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Share Issuance and Disposal186AAstroscale Holdings Inc.Information and Communications, Services and Others

Notice Regarding the Determination of the Terms and Other Conditions for the Issuance of 2029 Euro-Yen Convertible Bonds through an International Offering, and New Shares and Series 1 Unsecured Convertible Bonds through a Third-Party Allotment

The terms and conditions, including the conversion price and issue price of the new shares, have been finalized for the CBs through the international offering, the new shares through third-party allotments to Hulic Co.,Ltd. and スカパーJSAT株式会社, and the CBs through a third-party allotment to Hulic Co.,Ltd., which were resolved on the previous day. A total of 2,486,800 new shares will be issued at ¥1,729 per share.

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Details of issuance or disposal

2029-maturity Euro-yen convertible bonds with stock acquisition rights through an international offering, Issuance of new shares by third-party allotment, Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment

Who receives how much

2,486,800 new shares (2,024,200 shares to Hulic Co.,Ltd. and 462,600 shares to スカパーJSAT株式会社)

Hulic Co.,Ltd.2,024,200 new shares and ¥16.3 billion of CBs through the third-party allotment
スカパーJSAT株式会社462,600 new shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

New shares: ¥1,729 per share, CBs through the international offering: Not disclosed, CBs through the third-party allotment: ¥100 per ¥100 of principal amount
Total issue value

New shares: ¥4,299,677,200, CBs through the international offering: ¥10 billion aggregate principal amount, CBs through the third-party allotment: ¥16.3 billion aggregate principal amount

Amount of funds to be raised
The breakdown of the total payment amount and the estimated net proceeds is Not disclosed. Approximate total net proceeds: ¥29,999 million.
Specific use of funds
Expansion of production facilities. Capital expenditures primarily to expand the production facilities of 株式会社アストロスケール and Astroscale Ltd, consolidated subsidiaries engaged in the on-orbit services businessAmount ¥4,000 million (¥2,000 million for the fiscal year ending April 2027, ¥1,500 million for the fiscal year ending April 2028, and ¥500 million for the fiscal year ending April 2029) / Scheduled timing of expenditures Fiscal years ending April 2027, April 2028, and April 2029
Capital expenditures to maintain and expand the functions of existing facilitiesAmount ¥3,000 million (¥1,000 million for each of the fiscal years ending April 2027, April 2028, and April 2029) / Scheduled timing of expenditures Fiscal years ending April 2027, April 2028, and April 2029
Manufacturing costs for LEXI-P, a life-extension service satellite being developed by Astroscale U.S. Inc.Amount ¥7,000 million / Scheduled timing of expenditures Fiscal year ending April 2027
Working capital, including personnel expenses and other operating expenses related to projects of the GroupAmount ¥15,999 million (¥10,000 million for the fiscal year ending April 2027 and ¥5,999 million for the fiscal year ending April 2028) / Scheduled timing of expenditures Fiscal years ending April 2027 and April 2028
Existing Shares and Increase
+1.83%Rate of increase
135,905,600 shares138,392,400Shares

1.83% for the new shares only; 5.33% for the potential shares underlying the CBs through the third-party allotment, 3.27% for the CBs through the international offering, and 10.59% for the new shares and both CBs combined

