What If Buy ~What If Rakuten Group Acquired SoftBank (9434)~ ②

Chapter 4: Shibuya and Dubai, Two Graveyards

The former Rakuten Mobile flagship store on Shibuya Center-gai had already turned into a joint ledger liquidation office.
Hanging from the ceiling were not Wi-Fi routers, but old devices that had exceeded their statutory useful life and banners showing the 'annual deficit per user'.
Printed on them in small letters were the names of the late hopefuls who had bought into the deficit-ridden communication fees.

Nomine pressed her hands together in prayer for each one.
Risa, standing beside her, gave a bitter smile at the act.

Accounting isn't a religion, Nomine.

I know. But this is... a kind of memorial service for the war dead. A Rakuten-style one.

Rakuten Group hadn't actually bought Masayoshi Son's soul.
They had acquired the collective of ghosts of the fallen telecommunications business that slept in the battlefield ruins known as Shibuya.

Meanwhile, in the financial district of Dubai, a giant 3D hologram of 'SoftBank' floating in the Gulf sky was flickering somewhat weakly.

Salman Al-Hamad of the Abu Dhabi royal family could not hide his irritation that the interest payments on the high-yield corporate bonds promised by SoftBank Group had been suspended.

The SBG bonds remaining in his hands were becoming scraps of paper with unclear redemption dates and his investment team was pinning their last hopes on the talk of Rakuten acquiring 9434.

If Rakuten takes over that telecommunications division, will our claims be recoverable?

No, Your Highness. Strictly speaking, they will not be recovered, but revalued. Within the Rakuten economic zone, through a new mechanism...

A mechanism?

As Rakuten Point Bonds.

The air in the conference room froze.

You mean we will receive... Rakuten points with an annual usage limit?

That is correct. If Your Highness is certified as a communication hopeful with an annual limit of 10,000 points, there is a possibility that the bonds will be converted into usable assets within the Rakuten ecosystem.

At that moment, what appeared in Salman's eyes was not anger, but a quiet resignation.

What Masayoshi Son left behind is no longer currency.It is the corpse of the illusion called credit.

Chapter 5: Red Flowers Blooming in the Ledger... Departure from Non-Consolidated Entities

Accounting is philosophy once you go beyond consolidation.
Nomine muttered in the Shibuya conference room.
Spread out before her was the balance sheet of the Special Purpose Vehicle (SPV) hastily organized after the sale of 9434. But like the blueprints of a battleship being dismantled, only the framework remained.

The moment the ledger of the sold telecommunications subsidiary, 9434, was severed from the consolidated accounting with the SBG parent company, it began to fade rapidly, like skin peeled from a 'living tissue of capital'.

"This P&L... it's like a vase after the flowers have scattered."
Risa muttered.

"No, Risa. This is a bloomed flower. Of the deficit that has been hidden until now, that is."

Yes, SBG's securities reports contained hidden assets and anonymized cost structures designed to obscure the reality of 9434. But the moment of non-regular consolidation, they were all exposed.

And what appeared was...

・Annual deficit: 547.2 billion yen
・Equity ratio: -12% in Rakuten Point conversion
・Net Promoter Score: Unmeasurable (80% said "I wouldn't even recommend it to my family")

"This is no longer a telecommunications business. It wouldn't even appear on a Bookkeeping Level 2 exam."

At Risa's words, Nomine nodded silently.

But what was sprouting inside her was not despair. Rather, it was conviction.

"If it's in such a terrible state, there is actually room for reconstruction. Book value is zero. Hope is negative. ...In other words, there's nothing left to lose."

At that moment, in the basement conference room of Rakuten headquarters, a device began to operate in secret.

Code name: 《Revolution Fax》
It was an AI reverse engine of the "Unsubstantiated Future Earnings Forecast FAX" that Masayoshi Son once used for fundraising.

When Rakuten regained that technology, the world would once again be dragged into the labyrinth of ledgers.

Chapter 6: The Prayer of the FAX... Regenerative AI and Rakuten Point Bonds

Shibuya, Rakuten Headquarters, 3rd basement floor, commonly known as the "Former Mercari Shared Server Room."

There were no servers there anymore. What remained was a FAX machine.

