Exhibit 10.7

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “Agreement” or the “SHA”) is made as of 24 February 2026 by and between:

HIDAKA HOLDINGS (2008) CO., LTD., a company incorporated under the laws of Thailand, having corporate registration number 0115551009709, with its registered office at 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand (“HIDAKA”); and

KOEI JAPAN CO., LTD., a company incorporated under the laws of Japan, having corporate registration number 020001034739, with its registered office at 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan (“KOEI”).

Each a “Party” and, collectively, the “Parties”.

RECITALS:

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

The capitalized terms used in this Agreement shall have the following meanings.

“Accession Agreement” means the document in the form and in the substance as set forth in Schedule 2.

“Affiliate” means in relation to a person, any person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, the first person.

“Applicable Law” means all legally binding laws, statutes, regulations, subordinate legislation, by-laws, orders and decrees of any Governmental Authority, and any judgments, decisions and injunctions of any court or tribunal, in each case having jurisdiction over the matter in question.

“AOA” means the articles of association of the Company, as amended from time to time.

“Board” means the board of directors of the Company.

“Board Reserved Matters” means matters set forth in Part 1 of Schedule 1.

“Budget and Business Plan” shall have the meaning given to it in Clause 5.8.

“Business” means (a) the conduct in Thailand of IT asset disposition (ITAD) activities covering, without limitation: collection/receipt, storage, sorting, testing and grading of used electronic and IT equipment; secure data erasure and/or destruction, refurbishment, repair and parts replacement, redeployment and remarketing/resale, lease-return processing, harvesting of reusable components and materials, and environmentally sound end-of-life processing; (b) other recycling activities mutually agreed by the Parties from time to time; (c) any other businesses as approved from time to time by the meeting of the Shareholders in accordance with the terms of this Agreement; and (d) ancillary services reasonably necessary for the foregoing.

“Business Day” means a day other than a Saturday, Sunday or public holiday on which commercial banks are generally open for normal business in Thailand.

“Chairperson” means the chairperson of the Board.

“Change of Control” shall have the meaning given to it in Clause 13.1.

“Company” means a company incorporated under the laws of Thailand having the registration number 0205567002627, the name of which shall be changed to Hidaka Koei (Thailand) Co., Ltd..

“Confidential Information” means the contents of this Agreement, any and all information regarding the customers, business, assets, knowhow, affairs of the Company or the other Shareholders, or information otherwise received from or in connection with any of the transactions contemplated by or further to the negotiations hereof. For the avoidance of doubt, the Confidential Information shall not include any information in the public domain or any information already known to the third party (as evidenced in writing) by the relevant third party prior to disclosure.

“Control” means possession, directly or indirectly, of the power to direct management and policies through ownership of voting securities or otherwise and includes (a) ownership directly or indirectly of more than 50% of the shares in issue or other equity interests of such person, or (b) possession directly or indirectly of more than 50% of the voting power of such person.

“Deadlock” shall have the meaning given to it in Clause 10.1.

“Deadlock Call Option” shall have the meaning given to it in Clause 10.3.

“Deadlock Call Option Notice” shall have the meaning given to it in Clause 10.3.

“Deadlock Consultation Period” shall have the meaning given to it in Clause 10.2.

“Default” shall have the meaning given to it in Clause 13.1.

“Default Call Option Shares” shall have the meaning given to it in Clause 13.2.

“Default Notice” shall have the meaning given to it in Clause 13.2.

“Default Put Option Shares” shall have the meaning given to it in Clause 13.2.

“Defaulting Party” shall have the meaning given to it in Clause 13.1.

“Director” means any director or directors of the Company from time to time.

“Effective Date” means the date on which closing occurs under the Share Sale and Purchase Agreement dated 19 December 2025 entered into by and between the Parties.

“Encumbrance” means any mortgage, pledge, lien, option, right to acquire, assignment by way of security, or any other security interest of any kind, including retention arrangements and any agreement to create any of the foregoing.

“Event of Default” shall have the meaning given to it in Clause 13.1.

“Fiscal Year” shall have the meaning given to it in Clause 7.6.

