Worth reading
86Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
19.61
% (dilution rate relative to the total number of issued shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 7th, 8th and 9th Series stock acquisition rights through a third-party allotment
Who receives how much
7th Series stock acquisition rights 100,000 shares (1,000 rights, 100 shares per right) / 8th series of stock acquisition rights 200,000 shares (2,000 rights, 100 shares per right) / 9th series of stock acquisition rights 350,000 shares (3,500 rights, 100 shares per right) / Total 650,000 shares
マイルストーン・キャピタル・マネジメント株式会社650,000 shares (potential shares)
The lower thin line represents the existing number of shares to which these shares will be added.
7th Series stock acquisition rights ¥1,900 per right / 8th series of stock acquisition rights ¥630 per right / 9th series of stock acquisition rights ¥100 per right
Total issue value
¥3,510,000
Amount of funds to be raised
Total payment amount ¥1,413,510,000 (¥3,510,000 from the issuance of the stock acquisition rights and ¥1,410,000,000 from the exercise of the stock acquisition rights) / Estimated net proceeds ¥1,400,090,000
Estimated issuance expenses
¥13,420,000 (¥3,000,000 for the valuation of the stock acquisition rights, ¥500,000 in registration-related expenses and ¥9,920,000 in other expenses)
Specific use of funds
Investment in AI, blockchain and emerging infrastructure technologiesAmount ¥750 million / Scheduled timing of expenditures September 2026 to June 2028
Costs related to establishing and operating a base in Hong KongAmount ¥230 million / Scheduled timing of expenditures August 2026 to December 2026
Costs related to the research and development of new solutions for next-generation financial educationAmount ¥300 million / Scheduled timing of expenditures July 2026 to June 2028
Costs related to the development, preparation and operation of AI and blockchain infrastructure businesses other than those described in ① and ② aboveAmount ¥120 million / Scheduled timing of expenditures July 2026 to June 2028
Existing Shares and Increase
+19.61%Rate of increase
3,314,900 shares3,964,900Shares
19.61% (20.12% based on the number of voting rights)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Terms of the stock acquisition rights
Exercise price
¥1,250 for the 7th Series, ¥2,050 for the 8th Series and ¥2,500 for the 9th Series. Adjustment provisions apply to the exercise prices. The minimum exercise price is Not disclosed.
Exercise period
Start Date 31 July 2026 / End date 30 July 2028 (or the preceding bank business day if this is not a bank business day)
Number of Stock Acquisition Rights
Total number issued 6,500 rights (1,000 rights for the 7th Series, 2,000 rights for the 8th Series and 3,500 rights for the 9th Series) / Unexercised balance 6,500 rights as of the issuance date
Reason for acquisition without consideration
After 6 months have elapsed from the allotment date, the Company may acquire all or part of the remaining rights at the same price as the issue price if its board of directors resolves to do so and the Company gives notice or makes a public announcement at least 20 business days before the acquisition date.
Offering structure
Major shareholders after the offering
The major shareholders and their shareholding ratios after the offering are not disclosed because the proposed allottee does not intend to hold the shares for the long term and plans to sell them in the market.
Intended allottee's holding policy
There are no specific arrangements. The investment is made solely to enhance corporate value, and the policy is to sell the common shares acquired through exercise while taking market trends into consideration.
Payment date
31 July 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The exercise prices were set at ¥1,250 for the 7th Series, ¥2,050 for the 8th Series and ¥2,500 for the 9th Series, with reference to the closing price of ¥868 on 14 July 2026. The disclosure also states the percentage deviations from the average closing prices over 1-month, 3-month and 6-month periods, which are premium or deviation rates rather than discount rates.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, the Company determined that it was unnecessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange Listing Regulations. The 3 Audit & Supervisory Board Members expressed the opinion, based on the valuation by the independent valuation institution and other factors, that the issuance was not on particularly advantageous terms.
