(Head office: Okayama City, Okayama Prefecture; President and CEO: Hitoshi Kobayashi; hereinafter "Benesse Holdings") and Change Co. (headquartered in Minato-ku, Tokyo; Daishi Fukudome, President and CEO; hereinafter referred to as "Change") through a third-party allotment of new shares to be underwritten by Benesse Holdings, Inc.

Background and Purpose of Fundraising

With a management philosophy of "changing the world with the power of EdTech," we are an EdTech startup that aims to create more educational opportunities not only in Japan but around the world. Our main business, "learningBOX", is focused on ease of use and low cost, and since its launch in 2016, it has been chosen by many individuals and companies, with 17,000 registered users and more than 800 paying subscribers (as of the end of July 2022). In July 2022, after 10 years since its establishment, the company changed its name to "learningBOX Corporation" to clarify its management policy of focusing on the learningBOX business and to accelerate its business growth.
As a SaaS product in the EdTech field, "learningBOX" has received a certain level of support for its functionality and convenience through continuous functional modifications since its service launch. We will continue to focus on expanding our development areas with the aim of becoming a "global platform for learning" to realize a society in which anyone can learn what they want to learn anytime, anywhere and as much as they want. To this end, we have procured the necessary funds to secure human resources through new hires and to strengthen our user support system.
At the same time, Benesse Holdings, Benesse Corporation, and Change have entered into a business alliance with Benesse Holdings, Benesse Corporation, and Change. We aim to achieve mutual enhancement of corporate value through deeper business collaboration between these companies, which have extensive knowledge and know-how in the fields of schools, education, and adult education, and our company, which has technological capabilities in the education domain.

Comments from Underwriters

Benesse Holdings, Inc.
Mr. Kenichiro Kida, Manager, Finance Department, Finance & Accounting Division

President Nishimura and other members of the management team took a lot of time to talk with us before we entered into the capital and business alliance. I could sense that they were thinking seriously about what they wanted to be, how to provide more learning opportunities, and how to make those opportunities easier to use in order to increase the effectiveness of learning, and that they strongly believe they can do it.
Our group values the attitude of continuously thinking about what we can do for our customers, and we believe that with learningBOX, we can support students' learning with the same vector and enthusiasm. We will strive to deliver better learning through the knowledge, know-how, and technological capabilities of both companies.

Change Co.
Mr. Tomohiro Noda, Executive Officer in charge of Next Learning Experience

DX initiatives are in full swing in all kinds of organizations in Japan, including private companies and local governments, as they seek to improve their organizational productivity. In addition, the people (human capital) in charge of the organizations are also required to explore new ways of doing business and work, or in other words, there is an increasing need to cultivate different capabilities from the past.
Through this capital and business alliance, Learning DX will be realized by combining our company's (Change Inc.) long-cultivated know-how in educating working adults with learningBOX's technological expertise in the education domain. By forming a strong partnership, we hope to provide an opportunity for more people to grow into human resources capable of competing in the DX era.

Comments from the Company's Representative Director

learningBOX, Inc.
Representative Director Yoichiro Nishimura

We are very pleased to have been able to secure the necessary funds for our future product development activities through our encounter with two companies that recognized the potential of learningBOX and the significance of its contribution to society. We will continue to further promote our product development activities so that we can play a part in creating opportunities to create learning opportunities and success stories for people around the world through the power of EdTech.

Benesse Holdings, Inc.
Benesse Holdings is a corporate group that provides lifelong support to motivate and solve problems for each of its customers in the fields of education, language, lifestyle, and nursing care, based on the corporate philosophy of "Benesse = Live Well. Benesse Corporation is Japan's largest provider of correspondence education services for infants through high school students, including Shinkenzemi and Kodomo Challenge, and school education support services such as Shinken Mock Exams, Study Support, and P-Study. Benesse Style Care Co.
https://www.benesse-hd.co.jp/

CHANGE, Inc.
Change has a mission of "Change People, Change Business, Change Japan", and under the vision of "CHANGE Productivity", Change has established the NEW-IT Transformation Business, which supports the development of digital human resources, business process innovation and digitalization. Change is promoting and expanding its three core businesses: the NEW-IT Transformation Business, which supports the development of digital human resources and business process innovation and digitalization; the Investment Business, which creates new businesses and builds business models by investing in businesses that have synergistic effects with the NEW-IT Transformation Business; and the Public Tech Business, whose mission is to promote regional development through DX.
https://www.change-jp.com/

learningBOX, Inc.
Changing the world with the power of EdTech. With the philosophy of "changing the world with the power of EdTech," we develop and operate "learningBOX," a learning management system that focuses on ease of use and low cost, "QuizGenerator," a quiz and question creation tool that anyone can use for free, and "CardGenerator," memorization cards on the web that can be easily created from text. By using the power of EdTech to build a "global platform for learning" that pursues ease of use and low cost, we will contribute to the realization of a society in which anyone in the world can freely learn what they want, whenever and wherever they want, for as long as they want.
https://learningbox.co.jp/