“Force Majeure” means acts beyond the affected Party’s reasonable control, including, without limitation, the following events that frustrates such Party’s ability to perform its obligations: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) Governmental Authority order or law; (v) actions, embargoes or blockades in effect on or after the date of this Agreement; (vi) action by any Governmental Authority; (vii) national or regional emergency; (viii) strikes, labor stoppages or slowdowns or other industrial disturbances; (ix) epidemic, pandemic or similar influenza or bacterial infection that may cause global outbreak, or pandemic, or serious illness; (x) declaration by a Thai Governmental Authority of a state of emergency; (xi) shortage of power or transportation facilities; and (xii) other similar events beyond the reasonable control of the affected Party.

“Governmental Authority” of any country or sub-division thereof means any governmental, semi-governmental or judicial entity or authority (including tax authorities such as the Revenue Department of Thailand) and includes a self-regulatory organization.

“MOA” means the memorandum of association of the Company, as amended from time to time.

“Negative Party” shall have the meaning given to it in Clause 14.2.

“Net Asset Value” means the defined net asset value, calculated as the disparity between (a) the total value of the Company’s assets (on an unconsolidated basis) derived from the most recent audited financial statements and (b) the total value of the Company’s liabilities (on an unconsolidated basis) based on the latest audited financial statements.

“Non-Defaulting Party” shall have the meaning given to it in Clause 13.1.

“Ordinary General Meeting” shall have the meaning given to it in Clause 6.1.

“Positive Party” shall have the meaning given to it in Clause 14.2.

“ROFR Notice” shall have the meaning given to it in Clause 9.2.

“ROFR Exercise Period” shall have the meaning given to it in Clause 9.2.

“ROFR Shares” shall have the meaning given to it in Clause 9.2.

“Sale Shares” shall have the meaning given to it in Clause 10.3.

“Share” means any ordinary shares in the registered capital of the Company from time to time having the rights and benefits and being subject to the restrictions and limitations assigned to them as set forth in the constitutional documents and this Agreement.

“Shareholders” means the shareholders of the Company.

“Shareholders Reserved Matters” means matters set forth in Part 2 of Schedule 2.

“TAI” means the Thai Arbitration Institute, Office of the Judiciary.

“THB” means Thai Baht, the lawful currency of the Kingdom of Thailand.

“TFRS” means the Thai Financial Reporting Standards issued by the Federation of Accounting Professions, as amended.

In this Agreement, unless the context indicates otherwise:

2. EFFECTIVENESS

This Agreement shall become legally valid and effective upon the Effective Date and shall remain in full force and effect until terminated in accordance with its terms.

3. THE COMPANY

The Shares of the Company shall be ordinary shares.

The shareholding structure of the Company shall be HIDAKA 49%, KOEI 49%, and one (1) Thai national or Thai entity designated by KOEI (the “Third Shareholder”) holding 2%.

As soon as practicable after the Effective Date, the Parties shall procure that the AOA shall be amended to reflect the terms of this Agreement and as so amended shall be registered with the Department of Business Development, the Ministry of Commerce, to the extent permitted by Applicable Law. If any provision of this Agreement is not incorporated into the AOA, the provisions of this Agreement shall take precedence, in the extent of Applicable Law.

4. BUSINESS OF THE COMPANY

As soon as practicable after the Effective Date, the following agreements shall be executed, with commercial terms and fees to be agreed separately:

5. BOARD

The Company shall be managed by the Board in accordance with the provisions of the AOA, this Agreement, and Applicable Law.

The Board shall have responsibility for the overall direction, supervision, and management of the Company and the Business, except for those matters that require a resolution of the Shareholders’ meeting under Applicable Law.

The appointment of the Directors shall take place in the meeting of the Shareholders. The number and composition of the Board shall be in accordance with the provisions set forth below.

The Parties, in their capacity as the Shareholders, agree to vote to ratify the appointment or removal of Directors in accordance with the rights of each Party under items (a) and (b) above.

It is agreed that the Third Shareholder shall have no right to nominate any Director.

The Directors are not entitled to remuneration unless they concurrently serve as employees of the Company or unless agreed otherwise by the Shareholders.

Each of the Directors shall be authorized to singly sign with the company seal affixed to bind the Company.

