Worth reading
92Important
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
57.5
% (maximum dilution as a percentage of total shares outstanding)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment, Issuance of fixed-exercise-price stock acquisition rights by third-party allotment
発行・処分する株式数
New shares 2,098,000 common shares / Potential shares underlying the stock acquisition rights 3,797,000 common shares underlying the stock acquisition rights
Intended allottee
Name サイブリッジ合同会社 / New shares 2,098,000 shares / Stock Acquisition Rights 37,970 stock acquisition rights
New shares: ¥143 per share, Stock acquisition rights: ¥148 per right (¥1.48 per underlying share)
Total issue value
New shares: ¥300,014,000; stock acquisition rights: ¥5,619,560
Amount of funds to be raised
Total amount paid in: ¥905,559,560; estimated net proceeds: ¥900,544,770 (including ¥599,926,000 to be paid upon full exercise of the stock acquisition rights)
Estimated issuance expenses
Estimated issuance expenses: ¥5,014,790
Specific use of funds
Working capital (¥78 million for system usage fees and ¥23 million for personnel expenses)Amount ¥101 million / Scheduled timing of expenditures June 2026 to May 2027
M&A funding (¥199 million from the new shares and ¥599 million from the proceeds of exercising the stock acquisition rights)Amount ¥799 million / Scheduled timing of expenditures June 2026 to March 2028
Existing Shares and Increase
+57.50%Rate of increase
10,252,060 shares16,147,060Shares
57.50% (the dilution rate for voting rights is also 57.50%)
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
Initially ¥158. An exercise price adjustment provision applies. The exercise price will be adjusted according to a prescribed formula in the event of a share split or certain issuances of new shares, among other events. As these are fixed-exercise-price rights, the floor price is Not disclosed.
Exercise period
From 10 June 2026 to 31 May 2029 (or until the business day before the acquisition date if the rights are acquired)
Number of Stock Acquisition Rights
Total issued: 37,970 stock acquisition rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the company's board of directors resolves that acquisition is necessary, the company may acquire all or part of the stock acquisition rights at an amount equivalent to their issue price from the day following the payment date onward.
Offering structure
Major shareholders after the offering
Name サイブリッジ合同会社 / Shareholding ratio 49.08%Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 2.63%Name BNY GCM CLIENT ACCOUNT JPRD AC ISG(FE-AC), standing proxy: MUFG Bank, Ltd. / Shareholding ratio 2.56%Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 2.04%Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.63%Name NOMURA INTERNATIONAL PLC A/C JAPAN FLOW, standing proxy: NOMURA SECURITIES CO., LTD. / Shareholding ratio 0.84%Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD, standing proxy: MUFG Bank, Ltd. / Shareholding ratio 0.78%Name Ueyama Naoto (上山直人) / Shareholding ratio 0.73%Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.67%Name Uchida Yasutaka (打田保貴) / Shareholding ratio 0.62%
Intended allottee's holding policy
As part of the capital and business alliance, the proposed allottee intends to hold the new shares and the shares acquired through the exercise of the stock acquisition rights over the medium to long term, with the aim of maximizing the company's corporate value and shareholder value over the medium to long term. The allottee will report any transfer to the company if it occurs within 2 years of the payment date.
Payment date
10 June 2026
Basis for determining the amount to be paid
The issue price of the new shares is based on the closing price of ¥158 on 22 May 2026 and is set at ¥143, representing a 9.5% discount. The issue price of the stock acquisition rights is ¥148, based on a fair value assessment using a Monte Carlo simulation, and the exercise price is ¥158, equal to the closing price on the same date.
Procedures under the Corporate Code of Conduct
The company obtained an opinion from an independent special committee comprising 3 members, a lawyer, a certified public accountant and an outside audit & supervisory board member, regarding the necessity and appropriateness of the financing and the reasonableness of the dilution. The 3 directors with special interests did not participate in the deliberations or resolution.