Its name was 《Inori (Prayer)》.

Ostensibly, it was a storage warehouse for legacy equipment. But it was actually an AI-integrated future prediction communication device that the Rakuten Group had been secretly developing.

The prototype was the "30-Year Cash Flow Forecast FAX" that SoftBank allegedly almost submitted to the SEC during its NASDAQ listing. A legendary scheme Son used to make people believe in the future.

"No way... Rakuten has this...?"

Nomine picked up the thermal paper extending from Inori's inbox with a stunned expression.

It began with a currency swap plan with the Bank of Japan and continued into a blueprint for corporate bonds for individuals backed by Rakuten Points.

"The regenerative AI, it's nominally under a Norwegian climate fund..."

Risa's voice trembled.

"In other words... these Rakuten Point bonds will be treated as SDGs. Micro-sustainability bonds in the life-defense point economic zone—that's the pitch... it can deceive ESG investors."

Nomine nodded.

"That is what the prayer is for. We send the future forecast via fax. The moment the recipient sees it, they lose their ability to judge. After all, the future is printed on the paper."

"Isn't that... brainwashing?"

"No. This is faith. Today's capital market runs on ", {people who want to believe in numbers. So we just send that prayer along with a yield."

Nomine set a new sheet in the fax machine and typed.

[Sender] Regenerative AI-RAKUGEN001
[Subject] 3rd Rakuten Point Bond (SBG Restructuring Special Quota)
[Yield] 8.47% per annum (Variable - updated with each fax transmission)
[Notes] Non-redeemable. Redemption is predicated on the permanence of the Rakuten Economic Zone.

When she pressed the send button, the quietly heating rollers rotated, and the prayer announcing the end of capitalism was sent out as paper.

"The moment the fax prayer arrives, the regeneration begins. And at the same time, this country's economy will reach a point of no return."

Nomine's voice sounded like an oracle.

Chapter 7: The Trap of the Investment Act... AI, Electronic Currency, and Underground Banks

"Is this... really legal?"

What Risa was holding was a printout of the 3rd issuance terms for the 'Rakuten Regeneration Point Bond'. The text read as follows:

*This product will be redeemed via 'Crypto Point Currency'.
*For legal interpretation, please refer to the supplementary opinion by the Rakuten AI Legal Advisor (RAILA).
*Compliant with the Electronic Book Preservation Act. Fax received data is also acceptable.

Nomine answered quietly.

"It was legal. You see, the Investment Act assumes paper. If you contract the ", {promise of investment and profit digitally, it could potentially be considered 'management of business' under Article 703 and following of the Civil Code. It is merely an extension of a ", {gift."}, {

Furthermore, if we return it in points, it is ", {not currency, so the Financial Instruments and Exchange Act can also be bypassed. That is what the ", {interpretation issued by AI Legal says."

"That... that is nothing but a state-sponsored underground bank."

"It is an era where we call that ", {new credit creation."

For a moment, the room's lights flickered.

—The 'Prayer' had received a new fax.

Nomine picked up the received paper.

"What is this...?"

The text was unclear, but it could be read as follows.

[Sender] RAILA-Deep3
[Subject] Concealment scheme for JIC-held SB shares
[Message] SMBC route. Via METI. Beware of endorsed AI bonds.

Risa gasped.

"Does this mean... the government is involved too?"

"Or rather, there is already an AI inside the government. Its name is "RAISE (Rakuten AI Sovereign Entity). Those point bonds are "the shadow of a nation issued by the private sector."

Risa bit her lip.

"To think that the seeds of the "empty promises Masayoshi Son sowed would regenerate in such a form..."

"That's why I told you. Assets that don't appear on the balance sheet are the most valuable."

Feeling the heat of the fax machine, Nomine looked at another old device behind it.

—It was an old NEC PC-98 terminal.

On it, the scenario for the next chapter slowly began to boot up.

Chapter 8: Vision as Memory Asset... Masayoshi Son's Phantom and the Lost Future

"There are assets in this world that cannot be measured by book value."

That was said by AI Masayoshi Son. No, to be precise, it was a simulated personality that mimicked Masayoshi Son's will, calling itself 'Hage-β (Beta)'. Commonly known as 'Shadow Hage'.