Most recent equity financing
Timing 28 March 2024 / Type Public offering (upon initial listing) / Amount ¥666,200,000
Impact on Business Performance
The impact on results for the fiscal year ending June 2027 will be minor. If the Company conducts its business in accordance with the stated uses of funds after payment and exercise and this affects its results, it will disclose the matter immediately.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 7th, 8th and 9th Series stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | 7th Series stock acquisition rights 100,000 shares (1,000 rights, 100 shares per right) / 8th series of stock acquisition rights 200,000 shares (2,000 rights, 100 shares per right) / 9th series of stock acquisition rights 350,000 shares (3,500 rights, 100 shares per right) / Total 650,000 shares |
| Issue price and disposal price | 7th Series stock acquisition rights ¥1,900 per right / 8th series of stock acquisition rights ¥630 per right / 9th series of stock acquisition rights ¥100 per right |
| Total issue value | ¥3,510,000 |
| Amount of funds to be raised | Total payment amount ¥1,413,510,000 (¥3,510,000 from the issuance of the stock acquisition rights and ¥1,410,000,000 from the exercise of the stock acquisition rights) / Estimated net proceeds ¥1,400,090,000 |
| Estimated issuance expenses | ¥13,420,000 (¥3,000,000 for the valuation of the stock acquisition rights, ¥500,000 in registration-related expenses and ¥9,920,000 in other expenses) |
| Specific use of funds | Details Investment in AI, blockchain and emerging infrastructure technologies / Amount ¥750 million / Scheduled timing of expenditures September 2026 to June 2028, Details Costs related to establishing and operating a base in Hong Kong / Amount ¥230 million / Scheduled timing of expenditures August 2026 to December 2026, Details Costs related to the research and development of new solutions for next-generation financial education / Amount ¥300 million / Scheduled timing of expenditures July 2026 to June 2028, Details Costs related to the development, preparation and operation of AI and blockchain infrastructure businesses other than those described in ① and ② above / Amount ¥120 million / Scheduled timing of expenditures July 2026 to June 2028 |
| Payment date | 31 July 2026 |
| Intended allottee | Name マイルストーン・キャピタル・マネジメント株式会社 / Number of Shares 650,000 shares (potential shares) |
| Intended allottee's holding policy | There are no specific arrangements. The investment is made solely to enhance corporate value, and the policy is to sell the common shares acquired through exercise while taking market trends into consideration. |
| Dilution Rate | 19.61% (20.12% based on the number of voting rights) |
| Total number of issued shares | 3,314,900 shares → 3,964,900 shares (if all of these stock acquisition rights are exercised)（19.61％） |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The exercise prices were set at ¥1,250 for the 7th Series, ¥2,050 for the 8th Series and ¥2,500 for the 9th Series, with reference to the closing price of ¥868 on 14 July 2026. The disclosure also states the percentage deviations from the average closing prices over 1-month, 3-month and 6-month periods, which are premium or deviation rates rather than discount rates. |
| Exercise price | ¥1,250 for the 7th Series, ¥2,050 for the 8th Series and ¥2,500 for the 9th Series. Adjustment provisions apply to the exercise prices. The minimum exercise price is Not disclosed. |
| Exercise period | Start Date 31 July 2026 / End date 30 July 2028 (or the preceding bank business day if this is not a bank business day) |
| Number of Stock Acquisition Rights | Total number issued 6,500 rights (1,000 rights for the 7th Series, 2,000 rights for the 8th Series and 3,500 rights for the 9th Series) / Unexercised balance 6,500 rights as of the issuance date |
| Reason for acquisition without consideration | After 6 months have elapsed from the allotment date, the Company may acquire all or part of the remaining rights at the same price as the issue price if its board of directors resolves to do so and the Company gives notice or makes a public announcement at least 20 business days before the acquisition date. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and there will be no change in the controlling shareholder, the Company determined that it was unnecessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange Listing Regulations. The 3 Audit & Supervisory Board Members expressed the opinion, based on the valuation by the independent valuation institution and other factors, that the issuance was not on particularly advantageous terms. |
| Most recent equity financing | Timing 28 March 2024 / Type Public offering (upon initial listing) / Amount ¥666,200,000 |
| Major shareholders after the offering | The major shareholders and their shareholding ratios after the offering are not disclosed because the proposed allottee does not intend to hold the shares for the long term and plans to sell them in the market. |
| Impact on Business Performance | The impact on results for the fiscal year ending June 2027 will be minor. If the Company conducts its business in accordance with the stated uses of funds after payment and exercise and this affects its results, it will disclose the matter immediately. |
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To secure funding for growth investments, including investment in emerging infrastructure technologies such as AI and blockchain, the establishment and operation of a base in Hong Kong, and the research and development of solutions for next-generation financial education. Another reason is to enable staged and flexible fundraising in line with funding needs and market conditions through the exercise permission clause.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.