The President, who shall be responsible for the day-to-day management and operations of the Company in accordance with the Budget and Business Plan, shall be nominated by KOEI and appointed by the Board.

The Board meetings shall be held physically at the Company’s registered office or any other place as may be determined by the Parties; or by electronic means permitted under Applicable Law, provided that all participating Directors are able to correspond with one another without requiring physical presence. In all cases, the attendance of the Directors at a meeting shall be sufficient to form a quorum and shall comply with the requirements under Applicable Law and the AOA.

A quorum for any meeting of the Board shall require the presence of at least two (2) Directors in person, provided that at least one (1) Director nominated by KOEI and at least one (1) Director nominated by HIDAKA shall be present in person at the meeting.

At any meeting of the Board, each Director shall have one (1) vote, and all resolutions of the Board meeting shall be adopted by a simple majority of all Directors present at the meeting. However, the Board Reserved Matters shall require affirmative votes by at least one (1) Director nominated by KOEI and one (1) Director nominated by HIDAKA.

6. SHAREHOLDERS’ MEETING

A general meeting of Shareholders of the Company shall be held at least once in every twelve (12) months. Such general meeting shall be called an “Ordinary General Meeting” and all other general meetings are called “Extraordinary General Meetings”. The Board may summon general meetings whenever it sees fit or when required by the Applicable Law.

A general meeting of the Shareholders shall be held physically at the Company’s registered office or any other place as otherwise determined by the Parties; or by electronic means permitted under Applicable Law, provided that all participating Shareholders are able to correspond with one another without requiring physical presence. In all cases, the attendance of the Shareholders at a meeting shall be sufficient to form a quorum and shall comply with the requirements under Applicable Law and the AOA.

Written notice of any general meeting of the Shareholders shall be served or transmitted in accordance with the Applicable Law at least seven (7) days prior to the scheduled date of a meeting convened to pass an ordinary resolution; and at least fourteen (14) days prior to the scheduled date of the meeting convened to pass a special resolution.

A quorum for a meeting of Shareholders and any adjourned meetings shall require the presence of two (2) Shareholders in person or by proxy, holding shares in the Company representing more than 50% of the total shares issued of the Company.

7. BOOKS, ACCOUNTS AND RECORDS

The Parties agree that the Company shall prepare and maintain accurate records in relation to the operations, finances and accounts of the Company in the book and account maintained in a form sufficient to show and explain its transactions and, in this connection, shall maintain such records as fairly represent the costs, revenue and financial position of the Company’s business and in accordance with the TFRS, and the requirements of the applicable laws of Thailand.

The Parties agree that the Board shall cause the audited financial statements, including the balance sheet and the profit and loss statement, to be prepared at least once in every twelve (12) months in accordance with Applicable Law, and to be submitted for consideration by the general meeting of the Shareholders within four (4) months from the end of each Fiscal Year.

The Company shall, upon reasonable request of any Party for group consolidation purposes, provide, in a timely manner, a consolidation reporting package (including mapping and policy adjustments) without preparing standalone financial statements any GAAP other than under TFRS; incremental external costs shall be borne by the requesting Party unless budgeted.

The Parties agree that the Board shall cause minutes of all proceedings and resolutions of all meetings of the Shareholders and the Board to be duly entered in the minute book which shall be kept at the registered office of the Company. Any such minutes signed by the Chairperson of the meeting at which such resolution were passed or proceedings were conducted, or by the Chairperson of the next succeeding meeting, are presumed correct evidence of the matters contained therein, and all resolutions and proceedings of which minutes have been made are presumed to have been duly passed.

An auditor shall be nominated and appointed by the Board and approved by the resolution of an Ordinary General Meeting of the Shareholders to audit the financial statements of the Company. A retiring auditor is eligible for re-election.

Any Director and/or Shareholder of the Company shall have reasonable access to the books of account and records of the Company and the audited financial statements and to make extracts or copies therefrom during business hours of the Company upon the reasonable request of such Director and/or Shareholder. The Company shall furnish the Parties with a copy of its audited balance sheet and profit and loss statement in English at the Parties’s request.

The fiscal year of the Company, unless otherwise determined by a meeting of the Shareholders, will commence on 1 January and end on 31 December (the “Fiscal Year”).

