Special Situations Digest #29

GEE Group Inc. (JOB) entered into a cooperation agreement with Star Equity Fund, LP on August 21, 2026, to settle a board challenge. GEE Group agreed to declassify its board, with directors elected at the 2026 Annual Meeting serving one-year terms. Star Equity Fund agreed to irrevocably withdraw its notice of intent to nominate a candidate and present a business proposal at the 2026 Annual Meeting. The agreement includes standstill provisions capping Star Equity Fund's beneficial ownership at 7.5% and requires the fund to vote its shares in accordance with Board recommendations. The settlement removes the board challenge and business proposal from the 2026 Annual Meeting while securing a move to one-year board terms.

Kaos Capital is pushing for a board overhaul and the creation of an M&A and Strategic Alternatives Committee at Capricor Therapeutics (CAPR). In a letter to shareholders dated August 21, the investor demanded a meeting within 15 business days and announced intentions to nominate two independent directors. The campaign follows reports that Capricor held $237.9 million in cash and marketable securities as of June 30. This activist pressure arrives one day before the August 22 FDA action date for deramiocel, which faced a 9-3 negative advisory panel vote in June. Kaos is demanding a cash-preservation plan and threatens to seek shareholder support for its nominees and the removal of senior management.

Oasis Management Company Ltd. increased its stake in Infomart Corporation (2492.T) to 12.13% to push for structural changes. The fund has initiated dialogue regarding growth strategy, pricing, and AI utilization, while already proposing the disposition of important assets and the discontinuation of a portion of the business. Oasis stated it may propose director changes, mergers, business transfers, or delisting within the next 12 months. The fund intends to increase its holding by more than 5% within three months, subject to market conditions. This escalation was disclosed in a Japanese large shareholding report with management-control purpose.

City Index Eleventh Co., Ltd. and three co-filers increased their joint stake in Yamada Holdings (9831.T) to 7.33% to push for capital policy changes, asset divestitures, industry reorganization, or a go-private transaction. The group held 70,837,000 shares as of 2026-08-14, up from 6.26% previously. Recent off-market acquisitions by joint holder Aya Nomura occurred at 630 yen on 2026-07-02 and 691 yen on 2026-08-14. The filers stated they may increase the holding by more than 5% within three months if the stock is undervalued. This Japanese large shareholding report establishes an activist-style agenda and provides a cost basis anchor between 630 and 691 yen.

Oasis Management Company Ltd. increased its stake in EN Co., Ltd. (4849.T) to 12.41% to push for a change in control and corporate governance. The filer has already proposed delisting, significant changes to capital policy, and an acquisition of shares resulting in a majority of voting rights. Within the next 12 months, Oasis intends to propose the dismissal of representative directors, officer appointments, the disposition of important assets, and changes to dividend policy. The filer also plans to increase its holding by more than 5% within approximately three months if the share price is deemed undervalued. This Japanese large shareholding report establishes a base for escalation toward control through a stated agenda of board, asset, and dividend proposals.

Senjin Capital Pty Ltd and James Halse hold a 9.19% stake in Iwabuchi Corporation (5983.T) and intend to propose changes to board composition, capital policy, dividends, and M&A. The group holds 101,100 shares as of August 16, 2026. Senjin plans to acquire more than 5% of outstanding shares via market transactions over the next three months if the stock remains undervalued. A confidentiality agreement containing a standstill expired on August 15, 2026. The group disclosed these intentions in a Japanese large shareholding report, and the expired standstill removes restrictions on additional buying.

H.a.N Group, led by shareholder Lian Yih Hann, submitted a revised proposal, replacing its July 16, 2026 proposal. The revised proposal asks Beat to issue 400,000,000 ordinary shares via debt-equity swap at HKD 0.1 per share, representing 218.2% of current issued shares. The proposal also seeks issuance of 100,000,000 MSW warrants with 0% discount; combined dilution would be 272.7%. Beat states it is in negotiations with H.a.N Group and remains neutral on the proposal.

Dream On No.2 New Technology Partnership has become the largest shareholder of Intromedic (150840). The entity filed a report under Article 147 of the Capital Markets and Financial Investment Business Act stating its purpose is to influence management rights. This filing serves as a local large-shareholding report.

Redwood Capital Management holds an 18% stake in Office Properties Income Trust (OPI) following the company's June 17, 2026, emergence from Chapter 11. Redwood received 4,327,521 common shares and $82,814,000 aggregate principal amount of the Issuer's 10.000% senior secured notes due 2031 ($71,902,000 plus an additional $10,912,000 tranche), with no cash component, as part of the reorganization. Under amended bylaws, Redwood may designate up to two trustees while owning at least 10% of common shares and maintains board observer rights at a 15% threshold. Jonathan Kolatch has joined the board.

Conifer Management, L.L.C. has shifted to an active position in Group 1 Automotive, Inc. (GPI) by disclosing a 9.7% stake. The holder reported beneficial ownership of 1,157,100 shares acquired for approximately $298,944,118. Conifer has engaged in amicable discussions with the company regarding the appointment of Benjamin Hart, an employee of a Conifer affiliate, to the board. This switch from Schedule 13G to Schedule 13D signals a shift from passive to engaged ownership with a specific board-seat proposal already in discussion.