April 7, 2026
Company name: V-cube, Inc. President & CEO: Jun Mizutani
Tokyo Stock Exchange, Prime Market (stock code: 3681)
Contact: Managing Director & CFO, Kazuki Yamamoto (TEL. +81-03-6625-5011)
Notice Concerning Establishment of Record Date for Calling an Extraordinary General Meeting of Shareholders
cube, Inc. (the "Company") hereby announces that it has resolved , by a written resolution in lieu of a resolution of the Board of Directors today, to set a record date for the convocation of an extraordinary general meeting of shareholders (the "Extraordinary General Meeting of Shareholders") in preparation for the possibility of holding said meeting by June 2026, as described below
Overview of the Record Date for the Extraordinary General Meeting
In preparation for the Extraordinary General Meeting, the Company has established April 23, 2026 (Thursday) (the "Record Date") as the date to determine the shareholders entitled to exercise voting rights. Shareholders recorded in the final shareholder register on this date shall be entitled to exercise their voting rights at the Extraordinary General Meeting.
Record date : April 23, 2026 (Thursday)
Date of public notice : April 8, 2026 (Wednesday)
Method of public notice : Electronic public notice (to be posted on the Company's website)
URL: https://jp.vcube.com/
Scheduled Date and Proposed Agenda for the Extraordinary General Meeting
As previously announced on March 31, 2026, in the "Notice Concerning Recording of Non-operating Expenses and Extraordinary Losses, Increase in Valuation Difference on Available-for-Sale Securities, and Difference Between Financial Results Forecasts and Actual Results," the "Summary of Consolidated Financial Results for the Fiscal Year Ended December 31, 2025 [Japan GAAP]," and the "Notice Concerning Expected Designation as Company's shares Under Supervision (Confirmation) Due to Falling Under Delisting Criteria and Conclusion of Sponsor Basic Agreement," the Company's liabilities have exceeded its assets for two consecutive fiscal years, ending December 2024 and December 2025. Consequently, the Company's shares are at risk of falling under delisting criteria. Furthermore, as stated in the "Notice Concerning Delay in Filing of Annual Securities Report for the Fiscal Year Ended December 31, 2025 and Expected Designation of the Company's shares Under Supervision (Confirmation)" dated March 31, 2026, the Company was unable to file its Annual Securities Report for the fiscal year ended December 31, 2025, by the legal deadline, and as a result, the Company's shares were designated as Securities Under Supervision
(Confirmation) as of March 31, 2026.
Under these circumstances, and with the objective of minimizing the impact on its shareholders, the Company entered into a Basic Sponsor Agreement with Japan Innovation Investment Company ("J-INC") on March 31, 2026. Following the final confirmation of a market check, the Company plans to propose a transaction (the "Transaction") at the Extraordinary General Meeting of Shareholders scheduled for June 2026. Subject to the satisfaction of all conditions precedent in the Basic Sponsor Agreement and the conclusion of a legally binding final agreement with J-INC, the Transaction will involve a third-party allotment of class shares with voting rights to a special purpose company ("SPC") established by J-INC. These class shares will be distinct from common shares and will not include put options or call provisions for common shares as consideration. Subsequently, the Company intends to perform a consolidation of shares to become a wholly owned subsidiary of the SPC, aiming to drastically improve its net asset position, reduce existing debt, and achieve fundamental corporate reconstruction.
Because the execution of the third-party allotment and consolidation of shares requires approval at a general meeting of shareholders, the Company has decided to set the Record Date in advance. Details regarding the specific agenda, date, time, and venue of the Extraordinary General Meeting of Shareholders will be announced once they are determined at a future meeting of the Board of Directors. If the Transaction is approved at the meeting and subsequently executed, the Company's shares are expected to be delisted on June 26, 2026, following their designation as Securities to be Delisted.