The Parties shall have the right to conduct operational audits of the Company. the Parties may examine any documents and/or records relating to the Company at any reasonable time during the Company’s working hours. For any request for a search report which is required within a reasonable period from the Parties, the Company shall furnish the Parties with it accordingly. The Company shall, at the request of the Parties, supply information and investigation report as requested to the extent reasonable.

8. DIVIDEND POLICY

Subject to Applicable Laws, the Parties agree that the Company shall distribute its profits (after tax) as dividends, taking into account the Company’s financing commitments and working capital position required for the Company’s future plans and growth, as soon as practicable and, in any event, no later than the period specified in the Applicable Laws.

9. TRANSFER OF SHARES

No Shareholder may sell, dispose of, transfer, give, pledge, assign rights, or create any encumbrance in any manner over its Shares without the prior written approval of the other Party.

Where prior written approval has been granted for the sale or transfer of Shares pursuant to Clause 9.1 (the “ROFR Shares”), the non-transferring Party shall have the right to purchase the ROFR Shares on the same terms and conditions as those offered by the transferring Party to a third party. The transferring Party shall deliver a written notice specifying the number of Shares, the proposed transferee, and all material terms of the proposed transfer (including the price and payment terms) (the “ROFR Notice”).

Within sixty (60) Business Days after receipt of the ROFR Notice (the “ROFR Exercise Period”), the non-transferring Party shall be entitled to exercise its right, by delivering a written notice, to purchase all (but not less than all) of the ROFR Shares on such terms.

If the non-transferring Party does not wish to exercise its right to purchase all (but not less than all) of the ROFR Shares on such terms, it may, within the ROFR Exercise Period, deliver a written notice to the transferring Party expressly waiving such right.

If the non-transferring Party exercises its right by delivering a written notice within the ROFR Exercise Period, the transferring Party shall sell the ROFR Shares to the non-transferring Party on the same terms and conditions as those offered by the transferring Party to the third party.

Completion of the transfer shall take place within thirty (30) Business Days after delivery of such written notice, or on such other date as the Parties may agree in writing.

If the non-transferring Party expressly waives its right or fails to exercise its right within the ROFR Exercise Period, it shall be deemed to have irrevocably waived its right to purchase the ROFR Shares, and such waiver or failure shall not be deemed approval of the proposed sale or transfer of the ROFR Shares.

Notwithstanding preceding clauses, the following transfers of Shares may be made with thirty (30) days prior written notice to HIDAKA:

Notwithstanding the preceding clauses, no Shares shall be transferred to any third party falling under any of the following categories, provided that in cases where applicability is unclear, the Parties shall discuss and determine in good faith:

Any transferor under this Clause 9 shall procure that the transferee assumes all rights and obligations of the transferor and shall have executed and delivered to the other Shareholders an Accession Agreement, substantially in the form of Schedule 2.

Any transfer of Shares of the Company in violation of this Clause 9 shall be deemed non-binding for the Company and shall be denied registration in the Company’s share register book.

10. DEADLOCK

The date on which such second consecutive meeting of the Shareholders or the Board, as the case may be, is held shall be deemed the date on which the Deadlock has occurred.

If any Governmental Authority issues a written assessment, order or direction (which is final, legitimate and non-appealable) requiring an adjustment to the purchase price for compliance with Applicable Law, the Parties shall adjust such price accordingly and settle any difference within thirty (30) Business Days after such requirement becomes effective.

11. NON-COMPETITION AND NON-SOLICITATION

12. CONFIDENTIALITY

13. DEFAULT

A Party (the “Defaulting Party”) shall be in default (the “Default”) under this Agreement (each, an “Event of Default”) if a Defaulting Party:

For the purposes of this Clause, “Change of Control” occurs if a person who controls a corporate body ceases to control it or if any person acquires Control of such corporate body.

Upon the occurrence of a Default and upon the Non-Defaulting Party becoming aware of the Default, the Non-Defaulting Party shall have the right, by serving a written notice to the Defaulting Party (the “Default Notice”) within sixty (60) days upon the acknowledgement of such Default, in order to:

If any Governmental Authority issues a written assessment, order or direction (which is final, legitimate and non-appealable) requiring an adjustment to the purchase price for compliance with Applicable Law, the Parties shall adjust such price accordingly and settle any difference within thirty (30) Business Days after such requirement becomes effective.

