Condensed Quarterly Consolidated Financial Statements
(Notes on Going Concern Assumption)
Not applicable.
(Changes in accounting policies)
Not applicable.
(Changes in accounting estimates)
Not applicable.
(Notes on Significant Changes in the Amount of Equity)
Not applicable.
(Notes to Condensed Quarterly Consolidated Statements of Cash Flows)
Condensed quarterly consolidated statements of cash flows for the first quarter of the current fiscal year have not been prepared. Depreciation and amortization related to the first quarter of the consolidated fiscal year under review are as follows:
| (Thousands of yen) | ||
|---|---|---|
| For the three months ended March 31, 2025 |
For the three months ended March 31, 2026 |
|
| Depreciation and amortization | 43,050 | 54,371 |
(Note) During the first quarter of the consolidated fiscal period, the Company finalized the provisional accounting treatment related to
business combinations. Accordingly, depreciation and amortization for the first quarter of the previous fiscal year reflect the amounts after incorporating the amortization of intangible assets recognized as a result of significant revisions to the initial allocation of acquisition cost arising from the finalization of the provisional accounting treatment.
(Segment Information)
Since our group is a single segment of the DX business, the description is omitted.
10
(Significant subsequent events)
(Business Combination achieved through Acquisition)
At the Board of Directors meeting held on April 27, 2026, the Company resolved to acquire a portion of the shares of Roombox Inc. and make it a consolidated subsidiary. The share acquisition was completed on May 8, 2026, after which Roombox Inc. has since been included as one of our consolidated subsidiaries.
-
(1) Overview of Business Combination through Share Acquisition
-
1) Name of the acquired company and details of business acquired Name of counterparty: Roombox Inc.
Description of Business: Marketing support services specializing in the real estate industry and social media (SNS) Business scale Capital: 2,000 thousand yen
- 2) Name of the counterparty for the share acquisition Tadashi Tsurumaki
In addition, information regarding one other individual is not disclosed at the request of the counterparty.
- 3) Main reasons for the business combination
Our Group operates in the marketing and AI/technology domains, which continue to expand, and aims to cover an increasing number of digital touchpoints. We support companies in maximizing their marketing outcomes, while also providing high-quality services that facilitate digital transformation (DX) and advanced digitalization. Through these efforts, we strive to achieve sustained and significant revenue growth with high profitability, ultimately maximizing customer value. Roombox Inc. leverages the know-how and track record cultivated through its proprietary media “Naiken Joshi” to operate marketing support and social media advisory services specialized for the real estate industry. Its strengths lie in providing a comprehensive, end-to-end menu of services—including strategic planning support, web-based customer acquisition support, and web sales support—that goes beyond partial optimization, generating stable recurring revenue from comprehensive real estate companies and real estate developers. Combined with a performance-based pricing model, Roombox Inc. has achieved high profit margins.
Through this share acquisition, we aim to deploy the Group’s AI advertising and content distribution know-how to Roombox Inc. in order to develop an “AI Marketing Model for the Real Estate Industry,” and to deploy our AI advertising and LTV consulting know-how to Roombox Inc. in order to establish an LTV-driven real estate marketing model. In addition, by providing the Group’s production resources, we will support the expansion of Roombox’s business operations.
After considering all of these factors, we resolved to acquire the shares, as we believe the transaction will contribute to further improving the profitability and strengthening the competitiveness of our Group.
- 4) Schedule of the business combination
Board resolution date: April 27, 2026
Contract execution date: April 27, 2026
Share transfer completion date: May 8, 2026
- 5) Legal form of business combination
Acquisition of shares for cash consideration
- 6) Name of the company after the combination
There is no change.
-
7) Percentage of voting rights acquired
-
85.0%
-
8) Main rationale for determining the company to acquire
We acquire shares in exchange for cash.
- (2) Acquisition cost of the acquired company and breakdown by type of consideration
| Consideration for acquisition Cash | 432 million yen |
|---|---|
| Acquisition cost | 432 million yen |
The parties have agreed on certain covenants to be observed before and after the share transfer, as well as on adjustments
to the transfer consideration based on the future performance of Roombox Inc. Depending on the business performance and
11
other conditions of the company, additional consideration may be paid or the acquisition price may be adjusted downward.
Should such an event occur, the Company will promptly disclose the details as soon as they are confirmed.
- (3) Details and amount of major acquisition-related expenses
Advisory fees, etc. (approximate) 6,000 thousand yen
- (4) Amount of goodwill arising, cause, amortization method, and amortization period
It has not been determined at this time.
- (5) Amounts of assets acquired and liabilities assumed on the date of the business combination and their main breakdown It has not been determined at this time.
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