Today, the Securities and Exchange Surveillance Commission filed an accusation with the Tokyo District Public Prosecutors Office against one corporation and four individuals on suspicion of violating the Financial Instruments and Exchange Act (submission of false securities registration statements etc.). The details of the alleged offense subject to accusation are as follows.
１．Details of the Offense Subject to Accusation
The Suspected Corporation, alt Inc. (hereinafter referred to as the "Suspected Corporation"), is a company headquartered in Minato-ku, Tokyo, engaged in the research and development of artificial intelligence and related technologies, as well as the planning, development, and operation of related services. Suspect A served as the Representative Director and President of the Suspected Corporation and oversaw all of its operations; Suspect B served as Director and Chief Financial Officer and oversaw financial operations; Suspect C served as General Manager of the AI Solutions Division and oversaw sales operations; and Suspect D served as General Manager of the Finance and Accounting Department and oversaw accounting operations. The four suspects, acting in concert,
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(i) In connection with the business of the Suspected Corporation, when conducting a public offering and secondary offering of shares in conjunction with listing on the Growth Market, on September 5, 2024, by using the electronic disclosure system and recording files on computers used by the Cabinet Office, at the Kanto Local Finance Bureau, to the Director-General of the said Bureau, by recording fictitious sales figures, the Suspected Corporation submitted securities registration statements containing false statements of material facts as follows: for the fiscal year from January 1, 2022 to December 31, 2022, although the actual sales were 243,106,000 yen (amounts less than 1,000 yen are omitted; same applies hereinafter), a false statement of sales as 2,666,074,000 yen was made in the profit and loss statement; for the fiscal year from January 1, 2023 to December 31, 2023, although the actual sales were 394,612,000 yen, a false statement of sales as 4,111,995,000 yen was made in the profit and loss statement; and for the interim accounting period from January 1, 2024 to June 30, 2024, although the actual sales were 497,772,000 yen, a false statement of sales as 2,844,006,000 yen was made in the interim profit and loss statement. A securities registration statement, each containing such false profit and loss statements, was submitted, thereby submitting securities registration statements containing false statements on material matters.
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(ii) With respect to the business of the Suspected Corporation, whose shares were listed on the aforementioned Growth Market, on March 27, 2025, by utilizing the electronic disclosure system and recording the information in files on computers used by the Cabinet Office, at the Kanto Local Finance Bureau, to the Director-General of said Bureau, a securities report was submitted that included a false consolidated statement of income for the consolidated fiscal year from January 1, 2024 to December 31, 2024, in which, despite actual net sales being 1,090,001,000 yen, the net sales were falsely stated as 6,057,288,000 yen by recording fictitious sales. As a result, an annual securities report containing false statements on material matters was submitted.
Such acts were committed.２．Relevant Provisions
Financial Instruments and Exchange Act
Article 197, paragraph 1, item 1 (prior to amendment by Act No. No. 68 of 2022), Article 5, paragraph 1, Article 207, paragraph 1, item 1
Article 197, paragraph 1, item 1 (prior to amendment by Act No. 68 of 2022), Article 24, paragraph 1, item 1, Article 207, paragraph 1, item 1, item 1 Additionally, for the four suspects, Article 60 of the Penal CodeStatutory Penalties:
For corporations: a fine of up to 700 million yen
For individuals: imprisonment for up to 10 years, or a fine of up to 10 million yen, or both
