VALX, produced by Yoshinori Yamamoto, to transfer only its gym business. What is the goal?
Key points of this article
・In July 2026, VALX Co., Ltd. announced that it had reached a basic agreement to transfer its five 24-hour fitness gym locations, "VALX GYM," to Fit Crew, a company listed on the Tokyo Stock Exchange Growth Market.What is being transferred is not the company VALX itself, nor its product sales business such as protein, but only the gym business.
・The scheme is not a simple sale; it is presented as an integrated package involving a business transfer, a capital and business alliance, and the "consideration" of VALX acquiring shares in Fit Crew. It is an interesting combination that could be designed to align the interests of both companies even after the sale.
・Although it is surprisingly little known,VALX is not a company founded by Yoshinori Yamamoto.Its predecessor was a web production company launched by Masayuki Tadaishi in 2006, and the VALX brand was born 13 years after the company's founding. In this article, I will interpret the meaning of this transaction based on this company history.
・To state the conclusion first, this is not a withdrawal-type business sale, but rathera "shift in growth phase" from the first stage of building a business model in-house to a second stage of aiming for nationwide expansion by partnering with a listed company strong in operations—this is my assessment.
・Note that this case is at the stage of a basic agreement as of July 2026, and the transfer price and details of the capital alliance will be decided through future discussions. I am not the FA for this deal, and this article is my personal opinion based on public information.
What is being sold is neither VALX nor protein
Hello. I am Fukushima from Hansa Advisors.
VALX is a fitness brand produced by Yoshinori Yamamoto, who has over 780,000 YouTube subscribers. If you are interested in strength training, you have likely seen this brand for its protein and supplements.
On July 16, 2026, VALX Co., Ltd. announced that it had reached a basic agreement to transfer its five 24-hour "VALX GYM" locations to Fit Crew, a company listed on the Tokyo Stock Exchange Growth Market.
Reading only the headlines, some might think, "VALX has been sold" or "Yoshinori Yamamoto's brand has been acquired." However, that is not accurate.
What is being discussed this time is not the sale of the VALX company itself. It has not been announced that the product sales business, such as protein and supplements, is subject to the transfer.The subject is only the gym business, VALX GYM.
And this distinction is the very first step in understanding this case. Why is VALX spinning off "only" the gym business, and not the company or the protein business? Using this question as an entry point, I will interpret the situation from the perspective of an FA standing on the seller's side.
I focused on three points.
① It is a "business transfer" that spins off only the VALX GYM business.
② It is not a simple sale, but combines a capital and business alliance with the consideration of VALX acquiring Fit Crew shares.
③ VALX is not a company founded by Yoshinori Yamamoto.
What happened—organizing the facts
First, I will list the facts that can be confirmed from public information.
・Announcement date: Fit Crew's board resolution and basic agreement were on July 15, 2026; the VALX press release was on July 16.
・Transferor: VALX Co., Ltd. (formerly Leverage Co., Ltd., Representative Director: Masayuki Tadaishi)
・Transferee: Fit Crew Co., Ltd. (TSE Growth Market listed, Securities Code 469A, President and Representative Director: Hiroki Kashima)
・Subject: Five 24-hour fitness gym locations "VALX GYM" (Musashi-Koyama, Mizonokuchi, Chofu, Kinshicho, Fukuoka Tenjin)
・Scheme: Basic agreement toward business transfer and capital and business alliance. A formal business transfer agreement has not been concluded.
・According to reports, the scheduled acquisition date for the business is November 1, 2026, and the acquisition price is undecided.
What is important is thatthis case is currently at the "basic agreement" stageThe transfer price, the scope of transferred assets, the succession of employee and member contracts, the conditions for brand usage, and whether or not VALX will acquire Fit Crew shares, as well as the ratio and method, are all unannounced and will be decided through future discussions.
However, the fact that details have not been decided is not a weakness of this case. Rather,precisely because the final form has not yet been solidified, there is room to consider what kind of landing this transaction is aiming for.That is where the interest in this case lies.
