BloomZ adopts dual-class structure, issues 50M Class B shares to Co-CEO

Rhea-AI Filing Summary

BloomZ Inc. held an Extraordinary General Meeting on July 3, 2025, and approved a dual-class share structure by re-designating 50 million unissued shares as Class B shares carrying 30 votes per share while retaining economic parity with Class A shares. The company adopted a Second Amended and Restated Memorandum and Articles of Association to reflect this structure. Those Class B shares were issued on August 27, 2025 to Mr. Ryoshin Nakade, Co-Chairman and Co-CEO, via Transhare. The filing also contains a standard forward-looking statements disclaimer noting risks and uncertainties.

Positive

• Legal clarity achieved through adoption of the Second Amended and Restated Memorandum and Articles of Association to implement the dual-class structure
• Issuance completed—the 50 million Class B shares were issued on August 27, 2025, providing certainty about ownership change

Negative

• Concentration of voting power—Class B shares carry 30 votes each, concentrating control with the Class B holder
• Potential minority shareholder influence reduction because economic parity is maintained while voting power is heavily skewed

Insights

Corporate Governance Expert

TL;DR: Dual-class issuance concentrates voting control with the Co-Chairman/Co-CEO, raising governance and minority shareholder influence concerns.

The creation and issuance of 50 million Class B shares with 30 votes each materially increases insider voting power by design while preserving economic parity. For investors, this alters the control dynamic: decision-making influence shifts toward the holder of those shares, potentially limiting minority shareholder influence over major corporate actions. The formal adoption of amended constitutional documents completes the legal framework needed to effect this control change. The transaction was executed via Transhare on August 27, 2025, and is disclosed clearly in the Form 6-K.

Securities Analyst

TL;DR: Structural capital change is material to governance; economic rights unchanged, but voting dilution for public holders increases.

From a securities perspective, the issuance creates a distinct voting class that can entrench management. Although the filing states economic parity remains, the 30-to-1 voting differential is the key investor impact and could affect takeover dynamics, board elections, and corporate strategy outcomes. The Form 6-K documents the legal adoption and issuance dates without financial metrics, so market valuation effects would depend on investor reaction to the governance shift rather than direct balance-sheet changes disclosed here.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of Sep 2025 Commission File Number: 001-42186 BLOOMZ INC. Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K BloomZ Inc. (the Company) hereby reports that it held an Extraordinary General Meeting of shareholders (the EGM) on July 3, 2025, via electronic means, in accordance with its Articles of Association. At the EGM, the shareholders duly passed the following resolutions: Re-designated 50 million unissued shares as Class B shares, each carrying 30 votes per share while maintaining economic parity with Class A shares. On August 27, 2025, these Class B shares were issued to Mr. Ryoshin Nakade, Co-Chairman and Co-CEO, by Transhare. The Second Amended and Restated Memorandum and Articles of Association, reflecting the dual-class share structure, were duly adopted. This Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. These statements are based on current expectations and assumptions that are subject to change. Actual results may differ materially from those described. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Harrison Global Holdings By: /s/ Ryoshin Nakade Name: Ryoshin Nakade Title: Co-Chairman and Co-CEO Date: Sep 9, 2025

FAQ

What change did BloomZ Inc. (BLMZ) approve at the July 3, 2025 EGM?

Shareholders approved re-designating 50 million unissued shares as Class B shares carrying 30 votes per share and adopted amended constitutional documents to reflect the dual-class structure.

Who received the Class B shares and when were they issued?

The Class B shares were issued to Mr. Ryoshin Nakade, Co-Chairman and Co-CEO, via Transhare on August 27, 2025.

Do Class B shares have different economic rights than Class A shares?

According to the filing, Class B shares maintain economic parity with Class A shares while carrying enhanced voting rights of 30 votes per share.

Was a formal amendment to the company’s charter adopted?

Yes. The Second Amended and Restated Memorandum and Articles of Association were adopted to reflect the new dual-class share structure.

Does the Form 6-K include financial results or tables related to the issuance?

No. The filing contains no financial tables or earnings data; it discloses the corporate action and a forward-looking statements disclaimer.