BeMap, Inc.

The company has recorded operating losses and ordinary losses for five consecutive fiscal periods from FY2022 (ending March 2022) through FY2026 (ending March 2026), giving rise to material doubt about its ability to continue as a going concern. Furthermore, on March 31, 2026, the Tokyo Stock Exchange notified the company of designation as a stock under supervision and delisting effective October 1, 2026. As countermeasures, the company implemented third-party allotments of new shares (¥92,412 thousand in April 2025 and ¥49,961 thousand in March 2026), but these measures remain in progress and material uncertainty continues to exist.

Due to the accumulation of past losses, the negative retained earnings balance has reached nearly ¥800 million, and the company continues to lack a distributable amount under Article 461, Paragraph 2 of the Companies Act. Dividend payments are impossible under these conditions, and there is no clear outlook for shareholder returns. The company aims to resolve this through improved profitability and strengthened cost control and project management, but no specific timeline for resolution has been indicated.

In the current consolidated fiscal year, the top customer accounted for 17.4% of net sales (20.8% in the previous period), indicating high dependence. Business performance could be significantly affected by saturation of this customer's needs, economic fluctuations, or changes in ordering policy. There is also a tendency for delivery deadlines of large-scale projects to concentrate at fiscal year-end, meaning that order trends could materially affect the achievement of business forecasts. The company is seeking to diversify through proposal-based sales of various services and expansion into other industries, but sufficient results have not yet been achieved.

The mobile and telecommunications field experiences extremely rapid technological innovation, requiring responses to smartphone/tablet OS compatibility and new technologies such as IoT and local 5G. If the company falls behind the wave of technological change, it is expected to face difficulty in winning new projects. While the company maintains a policy of continuously pursuing service development with an eye toward next-generation technologies, competitors continue to enter the market one after another, and the risk of delayed response persists.

There are an extremely large number of providers of information and technology for mobile devices, with new entrants continuing to emerge, resulting in an intensely competitive environment. While the company believes it has built entry barriers through wireless LAN, route search, and O2O2O & MMS Service offerings, the possibility that multiple companies will enter directly competing businesses cannot be ruled out. If competition intensifies, it could significantly affect business performance through price competition or declining orders.

The company's products and services rely not only on internally developed technology but also on patents, software, and trademarks licensed from other companies. Should third-party rights be infringed or licensing from other companies be discontinued, this could result in significant royalty payments or damages claims. Conversely, if the company's own technology and know-how do not receive adequate intellectual property protection, there is a risk that it may be unable to effectively prevent third parties from manufacturing or selling similar products or services. Should other companies develop superior technology, the value of the company's own intellectual property could also decline.

The situation in Ukraine and the global semiconductor supply shortage have created uncertainty in the manufacturing, distribution, and transportation processes for raw materials including telecommunications equipment, raising the possibility of delivery delays to customers involving hardware sales. Advance procurement to secure supply has led to increasing and prolonged inventory levels, and there is a risk that inventory could become obsolete if sales do not proceed as planned.

Securing talented personnel in proposal development, technology, project management, and quality control is essential for strengthening proposal-based sales capabilities and generating stable profits. Failure in recruitment initiatives or the departure of talented employees could affect business continuity. While the company is working to strengthen recruitment and improve employee capabilities, securing personnel amid continued losses may prove difficult.

Should a large-scale natural disaster or accident cause significant damage to facilities or employees, business continuity could become difficult. Damage to information networks or data centers, reductions in orders from key customers, and postponement of IT investment due to infectious diseases such as COVID-19 could also affect business performance. Although the company has formulated a business continuity plan, unforeseen events may make an adequate response difficult.

The Group's earnings depend on specific technologies and services such as wireless LAN, route search, TV metadata distribution, and O2O2O & MMS Service, and changes in the market environment or demand saturation for these directly affect business performance. Although investment trends in the retail industry, the primary customer base for the O2O2O & MMS Service, are gradually recovering, sufficient results have not yet been achieved in establishing this as a stable revenue source with limited seasonal fluctuation.