The unknown company history of VALX—it is not a company founded by Yoshinori Yamamoto
Before entering the main topic, I want to emphasize the origins of VALX. This is the core of this article's uniqueness and the key to understanding this transaction.
Many people likely have a vague perception that VALX is a company started and managed by Yoshinori Yamamoto. However, the actual company history is different.
The predecessor of VALX Co., Ltd. was "Leverage Co., Ltd.," a web production company founded by Masayuki Tadaishi in 2006 in a room in a Nihonbashi apartment. Initially, it handled commissioned web page production and logo design. It did not start as a fitness company.
The turning point was 2008. Mr. Tadaishi became the number one in Japan in the relevant genre on Ameblo through his gourmet blog, and using that experience, he started a blog consulting business. From here, the company's strength shifted from production itself to information dissemination, customer acquisition, and content marketing.
In 2016, it entered the fitness field with the personal gym search media "Diet Concierge." In 2017, it started the trainer recruitment business "Trainer Agency," establishing contact points with both the demand and supply sides of the fitness industry.
Then, in 2019, it welcomed Yoshinori Yamamoto as a supervisor, and the VALX brand was born with the launch of "VALX EAA9."The company was founded in 2006, and VALX was born in 2019. There is a 13-year time gap between them.
The subsequent growth was remarkable, with the mail-order business exceeding 100 million yen in monthly sales within 10 months of full-scale operation. According to the company history, sales for the fiscal year ending March 2021 were 362% of the previous year, and for the fiscal year ending October 2022, they were 259%. In 2022, the first VALX GYM store was opened in Musashi-Koyama, expanding the brand nurtured through D2C into physical stores.
And in April 2025, the company name itself was changed from Leverage Co., Ltd. to VALX Co., Ltd. It was the moment when VALX, which was one of the company's businesses, became the company itself.
Looking at this journey, one consistency emerges. Web production, blogs, fitness media, human resources, D2C, and physical stores.The essence of VALX is a "customer acquisition and media company" in the fitness field, and a complex brand company that combines IP, media, and D2C.And another important thing is the division of roles. Mr. Tadaishi is in charge of management, business development, and marketing, while Mr. Yamamoto is in charge of expertise, supervision, dissemination power, and the fan base. On the official VALX website, Mr. Tadaishi is listed as the Representative Director, and Mr. Yamamoto is listed as the "VALX Producer."
VALX is not a brand born solely from Mr. Yamamoto's personal fame. It is a "manager x expert" type brand company that grew by combining the strengths of a manager good at marketing and an expert influencer.I see this brand-building model itself as one of the success factors for VALX.
Why a "business transfer"?—the meaning of spinning off a business, not a company
Based on the company history, the meaning of the scheme selection this time becomes clear.
The official business segments of VALX Co., Ltd. are the product sales business and the fitness gym business. What is being discussed for transfer this time is only the latter. In other words, VALX can be read astrying to spin off only the function of store operations while keeping the core of the company, which is the brand and product sales, in its own hands.In a stock transfer, the entire company (or its equity) moves. In a business transfer, you can select and spin off the target assets, contracts, and functions. Moving only a part of the company's business to the party that can grow it the most—this "design of the unit to be spun off" is an extremely important issue in M&A practice.
The unit in which a business is spun off and to whom the rights are entrusted determines the nature of the transaction—I also wrote about this point when analyzing the business transfer of the idol group "WHITE SCORPION" produced by Yasushi Akimoto.
▶ Idols have become IP that can be bought. ── Business transfer of "WHITE SCORPION" produced by Yasushi Akimoto
https://note.com/hanseatic_league/n/ndbf8f23e22f8
Furthermore, what is interesting about this case is that it does not end with the business transfer alone. In the published content, ① transfer of the VALX GYM business, ② capital and business alliance, and ③ consideration of VALX acquiring Fit Crew shares are presented as an integrated package.
