Notice Regarding the Absorption-Type Merger of DeCurret DCP, Inc.

DeCurret Holdings, Inc. announced the absorption-type merger of its wholly-owned subsidiary, DeCurret DCP, Inc., effective July 1, 2026, to enhance management efficiency and governance.
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  • 📰 Published: April 2, 2026 at 19:00

DeCurret Holdings, Inc. (Head Office: Chiyoda-ku, Tokyo; Representative Director and President: Satoshi Murabayashi; hereinafter: "the Company") hereby announces that it has resolved to conduct an absorption-type merger (hereinafter, "the Merger") with its wholly-owned subsidiary, DeCurret DCP, Inc. (Head Office: Chiyoda-ku, Tokyo; Representative Director, President, Executive Officer, CEO & COO: Yoshio Hirako; hereinafter: "DeCurret DCP"), with an effective date of July 1, 2026 (scheduled).

As a result of the Merger, DeCurret DCP will be dissolved, and the Company, as the surviving company, will succeed to all of DeCurret DCP's businesses, assets, and liabilities.

There will be no changes to the Company's location, representative's title/name, capital, or fiscal year-end as a result of this Merger.

1. Purpose of the Merger
The Company transitioned to a holding company structure in December 2021, and its wholly-owned subsidiary, DeCurret DCP, has been exclusively managing the digital currency business since February 2022. During this period, we have promoted management with the aim of solving various social issues through the construction of the digital currency DCJPY and the platform supporting its operation.
However, with the accelerating changes in the social and market environment surrounding digital currencies such as tokenized deposits and stablecoins both domestically and internationally, we have concluded that it is necessary to improve management efficiency and accelerate management speed.
Under the new structure, we will also work to strengthen governance.

2. Outline of the Merger
(1) Merger Schedule
March 24, 2026 (Tuesday): Date of Board of Directors' resolution

March 31, 2026 (Tuesday): Date of signing the absorption-type merger agreement

July 1, 2026 (Wednesday): Effective date of the absorption-type merger (scheduled)
(Note) This Merger is a simplified merger as stipulated in the main text of Article 796, Paragraph 2 of the Companies Act for the Company, and a short-form merger as stipulated in the main text of Article 784, Paragraph 1 of the Companies Act for DeCurret DCP. Therefore, no general meeting of shareholders will be held for the approval of the merger agreement for either company.

(2) Method of the Merger
This is an absorption-type merger where the Company will be the surviving company and DeCurret DCP will be the dissolved company.

(3) Details of Allotment in connection with the Merger

Since DeCurret DCP is a wholly-owned subsidiary of the Company, there will be no allotment of shares or other monetary consideration in connection with this Merger.

(4) Treatment of Share Options and Bonds with Share Options in connection with the Merger

There are no applicable matters.

3. Overview of the Parties to the Merger (as of April 1, 2026)
(1) Surviving Company

Company Name

DeCurret Holdings, Inc.

Establishment

December 27, 2021

Location

2-10-2 Fujimi, Chiyoda-ku, Tokyo

Representative

Satoshi Murabayashi, Representative Director and President

Business Activities

Management planning and administration for digital currency business subsidiaries

(2) Dissolved Company

Company Name

DeCurret DCP, Inc.

Establishment

February 27, 2020

Location

2-10-2 Fujimi, Chiyoda-ku, Tokyo

Representative

Yoshio Hirako, Representative Director, President, Executive Officer, CEO & COO

Business Activities

Digital currency business / Electronic payment service provider Kanto Local Finance Bureau Director (Den-Dai) No. 92

4. Status after the Merger

Upon this Merger, the Company will succeed to the business of the dissolved company. There will be no changes to the Company's location, representative's title, capital, or fiscal year-end.

FAQ

What is the purpose of this merger?

The purpose is to strengthen the promotion system for the digital currency business by improving management efficiency, accelerating business speed, and enhancing governance.

What will happen to DeCurret DCP after the merger?

DeCurret DCP will cease to exist as a dissolving company, and all of its business, assets, and liabilities will be succeeded by DeCurret Holdings, the surviving company.

When is the effective date of the merger?

The effective date of the merger is scheduled for July 1, 2026.