Most recent equity financing
Timing 20 June 2024 / Type Public offering at the time of the IPO / Amount Estimated net proceeds of ¥33.4 million
Impact on Business Performance
No specific impact has been determined at this time. The company intends to use the funds raised for working capital and M&A funding to enhance corporate value and shareholder value over the medium to long term.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment, Issuance of fixed-exercise-price stock acquisition rights by third-party allotment |
| Number of shares to be issued or disposed of | New shares 2,098,000 common shares / Potential shares underlying the stock acquisition rights 3,797,000 common shares underlying the stock acquisition rights |
| Issue price and disposal price | New shares: ¥143 per share, Stock acquisition rights: ¥148 per right (¥1.48 per underlying share) |
| Total issue value | New shares: ¥300,014,000; stock acquisition rights: ¥5,619,560 |
| Amount of funds to be raised | Total amount paid in: ¥905,559,560; estimated net proceeds: ¥900,544,770 (including ¥599,926,000 to be paid upon full exercise of the stock acquisition rights) |
| Estimated issuance expenses | Estimated issuance expenses: ¥5,014,790 |
| Specific use of funds | Details Working capital (¥78 million for system usage fees and ¥23 million for personnel expenses) / Amount ¥101 million / Scheduled timing of expenditures June 2026 to May 2027, Details M&A funding (¥199 million from the new shares and ¥599 million from the proceeds of exercising the stock acquisition rights) / Amount ¥799 million / Scheduled timing of expenditures June 2026 to March 2028 |
| Payment date | 10 June 2026 |
| Intended allottee | Name サイブリッジ合同会社 / New shares 2,098,000 shares / Stock Acquisition Rights 37,970 stock acquisition rights |
| Intended allottee's holding policy | As part of the capital and business alliance, the proposed allottee intends to hold the new shares and the shares acquired through the exercise of the stock acquisition rights over the medium to long term, with the aim of maximizing the company's corporate value and shareholder value over the medium to long term. The allottee will report any transfer to the company if it occurs within 2 years of the payment date. |
| Dilution Rate | 57.50% (the dilution rate for voting rights is also 57.50%) |
| Total number of issued shares | 10,252,060 shares → 16,147,060 shares (after the issuance of the new shares and full exercise of the stock acquisition rights)（57.50%） |
| Basis for determining the amount to be paid | The issue price of the new shares is based on the closing price of ¥158 on 22 May 2026 and is set at ¥143, representing a 9.5% discount. The issue price of the stock acquisition rights is ¥148, based on a fair value assessment using a Monte Carlo simulation, and the exercise price is ¥158, equal to the closing price on the same date. |
| Exercise price | Initially ¥158. An exercise price adjustment provision applies. The exercise price will be adjusted according to a prescribed formula in the event of a share split or certain issuances of new shares, among other events. As these are fixed-exercise-price rights, the floor price is Not disclosed. |
| Exercise period | From 10 June 2026 to 31 May 2029 (or until the business day before the acquisition date if the rights are acquired) |
| Number of Stock Acquisition Rights | Total issued: 37,970 stock acquisition rights; unexercised balance: Not disclosed |
| Reason for acquisition without consideration | If the company's board of directors resolves that acquisition is necessary, the company may acquire all or part of the stock acquisition rights at an amount equivalent to their issue price from the day following the payment date onward. |
| Procedures under the Corporate Code of Conduct | The company obtained an opinion from an independent special committee comprising 3 members, a lawyer, a certified public accountant and an outside audit & supervisory board member, regarding the necessity and appropriateness of the financing and the reasonableness of the dilution. The 3 directors with special interests did not participate in the deliberations or resolution. |
| Most recent equity financing | Timing 20 June 2024 / Type Public offering at the time of the IPO / Amount Estimated net proceeds of ¥33.4 million |
| Major shareholders after the offering | Name サイブリッジ合同会社 / Shareholding ratio 49.08%, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 2.63%, Name BNY GCM CLIENT ACCOUNT JPRD AC ISG(FE-AC), standing proxy: MUFG Bank, Ltd. / Shareholding ratio 2.56%, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 2.04%, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.63%, Name NOMURA INTERNATIONAL PLC A/C JAPAN FLOW, standing proxy: NOMURA SECURITIES CO., LTD. / Shareholding ratio 0.84%, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD, standing proxy: MUFG Bank, Ltd. / Shareholding ratio 0.78%, Name Ueyama Naoto (上山直人) / Shareholding ratio 0.73%, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.67%, Name Uchida Yasutaka (打田保貴) / Shareholding ratio 0.62% |
| Impact on Business Performance | No specific impact has been determined at this time. The company intends to use the funds raised for working capital and M&A funding to enhance corporate value and shareholder value over the medium to long term. |
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 address the weakness in the core PostPrime business and losses in the TakaTrade business, secure the working capital required to operate existing businesses, and pursue non-continuous growth through M&A. The company also aims to formalize a capital and business alliance with the proposed allottee and secure a flexible funding facility for M&A.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.