V-cube, Inc.TSE: 3681

Notice Concerning Partial Correction to “Notice Concerning Recording of Non-operating Expenses and Extraordinary Losses, Increase in Valuation Difference on Available-for-Sale Securities, and Difference between Financial Forecasts and Actual Results”

· Issued by V-cube, Inc.


April 30, 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 Partial Correction to "Notice Concerning Recording of Non-operating Expenses and Extraordinary Losses, Increase in Valuation Difference on Available-for-Sale Securities, and Difference between Financial Forecasts and Actual Results"

  1. cube, Inc. (the "Company") hereby announces that there were items requiring correction 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 Forecasts and Actual Results" disclosed on March 31, 2026. The details of the corrections are as follows.

    1. Reason for Correction Issues

      Following the publication of the "Summary of Consolidated Financial Results for the Fiscal Year Ended December 31, 2025 [Japanese GAAP]" on March 31, 2026, the Company disclosed the

      "(Correction/Numerical Data Correction) Partial Correction to 'Consolidated Financial Results for the Fiscal Year Ended December 31, 2025 [Japanese GAAP]" today, April 30, 2026. Consequently, corrections have become necessary for certain descriptions in the related announcement.

    2. Corrected Areas

      Corrected areas are indicated by underlines.

    3. Details of Correction [Before Correction]

2. Recording of Extraordinary Losses

In December 2025, during preliminary consultations with the accounting auditor for the year-end closing, the Company was advised of the possibility of significant impairment losses regarding assets related to the Company's domestic Event DX business. Furthermore, TEN Holdings, Inc. ("TEN"), for which the Company had been proceeding with exclusion from consolidation, successfully conducted fundraising in December 2025 but did not reach the stage of exclusion from consolidation as of the end of the fiscal year. Consequently, in addition to the erosion of consolidated net assets due to the inclusion of TEN's significantly stagnant business performance, the accounting auditor pointed out the possibility of impairment losses on software held by TEN as of the fiscal year-end.

In 2026, while continuing the year-end closing procedures and full-scale discussions with the accounting auditor, the Company sincerely explained the validity of its business plans while receiving support for business plan formulation from external consultants. TEN also explained its future performance improvement plans to its local auditors and discussed the necessity of recording impairment losses.

However, the accounting auditor's agreement could not be obtained regarding the Company's assertions on the validity of the business plan for the domestic Event DX business or the valuation method for fair value in the software impairment test for the U.S. listed company TEN.

As a result, the Company recorded an impairment loss of 1,282,831 thousand yen for certain distribution studios and software with decreased profitability in the domestic Event DX business. Additionally, at TEN, as a result of estimating future profitability, the full software amount of 627,807 thousand yen was recorded as an impairment loss. Including these and other partial impairments in businesses other than Event DX, the Company recorded a total impairment loss of 1,993,619 thousand yen for the fiscal year ended December 31, 2025.

[After Correction]

2. Recording of Extraordinary Losses

In December 2025, during preliminary consultations with the accounting auditor for the year-end closing, the Company was advised of the possibility of significant impairment losses regarding assets related to the Company's domestic Event DX business. Furthermore, TEN Holdings, Inc. ("TEN"), for which the Company had been proceeding with exclusion from consolidation, successfully conducted fundraising in December 2025 but did not reach the stage of exclusion from consolidation as of the end of the fiscal year. Consequently, in addition to the erosion of consolidated net assets due to the inclusion of TEN's significantly stagnant business performance, the accounting auditor pointed out the possibility of impairment losses on software held by TEN as of the fiscal year-end.

In 2026, while continuing the year-end closing procedures and full-scale discussions with the accounting auditor, the Company sincerely explained the validity of its business plans while receiving support for business plan formulation from external consultants. TEN also explained its future performance improvement plans to its local auditors and discussed the necessity of recording impairment losses.

However, the accounting auditor's agreement could not be obtained regarding the Company's assertions on the validity of the business plan for the domestic Event DX business or the valuation method for fair value in the software impairment test for the U.S. listed company TEN.

As a result, the Company recorded an impairment loss of 1,282,831 thousand yen for certain distribution studios and software with decreased profitability in the domestic Event DX business. Additionally, at TEN, as a result of estimating future profitability, the full software amount of 627,807 thousand yen was recorded as an impairment loss. Including these and other partial impairments in businesses other than Event DX, the Company recorded a total impairment loss of 1,993,619 thousand yen for the fiscal year ended December 31, 2025.

In addition, as announced in the "Notice Concerning Establishment of a Special Investigation

Committee" dated April 24, 2026, the Company recorded an extraordinary loss of 808,434 thousand yen (5.4 million USD) as a loss on unexplained disbursements. This loss is related to payments made by TEN to four companies as remuneration for consulting services regarding capital policy following its listing on NASDAQ in February 2025; however, the Company has been unable to confirm the identity of the payees or the actual status of the services provided.

