SpiderPlus is pairing a commercial tie-up with a founder selldown that changes governance more than the cap table, at least for now. The company said it signed a capital and business alliance with InforMart, while founder-president Kenji Ito agreed to sell 1.8 million shares to InforMart in an off-market transaction at ¥291 each, or ¥523.8 million in total. The transfer is scheduled for May 29 and would give InforMart 5.07% of voting rights.
From site software to back-office paperwork
The alliance is built around joining SpiderPlus's construction-site tools with InforMart's procurement and transaction platform. SpiderPlus said SPIDER+ and SPIDER+ Workspace will be cross-sold alongside InforMart's BtoB Platform TRADE, with the two companies also studying a more integrated offering. They said they plan to discuss data and function linkages, role sharing for product integration or joint development, and possible new businesses aimed at making work smoother from on-site construction management to procurement and back-office processing.
That matters because the filing frames the partnership as a way to cover more of the construction workflow in one package. InforMart's service already handles estimates, orders, inspections and, for construction users, electronic progress reports and progress billing, while SpiderPlus brings the field side of the equation.
The initial stake is small, the governance hooks are not
The immediate share transfer does not make InforMart the controlling owner. Instead, it removes Ito's status as SpiderPlus's controlling shareholder while leaving him as the largest holder. SpiderPlus said Ito's voting stake would fall to 47.85% from 52.92% once the sale closes.
InforMart also secured rights that could matter later. The agreement gives it a first call option, exercisable between Feb. 1, 2028 and Jan. 31, 2029 depending on the alliance's progress, to buy enough additional shares from Ito to reach 20% of voting rights. A second option is designed to help InforMart maintain its voting ratio if SpiderPlus later issues or disposes of shares, with the various acquisition rights capped at a 30% ownership ratio in total. If InforMart reaches a 20% voting stake, it can nominate one director candidate.
SpiderPlus said the alliance's impact on earnings for the year ending December 2026 should be minor, though it expects medium-term benefits from product linkage and new business creation.
Separate notice: Vietnam unit to suspend operations
In a different same-day disclosure, SpiderPlus said it will suspend business activities at wholly owned unit SpiderPlus Vietnam Co., Ltd., which was set up in March 2024 as a base for Southeast Asia expansion. The company said the subsidiary had made some progress, including local alliances, but customer development was taking longer than planned and performance was running below the initial plan.
SpiderPlus said it still sees overseas expansion as an important long-term investment and plans to keep pursuing Southeast Asian markets and new focus countries. It described the impact of the Vietnam suspension on this year's outlook as minor.
This is worth reading as two parallel updates, not one tidy explanation for the other. The filing ties the InforMart deal to product reach and future governance flexibility, while the Vietnam notice is simply an operational reset the company disclosed separately.