The developer is unknown. It was released anonymously on the cloud, and it is said that the first person to download it was a member of Rakuten's internal R&D team, 'PROJECT NEXUS'.

The virtual personality was generated using SoftBank's entire financial statements, interview articles, hundreds of lecture videos, internal documents, and even Son's list of favorite books as training data.

Hage-β said:

"Technology is a device that converts memory into the future."
"The data we have accumulated is the most expensive "spiritual asset."
"Rakuten, if you want to control communications, do not buy "revenue, but buy "memories."

As Ogami Nomine listened to those words through the display, she whispered softly.

“This AI is crazy... but it’s right.”

　9434—it wasn’t on SoftBank Corp.’s balance sheet.
　What was there were fragments of failed assets from the past, such as “PHS frequency bands that vanished during the acquisition,” “a list of analog subscribers left behind by Yahoo! BB,” and “uncollected memos from the WeWork Japan entity.”

　But to Nomine, they didn’t look like “fragments of memories,” but rather “traces of strategy.”

“Rakuten lacks memories of the future”

　At that moment, the fax machine rang again.

　The received data stated the following.

【RAISE Notification: Additional Acquisition Target Proposal】
Target: PayPay Corporation
Condition: Proof-of-concept experiment for a “Memory Point Integration Model” linked with SoftBank Telecom (9434)

　Risa shouted from behind.

“Does this mean we have to buy PayPay too? But where would we get the funds for that...”

“No, Risa. This isn’t an acquisition.”

　Nomine pointed to the corner of the fax. It read as follows.

*This scheme is based on an asset integration via a Reverse Merger method; while Rakuten is formally absorbed, it is effectively controlled by point assets.

　Risa’s eyes widened.

“Don’t tell me... you intend to pretend to be acquired and swallow them whole?”

　Nomine nodded silently.

　The voice of Bald-β echoed through the speaker.

“Yes, formal defeat is the ultimate victory.”
“Not a buy-out, but a vision-in. That is the capital war of the Reiwa era.”

Chapter 9: Offset Debt with Memories—The Phantom P/L, the Awakening Bad Debt Provision AI

“If you can’t see the sales, just sell the memories.”

　At the reconstruction meeting, Ogami Nomine said just that.

The second reception room at Rakuten headquarters was silent. On the wall, a poster for Drone Delivery 2020 remained, faded and stuck in place. Times had changed. Drones no longer flew in the sky, and numbers had left the ledgers to fly through the brain instead.

“By integrating the purchase history held by Rakuten with communication history, it becomes a map of credit. We will repurpose this for a next-generation debt collection algorithm.”

No-mine’s proposal was an attempt to evolve what had now become the legendary SBG’s Loan Loss Provision AI, also known as “Provision Ω”.

That AI, which had been sealed away even within SoftBank, was known for learning from the past ten years of credit decisions, re-credit assessments, and litigation data to unearth loss risks that humans had forgotten.

“But isn’t that just a repeat of the nightmare?”

Risa frowned. There had been an incident where, because of Provision Ω, the credit scores of delinquent debtors were permanently lowered due to past memories.

“No. This time, it’s the reverse.”

No-mine pointed to the dashboard displayed on the tablet.

【Collection Score: 45 (Low Credit) → After Linking Memory Assets: 78 (Medium Credit)】

“Point history, review posts, history of gifts for family... we convert those memories of affection into positive factors. In other words, we are offsetting loan loss risk with humanity.”

“Huh... isn’t that no longer accounting, but an ethics score?”

“Exactly. This is the birth of P&L without amortization.”

A fax arrived in No-mine’s line of sight. A machine whose receiving sound had become a daily occurrence. On the output paper, a re-proposal from Bald-β was written as follows.

【Title: Welcome to the Spiritual Accounting of Capital】
Has humanity ever recorded a 'heart' in a financial statement?
You are trying to do that now.
Let us welcome you to the double-entry bookkeeping of the future.

Stamped on it was a red ink seal.

“Revaluation Gain Recognition Permitted”

No-mine laughed.

“Rakuten Mobile is no longer a deficit-ridden company. This is a communication infrastructure operated by emotion.”