14. DISSOLUTION

The Parties shall cooperate to dissolve the Company if any of the following events occur:

A Party (the “Positive Party”) may request the other Party (the “Negative Party”) to dissolve the Company if any of the following events has occurred:

If an agreement for dissolution is unable to be reached due to opposition of the Negative Party, the Negative Party shall purchase, or cause a third party to purchase, the Shares owned by the Positive Party. The purchase price for such Shares shall be the Net Asset Value per Share multiplied by the number of such Shares.

In the event that the Company is dissolved, in whatsoever cases, due to the reason that HIDAKA ceases from being the Shareholder of the Company, and if requested by KOEI, HIDAKA agrees to continue renting out the Company the land and/or factory set forth in Clause 4.3 at the agreed rental rate, provided that (i) such rental shall reflect the prevailing economic conditions, thereby ensuring the continuation of the Company’s operations; and (ii) the renting period shall be until the dissolution and liquidation process is completed.

15. TERM OF AGREEMENT AND TERMINATION

16. SPECIFIC PERFORMANCE

In the event that a Party fails to abide by the provisions of this Agreement, the other Party may commence an action against such Party to obtain any legal remedy available, including but not limited to an award of contractual damage and/or specific performance.

17. MISCELLANEOUS

(i) If to HIDAKA:

HIDAKA HOLDINGS (2008) CO., LTD., a company incorporated under the laws of Thailand, having its registered office at

Address: 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand

Attention: Mr. Takahiko Hishiyama

Email: hishiyama-t@hidakayookoo.co.th

(ii) If to KOEI:

KOEI JAPAN CO., LTD.,

Address: 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan

Attention: Mr. Masanori Tategami

Email: tategami_masanori@koei-j.co.jp

This Agreement, together with any documents referred to in it, constitute the entire agreement between the Parties and supersede all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.

No amendment to this Agreement shall be effective unless it is in writing and signed by the Parties.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement.

If any provision of this Agreement or any part of such provision is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part shall be deemed deleted. Any modification to or deletion of a provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of Thailand.

If any dispute, controversy or claim of whatever nature arises under, out of or in connection with this Agreement, either Party may notify the other Party in writing and the Parties shall use all reasonable endeavors to resolve the matter amicably within thirty (30) days from the earliest date of such notification by any Party, failing which such Party may refer the matter to arbitration before the Thai Arbitration Institute, Office of the Judiciary (the “TAI”) in accordance with its arbitration rules (the “Rules”). The arbitration proceedings shall take place in Bangkok, Thailand. The arbitration tribunal shall consist of three (3) arbitrators. Each Party shall appoint one arbitrator, within thirty (30) days after either Party has given notice to the other of its desire to commence arbitration. If either Party fails or refuses to appoint its arbitrator within the specified time period, the other Party may request the TAI to appoint the arbitrator on behalf of the defaulting Party in accordance with the Rules. The two (2) appointed arbitrators by each Party shall, within thirty (30) days of the appointment of the second arbitrator, jointly appoint the third arbitrator, who shall act as the presiding arbitrator of the panel. If the two appointed arbitrators fail to appoint the third arbitrator within the specified time period, the third arbitrator shall be appointed by the TAI in accordance with its Rules. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized person thereunder:

HIDAKA HOLDINGS (2008) CO., LTD.

KOEI JAPAN CO., LTD.

SCHEDULE 1

RESERVED MATTERS

Part 1: Board Reserved Matters

Part 2: Shareholders Reserved Matters

SCHEDULE 2

FORM OF ACCESSION AGREEMENT

[Date]

[Name of the non-transferring Party]

[Address]

Dear Sirs,

Re: Accession to the Shareholders Agreement

The undersigned, [Name of the Transferee] (the “Transferee”) is the transferee of [●] shares in the Company, share numbers [●] (the “Transferred Shares”). Unless expressly otherwise defined herein, the capitalized terms used herein shall have the same meaning as prescribed in the Shareholders Agreement of the Company dated [*] 2026 (the “Shareholders Agreement”).

Sincerely yours,

([Name of the Transferee])