Harrison Global explores up to $5.0M PIPE financing

Harrison Global Holdings Inc. reported that its board has approved in principle the exploration of a potential private investment in public equity (PIPE) financing.

Rhea-AI Filing Summary

Harrison Global Holdings Inc. reported that its board has approved in principle the exploration of a potential private investment in public equity (PIPE) financing. The framework discussed would allow the Company to seek aggregate gross proceeds of up to approximately US$5.0 million (approximately JPY 800 million, for reference only) through the issuance of ordinary shares or other equity-linked securities.

The board’s action is limited to authorizing management to continue discussions with a potential investor and to prepare draft documentation. No securities have been issued, no funds have been received, and the board has not approved consummation of any financing. Any PIPE transaction would require definitive agreements, satisfaction of legal and stock exchange requirements, and additional board approval, and there is no assurance that such financing will be completed.

FAQ

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What did Harrison Global Holdings Inc. (BLMZ) announce in this Form 6-K?

The board of Harrison Global Holdings Inc. approved in principle the exploration of a potential PIPE financing, authorizing management to continue discussions with a potential investor and prepare draft documentation, but did not approve any actual financing transaction.

How much could Harrison Global potentially raise in the proposed PIPE financing?

The Company may seek aggregate gross proceeds of up to approximately US$5.0 million (approximately JPY 800 million, for reference only) under the indicative PIPE framework reviewed by the board.

What type of securities would Harrison Global issue in the potential PIPE financing?

If a PIPE financing is consummated, it would involve the issuance of ordinary shares of Harrison Global Holdings Inc. or other equity-linked securities, according to the indicative framework approved in principle.

Has Harrison Global completed or formally approved the PIPE financing yet?

No. The board explicitly stated it has not approved the consummation of any financing transaction, and no securities have been issued and no funds have been received in connection with the potential PIPE.

What additional approvals are required before Harrison Global can close a PIPE financing?

Any PIPE transaction would require execution of definitive agreements, compliance with applicable securities laws and stock exchange requirements, and additional board approval prior to closing.

Is there any guarantee that Harrison Global’s PIPE financing will happen or follow the current terms?

No. The Company states there can be no assurance that any PIPE financing will be completed or that final terms, if any, will match the indicative terms reviewed by the board.

What forward-looking statements does Harrison Global highlight in this filing?

The Company notes that statements about the proposed PIPE financing, a reverse stock split, and the timing and outcome of an Extraordinary General Meeting are forward-looking and subject to risks and uncertainties.

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Accepted by SEC EDGAR 01/16/2026 - 06:37 PM Learn about SEC filing dates

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 January 2026 Commission File Number: 001-42186 Harrison Global Holdings Inc. (f/k/a 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 Approval in Principle of Potential PIPE Financing On January 16, 2026, the board of directors (the Board) of Harrison Global Holdings Inc. (the Company) adopted unanimous written resolutions approving in principle the exploration of a potential private investment in public equity (PIPE) financing. The Board authorized management to continue discussions with a potential investor regarding a possible PIPE transaction and approved the indicative framework and principal terms of such financing solely for planning and negotiation purposes. As approved in principle by the Board: the Company may seek aggregate gross proceeds of up to approximately US$5.0 million (approximately JPY 800 million, for reference only); the transaction, if consummated, would involve the issuance of the Company ordinary shares or other equity-linked securities; the definitive terms, structure, pricing, closing conditions, timing, and documentation have not been finalized and remain subject to further negotiation, execution of definitive agreements, applicable securities laws, stock exchange requirements, and additional Board approval prior to closing. The Board did not approve the consummation of any financing transaction at this time. No securities have been issued, and no funds have been received by the Company in connection with the potential PIPE financing. Management has been authorized to negotiate and prepare draft documentation relating to the potential transaction; however, any receipt of subscription proceeds and issuance of securities will require further confirmation or approval by the Board. There can be no assurance that any PIPE financing will be completed, or that final terms, if any, will be consistent with the indicative terms reviewed by the Board. Forward-Looking Statements This Report on Form 6-K contains forward-looking statements, including statements regarding the proposed PIPE Financing, the reverse stock split, and the timing and outcome of the Extraordinary General Meeting. These statements are subject to risks and uncertainties, and actual results may differ materially. The Company undertakes no obligation to update any forward-looking statements, except as required by law. Authorized 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 Inc. By: /s/ Ryoshin Nakade Name: Ryoshin Nakade Title: Co-Chairman and Co-CEO Date: Jan 16, 2026