Board flags risk as Harrison Global (BLMZ) backs U Bio and Gemtech buys

Rhea-AI Filing Summary

Harrison Global Holdings Inc. reported that its board has approved and ratified two strategic equity acquisitions completed under earlier share purchase agreements. The company agreed to acquire a 40% equity interest in U Bio Science Co., Ltd. for US$32,000,000 and a 100% equity interest in Gemtech Co., Ltd. for US$32,000,000.

The board acknowledged that these transactions were initiated and led by Co-CEO Ryoshin Nakade, with purchase prices paid on or around the agreement dates. It also recognized that comprehensive financial, legal, tax and operational due diligence and independent valuations were not completed before signing, and that the deals carry significant financial, legal and operational risks.

Approval was given on a conditional basis, tied to a post-closing special audit of the target companies and potential remedial actions, including enforcing rights or renegotiating terms if material issues arise. The board directed management to strengthen investment approval processes, due diligence protocols and risk management controls as part of broader internal governance enhancements.

Positive

• None.

Negative

• Heightened execution and governance risk: The board admits it approved and ratified two large acquisitions without comprehensive due diligence or independent valuation, while recognizing significant financial, legal and operational risks and potential practical limits on enforcing contractual rights, which may concern investors focused on risk controls.

Insights

Cross-border M&A and governance analyst

Board backs two sizeable deals but flags high risk and weak pre-signing diligence.

The board of Harrison Global Holdings Inc. ratified two equity acquisitions: a 40% stake in U Bio Science Co., Ltd. for US$32,000,000 and 100% of Gemtech Co., Ltd. for US$32,000,000. Both were initiated and executed under Co-CEO Ryoshin Nakade.

Crucially, the board explicitly notes limited information at approval, incomplete financial, legal, tax and operational due diligence, and the absence of independent valuation or full financial analysis. It also highlights that the transactions involve significant financial, legal and operational risks, and that some contractual rights may be difficult to enforce in practice.

To mitigate these concerns, approval is conditional on a comprehensive post-closing special audit and possible actions such as enforcing rights or renegotiating terms if material issues are found. Management is directed to enhance investment approval procedures, due diligence protocols and risk management controls, suggesting a recognition that prior processes were not robust. Overall, the filing mixes strategic expansion with heightened execution and governance risk, so the net signal is balanced rather than clearly positive.

Key Figures

U Bio equity acquired: 40% interest U Bio purchase price: US$32,000,000 Gemtech equity acquired: 100% interest +3 more

6 metrics

U Bio equity acquired 40% interest Share Purchase Agreement dated March 23, 2026

U Bio purchase price US$32,000,000 Consideration for 40% equity interest

Gemtech equity acquired 100% interest Share Purchase Agreement dated March 23, 2026

Gemtech purchase price US$32,000,000 Consideration for 100% equity interest

Framework Memorandum date May 25, 2025 Equity Acquisition Framework Memorandum adoption

Board approval date March 26, 2026 Board resolutions approving and ratifying SPAs

Key Terms

Share Purchase Agreement, Equity Acquisition Framework Memorandum, post-closing special audit, due diligence, +1 more

5 terms

Share Purchase Agreement financial

"A Share Purchase Agreement dated March 23, 2026 with U Bio Science Co., Ltd."

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Equity Acquisition Framework Memorandum financial

"an Equity Acquisition Framework Memorandum dated May 25, 2025 (the Framework Memorandum)"

post-closing special audit financial

"Each SPA provides for the Company right to conduct a post-closing special audit."

due diligence financial

"Comprehensive financial, legal, tax and operational due diligence was not completed"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

risk management controls financial

"The Board further directed management to strengthen internal procedures... and Risk management controls."