[Before Correction]

4. Difference Between Forecasts and Actual Results

  1. Difference Between Consolidated Forecasts and Actual Results for the Fiscal Year Ended December 31, 2025 (January 1, 2025 - December 31, 2025)

    (Millions of yen)

    Net Sales

    Adjusted EBITDA

    Operating Profit

    Ordinary Profit

    Previous Forecasts (A)

    10,000

    1,050

    △700

    △900

    Actual Results (B)

    9,859

    156

    △2,059

    △2,402

    Change (B-A)

    △141

    △894

    △1,359

    △1,502

    Percentage change (%)

    △1.4

    △85.1

    -

    -

    (Reference) Actual results for the previous

    fiscal year (ended December 31, 2024)

    10,463

    1,053

    △236

    △320

    Net Income Attributable to Parent Company

    Shareholders

    Net Income per Share

    Previous Forecasts (A)

    100

    3.93 yen

    Actual Results (B)

    △3,173

    △122.64 yen

    Change (B-A)

    △3,273

    Percentage change (%)

    -

    (Reference) Actual results for the previous fiscal year (ended December 31, 2024)

    △1,417

    △55.73 yen

  2. Reasons for the Difference

The previously announced forecasts (as of May 20, 2025) assumed that TEN would be excluded from the scope of consolidation by the end of the first half of the fiscal year ended December 31, 2025. However, due to delays in financial measures at TEN, this exclusion was not realized by that time. Subsequently, the Company worked on various measures for early deconsolidation, expecting that the impact on results would be minor if realized during the second half of the year. Ultimately, as noted in the "Notice Concerning Determination of Policy for Reorganization of U.S. Subsidiary" dated December 30, 2025, the exclusion is now expected in the fiscal year ending December 31, 2026. As disclosed in the notices dated February 10 and February 27, 2026 regarding the postponement of the financial results announcement, the audit process by the independent auditor involved a wide range of considerations and took more time than expected. During the ongoing discussions with the audit firm, the Company refrained from revising the forecasts as the consolidated figures and the outlook for the impact remained uncertain.

Actual results were impacted by the inclusion of TEN's second-half performance, which was not factored into the previous forecasts. This impact accounted for approximately △650 million of the △894 million decrease in Adjusted EBITDA, and approximately △1,100 million of the △1,359 million decrease in operating profit. Regarding ordinary loss, non-operating expenses significantly exceeded non-operating income due to the aforementioned non-operating expenses and fees associated with various financial measures, resulting in an

ordinary loss that exceeded the operating loss. Regarding profit attributable to owners of parent, while the Company recorded a gain on sale of investment securities of 1,121,787 thousand yen to stabilize its financial base, it also recorded the aforementioned impairment loss of 1,993,619 thousand yen, resulting in a loss attributable to owners of parent that exceeded the ordinary loss.

4. Difference Between Forecasts and Actual Results

  1. Difference Between Consolidated Forecasts and Actual Results for the Fiscal Year Ended December 31, 2025 (January 1, 2025 - December 31, 2025)

    (Millions of yen)

    Net Sales

    Adjusted EBITDA

    Operating Profit

    Ordinary Profit

    Previous Forecasts (A)

    10,000

    1,050

    △700

    △900

    Actual Results (B)

    9,859

    297

    △1,683

    △2,026

    Change (B-A)

    △141

    △753

    △983

    △1,126

    Percentage change (%)

    △1.4

    △71.7

    -

    -

    (Reference) Actual results for the previous fiscal year (ended

    December 31, 2024)

    10,463

    1,053

    △236

    △320

    Net Income Attributable to Parent

    Company Shareholders

    Net Income per Share

    Previous Forecasts (A)

    100

    3.93 yen

    Actual Results (B)

    △3,696

    △142.85 yen

    Change (B-A)

    △3,796

    Percentage change (%)

    -

    (Reference) Actual results for the previous

    fiscal year (ended December 31, 2024)

    △1,417

    △55.73 yen

  2. Reasons for the Difference

The previously announced forecasts (as of May 20, 2025) assumed that TEN would be excluded from the scope of consolidation by the end of the first half of the fiscal year ended December 31, 2025. However, due to delays in financial measures at TEN, this exclusion was not realized by that time. Subsequently, the Company worked on various measures for early deconsolidation, expecting that the impact on results would be minor if realized during the second half of the year. Ultimately, as noted in the "Notice Concerning Determination of Policy for Reorganization of U.S. Subsidiary" dated December 30, 2025, the exclusion is now expected in the fiscal year ending December 31, 2026. As disclosed in the notices dated February 10 and February 27, 2026 regarding the postponement of the financial results announcement, the audit process by the independent auditor involved a wide range of considerations and took more time than expected. During the ongoing discussions with the audit firm, the Company refrained from revising the forecasts as the consolidated figures and the outlook for the impact remained uncertain.

Actual results were impacted by the inclusion of TEN's second-half performance, which was not factored into

the previous forecasts. This impact accounted for approximately △470 million of the △753 million decrease in Adjusted EBITDA, and approximately △720 million of the △983 million decrease in operating profit.

Regarding ordinary loss, non-operating expenses significantly exceeded non-operating income due to the

aforementioned non-operating expenses and fees associated with various financial measures, resulting in an ordinary loss that exceeded the operating loss. Regarding profit attributable to owners of parent, while the Company recorded a gain on sale of investment securities of 1,121,787 thousand yen to stabilize its financial base, it also recorded the aforementioned impairment loss of 1,993,619 thousand yen and the loss on unexplained disbursements of 808,434 thousand yen, resulting in a loss attributable to owners of parent that exceeded the ordinary loss.

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