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
Conversion price: ¥2,208. The presence of adjustment provisions and the adjustment floor are Not disclosed.
Exercise period
From 19 June 2026 to 22 May 2029 (subject to restrictions in the event of early redemption or other circumstances)
Number of Stock Acquisition Rights
The total number issued and the number of unexercised rights are Not disclosed.
Offering structure
Major shareholders after the offering
Name Okada Mitsunobu (岡田光信) / Shareholding ratio 16.56%Name Hulic Co.,Ltd. / Shareholding ratio 8.72%Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 3.26%Name 株式会社グーニーズ / Shareholding ratio 2.55%Name CEPLUX-THE INDEPENDENT UCITS PLATFORM 2(常任代理人シティバンク、エヌ・エイ東京支店) / Shareholding ratio 2.53%Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 2.48%Name ASエースタート1号投資事業有限責任組合 / Shareholding ratio 1.97%Name Mitsubishi Electric Corporation / Shareholding ratio 1.77%Name スペース・エースタート1号投資事業有限責任組合 / Shareholding ratio 1.73%Name 日本グロースキャピタル投資法人 / Shareholding ratio 1.68%
Intended allottee's holding policy
It has been confirmed that the prospective allottees intend to hold the shares acquired through this third-party allotment over the medium to long term. The policy regarding the CBs is Not disclosed.
Payment date
5 June 2026 (the same date for both the new shares and the CBs)
Basis for determining the amount to be paid
The issue price of the new shares is ¥1,729, representing 90.05% of the closing price of ¥1,920 on 20 May 2026. This represents premiums of 7.59% over the average closing price of ¥1,607 for the preceding one month, 37.88% over the average of ¥1,254 for the preceding three months, and 67.21% over the average of ¥1,034 for the preceding six months. The conversion price of the CBs is ¥2,208, representing a 15.00% premium to the closing price of ¥1,920 on the same date.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from all 4 corporate auditors, including 3 outside corporate auditors, that the payment amount for the new shares was not particularly favorable and was lawful. With respect to the CBs through the third-party allotment, all corporate auditors unanimously opined that the terms were not particularly favorable and were lawful.
Most recent equity financing
2029-maturity Euro-yen CBs through an international offering resolved on 19 May 2026, with an aggregate principal amount of ¥10 billion, Series 1 unsecured CBs through a third-party allotment to Hulic Co.,Ltd. resolved on 19 May 2026, with an aggregate principal amount of ¥16.3 billion, New shares through third-party allotments to Hulic Co.,Ltd. and スカパーJSAT株式会社 resolved on 19 May 2026, totaling 2,486,800 shares with an aggregate issue price of ¥4,299,677,200
Impact on Business Performance
The Company aims to expand earnings and improve profitability through increased orders resulting from the expansion of production facilities, thereby enhancing corporate value over the medium to long term and ultimately increasing shareholder value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposal2029-maturity Euro-yen convertible bonds with stock acquisition rights through an international offering, Issuance of new shares by third-party allotment, Issuance of First Series Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment
Number of shares to be issued or disposed of2,486,800 new shares (2,024,200 shares to Hulic Co.,Ltd. and 462,600 shares to スカパーJSAT株式会社)
Issue price and disposal priceNew shares: ¥1,729 per share, CBs through the international offering: Not disclosed, CBs through the third-party allotment: ¥100 per ¥100 of principal amount
Total issue valueNew shares: ¥4,299,677,200, CBs through the international offering: ¥10 billion aggregate principal amount, CBs through the third-party allotment: ¥16.3 billion aggregate principal amount
Amount of funds to be raisedThe breakdown of the total payment amount and the estimated net proceeds is Not disclosed. Approximate total net proceeds: ¥29,999 million.
Specific use of fundsDetails Expansion of production facilities. Capital expenditures primarily to expand the production facilities of 株式会社アストロスケール and Astroscale Ltd, consolidated subsidiaries engaged in the on-orbit services business / Amount ¥4,000 million (¥2,000 million for the fiscal year ending April 2027, ¥1,500 million for the fiscal year ending April 2028, and ¥500 million for the fiscal year ending April 2029) / Scheduled timing of expenditures Fiscal years ending April 2027, April 2028, and April 2029, Details Capital expenditures to maintain and expand the functions of existing facilities / Amount ¥3,000 million (¥1,000 million for each of the fiscal years ending April 2027, April 2028, and April 2029) / Scheduled timing of expenditures Fiscal years ending April 2027, April 2028, and April 2029, Details Manufacturing costs for LEXI-P, a life-extension service satellite being developed by Astroscale U.S. Inc. / Amount ¥7,000 million / Scheduled timing of expenditures Fiscal year ending April 2027, Details Working capital, including personnel expenses and other operating expenses related to projects of the Group / Amount ¥15,999 million (¥10,000 million for the fiscal year ending April 2027 and ¥5,999 million for the fiscal year ending April 2028) / Scheduled timing of expenditures Fiscal years ending April 2027 and April 2028