In a normal business transfer, the relationship between the seller and the buyer may weaken once the transfer is completed. However, this time, they will continue to collaborate on brands and products even after the transfer, and VALX is even considering acquiring shares of the buyer, Fit Crew.
If the share acquisition is executed, VALX could potentially enjoy the corporate value improvement through the nationwide expansion of VALX GYM as a shareholder of Fit Crew, even without operating the stores directly.Aligning the interests of the seller and the buyer in the same direction even after the sale. I read this as "alignment design."
The form is a business transfer, but depending on the content of the final contract, it could potentially approach a joint business venture by a brand company and a store operating company. This is the most interesting part of the scheme in this case.
However, the share acquisition is currently "under consideration," and the ratio, amount, and method are all unannounced. I will not make a definitive statement on this point and will wait for future disclosures.
VALX's goal—why let go of the gym business (4 hypotheses)
So, why is VALX transferring the gym business? The following are all my hypotheses based on public information.
Hypothesis ①: It has entered a stage where expertise in store operations is required.
VALX GYM has expanded to 5 stores since its start in 2022. However, to expand from 5 stores to dozens, capabilities different from D2C or brand management are required, such as property development, store opening management, recruitment, trainer training, and multi-store control. VALX itself also explains that for nationwide expansion, cooperation with a partner that has strengths in store operations, trainer training, and multi-store expansion is important.
Hypothesis ②: Separate businesses with different capital efficiencies.
D2C can be sold nationwide if the brand and marketing function, but gyms require investment in security deposits, interior design, machines, and recruitment for each store. It can be read as a decision to separate two businesses whose capital and organizational capabilities required for growth are fundamentally different, and for VALX to concentrate management resources on product development, brand, and media.
Hypothesis ③: Even if stores are let go, brand contact points can be maintained.
If the VALX GYM brand is maintained and VALX continues to be involved in branding and marketing, it is possible to continue having real customer contact points without operating the stores in-house.
Hypothesis ④: Capture the fruits of store growth from the capital side.
As mentioned above, if the acquisition of Fit Crew shares is executed, it could be designed to capture the fruits of nationwide expansion as a shareholder even after stepping away from store operations.
Note that there is no basis in public information to conclude that "VALX GYM was unprofitable" or "it was sold due to poor management." I will make this point clear.
Fit Crew's goal—not just an acquisition of 5 stores
There is also a clear context on the buyer's side.
Fit Crew is a company that develops pilates businesses and personal trainer training schools, centered on the women-only personal gym "UNDEUX SUPERBODY." In VALX's announcement, it is stated that they operate over 50 gyms nationwide and have a track record in store operations and human resource development.
I have organized the meaning of this company taking over VALX GYM into 4 hypotheses.
Hypothesis ①: Expansion of customer base and business format.
To a business centered on women-only, personal-style services, they can add gyms with a different positioning: unisex, 24-hour, and self-training models.
Hypothesis 2: Buying time.
If they were to enter the 24-hour gym market with their own brand, it would take a long time to develop the brand, gain recognition, and build a member base. By acquiring VALX GYM, they could potentially gain immediate access to a position where they can collaborate with the existing 5 locations and their members, as well as VALX's brand recognition, Yoshinori Yamamoto's supervision, and the customer acquisition power of YouTube and social media.The value the buyer gains is not just the store equipment. There is significant value in the position itself, which allows for continuous collaboration with the VALX brand.
Hypothesis 3: Expansion of the monthly membership revenue base.
24-hour gyms are primarily based on monthly memberships, and as members accumulate, they become a stable revenue base.
Hypothesis 4: Transition to multi-brand and multi-format operations.
Women-only personal training, Pilates, 24-hour gyms, and trainer education. This case could be positioned as a turning point for the company to move from a single-brand entity to a comprehensive fitness corporation.
When you line up both companies like this, you can see that their strengths do not overlap but rather form a clean complementary relationship. VALX handles the brand, products, media, and marketing, while Fit Crew handles store operations, human resource development, and multi-store expansion. From public information, one can infer the possibility that such a division of roles is being envisioned.
