Announcement Regarding the Establishment of a New Company by a Consolidated Subsidiary and the Acquisition of Shares of STEP Co., Ltd. (Resulting in STEP Becoming a Consolidated Subsidiary)
Announcement Regarding the Establishment of a New Company by a Consolidated Subsidiary and the Acquisition of Shares of STEP Co., Ltd. (Resulting in STEP Becoming a Consolidated Subsidiary)
SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo; Masaru Tange, CEO and Representative Director) announced today that its consolidated subsidiary, SHIFT Growth Capital Inc. (“SGC,” headquartered in Minato-ku, Tokyo, Japan; Hidetaka Kojima, Representative Director) has resolved that SGC 1 Investment Limited Partnership (the “Fund”), which is managed by SGC, will establish SHIFT STEP Holdings Inc. (the “New Company”) and, through the New Company, acquire all issued and outstanding shares of STEP Co., Ltd. (“STEP,” headquartered in Sendai, Miyagi Prefecture; Shigeru Suzuki, Representative Director) (the “Share Acquisition”), thereby making STEP a consolidated subsidiary of SHIFT.
Subject to the completion (closing) of the Share Acquisition, the New Company is scheduled to conduct a capital increase. As a result of this capital increase, the capital of the New Company is expected to amount to 10% or more of SHIFT’s capital; therefore, the New Company is expected to fall under the category of a specified subsidiary of SHIFT.
1. Reason for the Establishment of the New Company and the Share Acquisition
Since launching its software testing business in 2009, SHIFT has developed its operations with a core focus on software quality assurance, serving a wide range of industries from enterprise to entertainment. In addition, SHIFT provides various AI-driven services, such as AI-based modernization support. As of February 28, 2026, the SHIFT Group comprises 41 group companies and continues to expand its business by offering end-to-end system development and related services.
STEP has a strong track record in the development of large-scale systems in social infrastructure fields that require an exceptionally high level of reliability, including aviation, defense, healthcare, finance, and telecommunications. With its operations centered in Sendai, Tokyo, and Osaka, STEP has generated stable revenues and profits through the provision of advanced technologies across a wide variety of industries.
Through the Share Acquisition, SHIFT intends to utilize STEP’s strong technological capabilities and customer base as key resources of the SHIFT Group, further stabilizing and enhancing its development structure. Furthermore, by incorporating STEP’s experienced management team and engineers in the Tohoku region, together with its strong capabilities in talent recruitment and development and in establishing project execution structures for development projects across various regions, SHIFT aims to further enhance the overall development capabilities of the SHIFT Group.
In this transaction, in order to enhance corporate value through close collaboration with the businesses of the SHIFT Group, while enabling agile decision-making and ensuring the smooth execution of the Share Acquisition, SHIFT will establish a new company through which it will acquire all shares of STEP.
By welcoming STEP into the SHIFT Group, the Group will further accelerate its growth while enhancing the value of its services. The SHIFT Group will continue to strive to realize the creation of “services that drive sales” for its customers.