Payment date5 June 2026 (the same date for both the new shares and the CBs)
Intended allotteeName Hulic Co.,Ltd. / Number of Shares 2,024,200 new shares and ¥16.3 billion of CBs through the third-party allotment, Name スカパーJSAT株式会社 / Number of Shares 462,600 new shares
Intended allottee's holding policyIt has been confirmed that the prospective allottees intend to hold the shares acquired through this third-party allotment over the medium to long term. The policy regarding the CBs is Not disclosed.
Dilution Rate1.83% for the new shares only; 5.33% for the potential shares underlying the CBs through the third-party allotment, 3.27% for the CBs through the international offering, and 10.59% for the new shares and both CBs combined
Total number of issued shares135,905,600 shares (as of 30 April 2026, excluding treasury shares) → 138,392,400 shares (after issuance of the new shares and before conversion of the CBs)(1.83%)
Basis for determining the amount to be paidThe issue price of the new shares is ¥1,729, representing 90.05% of the closing price of ¥1,920 on 20 May 2026. This represents premiums of 7.59% over the average closing price of ¥1,607 for the preceding one month, 37.88% over the average of ¥1,254 for the preceding three months, and 67.21% over the average of ¥1,034 for the preceding six months. The conversion price of the CBs is ¥2,208, representing a 15.00% premium to the closing price of ¥1,920 on the same date.
Exercise priceConversion price: ¥2,208. The presence of adjustment provisions and the adjustment floor are Not disclosed.
Exercise periodFrom 19 June 2026 to 22 May 2029 (subject to restrictions in the event of early redemption or other circumstances)
Number of Stock Acquisition RightsThe total number issued and the number of unexercised rights are Not disclosed.
Procedures under the Corporate Code of ConductThe Company obtained opinions from all 4 corporate auditors, including 3 outside corporate auditors, that the payment amount for the new shares was not particularly favorable and was lawful. With respect to the CBs through the third-party allotment, all corporate auditors unanimously opined that the terms were not particularly favorable and were lawful.
Most recent equity financing2029-maturity Euro-yen CBs through an international offering resolved on 19 May 2026, with an aggregate principal amount of ¥10 billion, Series 1 unsecured CBs through a third-party allotment to Hulic Co.,Ltd. resolved on 19 May 2026, with an aggregate principal amount of ¥16.3 billion, New shares through third-party allotments to Hulic Co.,Ltd. and スカパーJSAT株式会社 resolved on 19 May 2026, totaling 2,486,800 shares with an aggregate issue price of ¥4,299,677,200
Major shareholders after the offeringName Okada Mitsunobu (岡田光信) / Shareholding ratio 16.56%, Name Hulic Co.,Ltd. / Shareholding ratio 8.72%, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 3.26%, Name 株式会社グーニーズ / Shareholding ratio 2.55%, Name CEPLUX-THE INDEPENDENT UCITS PLATFORM 2(常任代理人シティバンク、エヌ・エイ東京支店) / Shareholding ratio 2.53%, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 2.48%, Name ASエースタート1号投資事業有限責任組合 / Shareholding ratio 1.97%, Name Mitsubishi Electric Corporation / Shareholding ratio 1.77%, Name スペース・エースタート1号投資事業有限責任組合 / Shareholding ratio 1.73%, Name 日本グロースキャピタル投資法人 / Shareholding ratio 1.68%
Impact on Business PerformanceThe Company aims to expand earnings and improve profitability through increased orders resulting from the expansion of production facilities, thereby enhancing corporate value over the medium to long term and ultimately increasing shareholder value.
Items this document does not state (9)
Estimated issuance expensesTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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 fund the expansion of production facilities, the maintenance and enhancement of existing facilities, the manufacture of the life-extension service satellite “LEXI-P,” and working capital, including personnel and property expenses related to projects.

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Notice Regarding the Determination of the Terms and Other Conditions for the Issuance of 2029 Euro-Yen Convertible Bonds through an International Offering, and New Shares and Series 1 Unsecured Convertible Bonds through a Third-Party Allotment | Astroscale Holdings Inc. (186A) timely disclosure | Komori