Form 6-K: How Foreign Companies Report to the SEC →

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 March 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 Approval and Ratification of Strategic Equity Acquisitions; Acknowledgement of Risks and Post-Closing Review Measures On March 26, 2026, the board of directors of Harrison Global Holdings Inc. (the Company) adopted unanimous written resolutions approving and ratifying certain previously executed share purchase agreements and related matters. Share Purchase Agreements The Board approved, ratified and confirmed the execution, delivery and performance of the following transactions: A Share Purchase Agreement dated March 23, 2026 with U Bio Science Co., Ltd., pursuant to which the Company agreed to acquire 40% equity interest for a total consideration of US$32,000,000 (the U Bio SPA); and A Share Purchase Agreement dated March 23, 2026 with Gemtech Co., Ltd., pursuant to which the Company agreed to acquire 100% equity interest for a total consideration of US$32,000,000 (the Gemtech SPA). The U Bio SPA and Gemtech SPA are collectively referred to as the SPAs. Framework Memorandum The Board further acknowledged, approved, ratified and adopted an Equity Acquisition Framework Memorandum dated May 25, 2025 (the Framework Memorandum) as a general strategic framework for the Company equity investment activities. The Framework Memorandum is non-binding in nature (except for certain limited provisions) and does not itself provide enforceable protections with respect to the SPAs. Acknowledgement of Transaction Background The Board acknowledged that: The transactions were initiated, led and executed under the direction of Co-Chief Executive Officer, Ryoshin Nakade; The purchase prices under the SPAs have been, or are expected to be, paid on or around the execution date; and Each SPA provides for the Company right to conduct a post-closing special audit. Limitations and Risk Disclosure In connection with the approval and ratification of the SPAs, the Board expressly acknowledged certain limitations, including: The information available to the Board was limited at the time of approval; Comprehensive financial, legal, tax and operational due diligence was not completed prior to execution of the SPAs; and No independent valuation or full financial analysis was presented to the Board, and any valuation materials provided were preliminary and subject to verification. The Board recognized that the transactions involve significant financial, legal and operational risks, and that the enforceability of certain contractual rights may be subject to practical limitations. Conditional Nature of Approval The Board approval and ratification of the SPAs were made on a conditional basis, subject to further verification and review to be conducted following closing. Special Audit and Remedial Actions The Board directed management, under the supervision of Co-Chief Executive Officer Ryoshin Nakade, to: Conduct a comprehensive post-closing special audit of the target companies; and Report findings to the Board promptly. Management has been authorized to take all necessary actions, including enforcement of rights, renegotiation of terms, or other remedial measures, if material issues are identified. Internal Governance Enhancements The Board further directed management to strengthen internal procedures, including: Investment approval processes; Due diligence protocols; and Risk management controls. Authorization Any director or officer of the Company has been authorized to take all actions and execute all documents necessary or desirable to carry out the intent of the foregoing resolutions. 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: March 17, 2026

FAQ

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

Harrison Global Holdings Inc. ratified two equity acquisitions. It agreed to buy a 40% stake in U Bio Science Co., Ltd. for US$32,000,000 and 100% of Gemtech Co., Ltd. for US$32,000,000, formalized under separate share purchase agreements dated March 23, 2026.

How much is Harrison Global Holdings Inc. (BLMZ) paying for the U Bio Science and Gemtech deals?

The company agreed to pay US$32,000,000 for a 40% equity interest in U Bio Science Co., Ltd. and US$32,000,000 for a 100% equity interest in Gemtech Co., Ltd. The filing states that purchase prices have been, or are expected to be, paid around the execution dates.

What risks did Harrison Global Holdings Inc. (BLMZ) identify regarding these acquisitions?

The board notes significant financial, legal and operational risks. It acknowledges limited information at approval, incomplete financial, legal, tax and operational due diligence, and no independent valuation, and also warns that enforcing some contractual rights may face practical limitations after closing.

Was full due diligence completed before Harrison Global Holdings Inc. (BLMZ) signed the share purchase agreements?

No. The board explicitly states that comprehensive financial, legal, tax and operational due diligence was not completed before executing the share purchase agreements, and that any valuation materials were preliminary and subject to verification, underscoring a reliance on post-closing review instead of pre-closing analysis.

What follow-up actions will Harrison Global Holdings Inc. (BLMZ) take after closing these transactions?

Management, under Co-CEO Ryoshin Nakade, must conduct a comprehensive post-closing special audit of the target companies and report findings promptly. If material issues are identified, management is authorized to enforce contractual rights, renegotiate terms or pursue other remedial measures approved by the board.

How is Harrison Global Holdings Inc. (BLMZ) changing its internal governance around investments?

The board instructed management to strengthen internal procedures, specifically investment approval processes, due diligence protocols and risk management controls. These enhancements are intended to improve how future equity investments are evaluated and overseen, following the experience with the U Bio Science and Gemtech transactions.