Notice Regarding Acquisition of Shares in Rise Consulting Group, Inc.
(Conversion into an Equity-method Affiliate)
and the Conclusion of Business and Capital Alliance Agreement

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) hereby announces that it has resolved today to acquire shares (representing 33.00% of voting rights, hereinafter “the Acquisition”) of Rise Consulting Group, Inc. (“Rise,” headquartered in Minato-ku, Tokyo, Japan; Toshiki Kitamura, Representative Director and CEO, Ticker Number: 9168), which provides consulting services related to NewTech, new businesses, overseas expansion, business innovation, and IT. In conjunction with the Acquisition, SHIFT will enter into a Business and Capital Alliance Agreement with Rise (hereinafter “the Alliance”).

1. Purposes and Reasons for the Acquisition and the Alliance
Since launching its software testing business in 2009, SHIFT has provided software quality assurance services across a wide range of industries, from enterprise to entertainment. In pursuit of sustainable growth, we have recently formulated our long-term vision, “SHIFT3000,” which targets ¥300 billion (3,000 oku yen in Japanese) in net sales. We are also taking focused measures to improve customer unit price by strengthening high-level sales activities that directly appeal to corporate management. Specific initiatives include the establishment of a new chairman position, and the appointment of advisors with deep knowledge and broad networks in each sector.

Rise, with which SHIFT is entering into the Alliance, is a comprehensive consulting firm in strategy, IT and business restructuring. Rise has strengths in resolving fundamental issues by staying close to the frontline. While leveraging these strengths, recruitment of talented personnel is trending favorably even in the consulting market where recruitment competition is intensifying, building a client base with a wide range of major Japanese companies regardless of the industry. Due to this steady growth in its business base, Rise has achieved revenue growth of approximately 25% since its listing on the Tokyo Stock Exchange Growth Market in 2023. In the most recent fiscal year, Rise recorded revenue of ¥6,155 million, gross profit of ¥3,552 million (gross profit margin of 57.7%), and operating profit of ¥1,805 million (operating profit margin of 29.3%).

Rise enables us to broaden the range of projects we can acquire by connecting strategic consulting engagements to the development, testing, maintenance and operations capabilities of SHIFT. Partnering with Rise will also help us further expand our top-level sales, which is our current focus. In addition, Rise and SHIFT’s client base share a strong awareness of issues related to DX promotion. In addition to expanding opportunities to deliver a wide range of value through the Alliance, we also aim to expand the client base and project scale of both companies.

Demand for upstream projects has increased as we have taken on a variety of projects from clients across a wide range of industries. To meet this demand and to broaden our market reach, we have actively promoted the hiring of highly skilled engineers capable of handling upstream processes. However, demand has remained high, and we have been unable to fully meet customer expectations.
Collaboration with Rise, which has strengths in upstream processes, enables the SHIFT Group to respond quickly to the aforementioned customer demand. We also expect that further expansion into upstream projects will accelerate the development of our junior consultants by providing them with more opportunities to enhance their skills and acquire practical experience through real-world engagements.
Furthermore, through this Alliance, we anticipate an enhancement of SHIFT’s presence and brand value in the consulting domain, which is also expected to contribute to an increase in project unit prices. In addition, by reinforcing an integrated structure that covers all phases, from upstream processes to downstream processes such as development and testing, we expect to expand business opportunities in SHIFT.

The three firms, Sunrise Capital III, L.P., Sunrise Capital III (JPY), L.P., and Sunrise Capital III (Non-US), L.P. (hereinafter “Sunrise Capital”) have been shareholders of Rise since before its listing on the Tokyo Stock Exchange Growth Market in 2023. Sunrise Capital has now decided to transfer its shares to SHIFT, which is expected to be a long-term shareholder and a potential partner that can contribute to the further growth of Rise.

In collaboration with Rise, the SHIFT Group will continue its efforts to enhance corporate value, with the goal of supporting our clients in the sales of both software services and products.

2. Overview of the Alliance
(1) Overview of the Business Alliance
SHIFT and Rise will form a business alliance aimed at enhancing client value and expanding their service lineup. The two companies will collaborate on reciprocal client referrals and consultant training, to mutually strengthen and grow their respective business foundations.

(2) Overview of the Capital Alliance
On April 4th, 2025, SHIFT entered into a Share Purchase Agreement to acquire an aggregate of 8,019,700 shares of Rise’s common stock (32.53% of the 24,655,760 outstanding shares as of February 28th, 2025 and 33.00% of the 243,023 outstanding voting rights as of February 28th, 2025) owned by Sunrise Capital, through an over-the-counter transaction. The Acquisition is expected to be completed in early May, 2025.
In addition, SHIFT and Rise have entered into the Alliance contingent upon the successful completion of the Acquisition.
Regarding the Acquisition, the Japan Fair Trade Commission is notified in accordance with the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade. In the event that the waiting period under the said law has expired and the Japan Fair Trade Commission has notified that it will not issue a cease and desist order, SHIFT will implement the Acquisition.

(3) Dispatch of a Director
In the Alliance, SHIFT and Rise have agreed that SHIFT may propose one candidate for appointment as a director of Rise.

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