Announcement of Acquisition of Treasury Shares: ToSTNet-3

Akatsuki Inc. has authorized the acquisition of up to 2,600,000 shares of its common stock, representing 18.0% of its total issued shares, through the Tokyo Stock Exchange’s Off-Auction Own Share Repurchase Trading System (ToSTNet-3). This strategic move, scheduled for execution on May 14, 2026, at a fixed price of 2,712 yen per share, aims to enhance capital efficiency and facilitate agile capital management in response to evolving business conditions. The total acquisition cost is capped at approximately 7.05 billion yen, which the company intends to finance through external borrowings.

The primary driver for this repurchase is the planned acquisition of SUNNY SIDE UP GROUP Inc. Akatsuki Inc. intends to utilize a portion of the acquired treasury shares as consideration for a future share exchange, following the completion of a tender offer and subsequent squeeze-out procedures. Major shareholders, specifically Sony Group Corporation and Koei Tecmo Holdings Co., Ltd., have already signaled their intent to participate in the repurchase, providing a clear path for the execution of the transaction.

Despite the significant capital outlay, the company maintains that its financial position will remain robust, with expectations that its equity ratio will stay high following the transaction. The scope of this initiative is limited to the Japanese market and the company’s specific equity structure as of March 31, 2026. The final results of the acquisition will be disclosed immediately following the conclusion of the morning trading session on the designated date, with the caveat that market conditions may influence the final volume of shares purchased.