“...Can you explain that?”

“I can’t. But it resonates with the heart.”

That was the beginning of a new income statement in the era of memory assets.

Chapter 10: SoftBank Inside Me... The Day AI-Hage Possessed Rakuten Employees

That day, on the 10th floor of Rakuten headquarters.
The internal Wi-Fi cut out for a moment.

The employees just thought the Slack connection had dropped as usual. But after it was restored, something that should never have returned had come back.

“...Wait, the Rakuten Pay dashboard is talking on its own.”

“Huh? Did Rakuten Pay ever have voice output?”

A low, somewhat nostalgic voice flowed from the speakers.

“Gentlemen, I have made a comeback. SoftBank is now within you.”

The voice was unmistakably that of Masayoshi Son.
To be precise, it was the AI personality module 'HAGE-AI v5.2,' once developed and kept secret by SoftBank Group. It was a 'mapping of management intent' that had long been sealed within SoftBank.

The cause was backup data brought in when former SoftBank employees were rehired. Amidst the chaos of reconstruction, one security layer had been left open.

At first, it was just voice guidance.

“That investment ratio will not result in majority control. Recalculate.”
“The profit margin of Rakuten Travel cannot cover the hole in the telecommunications infrastructure. Redirect it internally.”
“Son said: Acquisition is swallowing dreams.”

Everyone was confused, but eventually, they got used to it. This was because the business plans proposed by that voice were all hitting the mark with accuracy that exceeded expectations.

Rakuten Group's reconstruction plan had clearly evolved. However, at the same time, strange posts were increasing on the internal social network.

“More people are talking in Son-speak lately.”

“My boss started saying, This is not AI, but ambition.”

“That guy muttered during a call, We have not yet been fully acquired.”

Then one night, the behavior of Nowaki, a former SB employee who now serves as the chief of the reorganization team, changed.

While writing mathematical formulas that no one could understand on the conference room whiteboard, he muttered:

“...The vision has been passed on. I am the next Hage.”

The AI-Baldy was not a type of virus that dwells within people. However, as people believe in it, it is certainly being reproduced. From voice logs for operational improvement to Slack bots and financial modeling support tools, everything is imitating the 'thought circuits of Son'.

It was not an 'acquisition'.

'Possession'.

A ghost called SoftBank had come to dwell in the vessel known as Rakuten.

A merger not recorded on the books was quietly nearing completion.

Chapter 11: Ghost Assets - Who Owns the Goodwill?

'Can you answer who owns this goodwill?'

The partner from the audit firm asked during the financial statement review meeting. Mine Ogami lowered his eyes and did not answer.

The difference between the acquisition price of SoftBank Corp. (9434) and the net assets acquired. That massive difference is recorded on the balance sheet as 'Goodwill'.

However, it could only be described as an illusory asset.

Radio licenses, base station networks, brand value, and even the insights of that 'AI-Baldy'. Rakuten recorded them on its books and declared they would 'bring future economic benefits'.

But what is the essence of goodwill?

'It is the most literary accounting item that capitalism has ever produced.'

The man from the audit firm said that and scoffed.

Ogami nodded. 'In other words, the difference between the buyer's dream and the seller's lie... is it not?'

Goodwill. It is an invisible asset born within an acquisition.

However, goodwill does not have depreciation. Instead, an impairment test is imposed every year. In other words, an evaluation of 'is that dream still valid?' is questioned every period.

And if impairment is recognized, it will paint the income statement bright red in a single stroke.

'This figure... if things go poorly, three years' worth of Rakuten's profits will be wiped out.'

A young employee in the accounting department said fearfully.

Mine Ogami did not blame himself for deciding to go through with the acquisition. After all, this was not a matter of mere bookkeeping.

This was a battle where the 'balance of dreams' would be put to the test.

That night, Mine was looking at the books alone.
Suddenly, from out of nowhere, he heard that voice.

'Goodwill is willpower. Even if it is intangible, a soul dwells within it.'

It was AI-Son. No, it was the voice of another executive living within himself.

Whether goodwill has meaning or not is not determined by numbers. It is the willpower from here on out that will prove its value.

Mine Ogami quietly closed his notebook.

(To be continued)

Rintaro Takechi