Not a 'withdrawal' but a 'shift in growth phase'
I will organize the analysis so far from a broader perspective.
As an M&A financial advisor, I do not view this transaction as a mere exit-style business sale. Rather, it is a transition from the first stage of building a business model in-house to a second stage of aiming for nationwide expansion by partnering with a listed company that excels in operations.Not a disposal of business, but a 'shift in growth phase'.That is how I read it.
This illustrates an important principle when considering M&A.
The fact that a business is good and the fact that the current company is the optimal operator for that business are separate issues.
For VALX, while the gym business is important as a brand experience hub, it was a business that required different capital and organizational capabilities than D2C. For Fit Crew, it can become a core business that maximizes their store operational strengths. Even with the same 5 stores, the future that can be envisioned changes depending on who operates them.
This perspective of 'reallocation to the optimal owner' is a point I also wrote about when analyzing the case where Benesse transferred the University of Tokyo preparatory school 'Tekiryukai,' which it had owned for about 19 years, to Hulic.
▶ Despite the declining birthrate, why is the University of Tokyo preparatory school 'Tekiryukai' worth tens of billions of yen? — Hulic's goal of a 'genius-nurturing building' and the accelerating capital restructuring of the education industry
https://note.com/hanseatic_league/n/nb875b38f069a
Also, the design of using M&A as a means for growth and sharing growth after the sale through capital relationships is similar to the case where Salowin, which could have aimed for an IPO, chose a 100% sale to Hulic. M&A can be an option for growth, not just an exit for a company that has hit a dead end. I am paying attention to this case as one that follows that lineage.
▶ Hulic makes Salowin a 100% subsidiary — The M&A chosen by a company that could have aimed for an IPO, and the 'first call' held by the buyer
https://note.com/hanseatic_league/n/nf3aaef22c3b6
Conclusion — What is VALX leaving behind, and what is it entrusting?
Let me summarize.
What is being discussed for transfer this time is not the company VALX, nor the protein business. It is the gym business called VALX GYM. And VALX is not simply letting go of the business, but by combining capital and business alliances with the consideration of stock acquisition,it appears to be designing a structure where the brand and products remain in-house, store operations are entrusted to a listed company strong in multi-store expansion, and there is a possibility of continuing to participate in its growth through capital.This is the move chosen for the next stage of growth by a 'manager x expert influencer' type brand company that started as a web production firm and grew to the point of changing its company name to its brand name. I believe this is the essence of this case.
However, this case is still at the basic agreement stage. The transfer price, brand usage conditions, whether or not stock will be acquired, and future store opening policies have not been clarified. I will continue to pay attention to what kind of role division will be indicated in the final contract.
Finally, I have a question I would like to ask you all. If you were a manager who had nurtured both a strong brand and a store business, which would you choose?
A. Keep store operations in-house and expand everything yourself
B. Focus on the brand and products, entrust operations to a specialized company, and share growth through capital relationships
I think there is logic to both, and the answer changes depending on the nature of the business and management resources. Please let me know your opinions from your perspective in the comments.
※ This article is the author's analysis and personal opinion based on public information, and there is no intention to criticize any specific company or related parties. The facts in the article are based on each company's press releases, timely disclosures, official websites, and various public reports, but I have not received specific information from the parties involved. This case is at the basic agreement stage as of July 2026, and the transfer price, details of the capital alliance, and whether or not stock will be acquired are unannounced. Descriptions regarding the aims and synergies of both companies are the author's hypotheses inferred from public information. I am not an FA or other related party to this case. The content is based on information as of July 2026.
【Reference Materials】
・VALX Co., Ltd. Press Release (July 16, 2026), Official Website (Company History, Business Segments, VALX GYM Store List)
・Fit Crew Co., Ltd. Timely Disclosure (July 15, 2026), Official Website
・M&A Online and various other public reports
Hanseatic Advisors Co., Ltd.
Representative Director Takamasa Fukushima
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