Worth reading
91Important
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
73.26
% (dilution rate)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment, Issuance of the 16th Series Stock Acquisition Rights through a third-party allotment, Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment, Issuance of the 6th Series unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment
発行・処分する株式数
New shares 4,046,000 shares / Sixteenth Series of Stock Acquisition Rights 82,140 rights (8,214,000 potential shares) / 17th Stock Acquisition Rights 60,000 rights (6,000,000 potential shares) / Series 6 stock acquisition rights bonds 129,200 bonds (maximum of 17,820,690 potential shares)
Intended allottee
Name Blackwell Cloud Co., Limited / Subject 4,046,000 new shares and 82,140 of the 16th Series Stock Acquisition Rights, Name CVI Investments, Inc. / Subject 60,000 of the 17th Series Stock Acquisition Rights and 129,200 of the 6th Series Convertible Bonds with Stock Acquisition Rights
New shares ¥120 per share / Sixteenth Series of Stock Acquisition Rights ¥99 per right / 17th Stock Acquisition Rights ¥14 per right / Series 6 stock acquisition rights bonds ¥100 for each ¥100 principal amount of the bonds. The Stock Acquisition Rights will be issued for no consideration.
Total issue value
¥5,347,371,860 (including the case in which all rights are exercised and all bonds are converted)
Amount of funds to be raised
Total payment amount ¥5,347,371,860 / Estimated net proceeds ¥5,329,576,310
Estimated issuance expenses
¥17,795,550
Specific use of funds
Initial launch funding for the AI data center business (20% advance payment for GPU servers)Amount ¥475 million / Scheduled timing of expenditures August 2026
Costs to develop the AI data center business (¥160 million for interior and equipment construction, ¥440 million for network equipment, ¥264 million for storage equipment, ¥17 million for software, ¥24 million for installation, and ¥80 million for working capital)Amount ¥985 million / Scheduled timing of expenditures October 2026 to June 2027
Funds for the purchase of crypto-assets (Ethereum)Amount ¥1,800 million / Scheduled timing of expenditures August 2026 to October 2030
Redemption of the 4th Series Convertible Bonds with Stock Acquisition RightsAmount ¥2,067 million / Scheduled timing of expenditures August 2036
発行済株式総数
73.26% (73.44% on a voting rights basis)
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
¥120 for the 16th Series Stock Acquisition Rights (fixed). ¥300 for the 17th Series Stock Acquisition Rights. The 17th Series Stock Acquisition Rights include a full-ratchet adjustment clause, with an adjusted floor of ¥64. The initial conversion price for the 6th Series Convertible Bonds with Stock Acquisition Rights is ¥116 and will be adjusted every 6 months to 90% of the lowest VWAP over the preceding 5 trading days, subject to a cap of ¥128 and a floor of ¥64.
Exercise period
25 August 2026 to 23 August 2030 (16th and 17th Series Stock Acquisition Rights)
Number of Stock Acquisition Rights
82,140 of the 16th Series Stock Acquisition Rights, 60,000 of the 17th Series Stock Acquisition Rights, and 129,200 of the 6th Series Convertible Bonds with Stock Acquisition Rights. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If the need for financing declines or a more favorable financing method is secured, the Company may acquire all or part of the 16th Series Stock Acquisition Rights at an amount equivalent to their issue price.
Intended allottee's holding policy
Blackwell will hold the 16th Series Stock Acquisition Rights for pure investment purposes, on the assumption that they will be exercised. CVI will hold the securities for pure investment purposes, has no intention of holding them for an extended period, and plans to sell them as appropriate through market sales and other means. Transfers of the Stock Acquisition Rights and other securities require approval from the Company's Board of Directors.
Payment date
24 August 2026 (allotment date for the 16th and 17th Series Stock Acquisition Rights)
Basis for determining the amount to be paid
The new shares and the 16th Series Stock Acquisition Rights are based on the closing price of ¥128 on 6 August 2026. The exercise price for the new shares and the 16th Series Stock Acquisition Rights is ¥120, representing a 6.25% discount. The issue price of the new shares is based on the simple average closing price over the previous 90 trading days. The exercise price for the 17th Series Stock Acquisition Rights is ¥300, representing a 134% premium. The conversion price for the 6th Series Convertible Bonds with Stock Acquisition Rights is ¥116, representing a 10% discount.
Procedures under the Corporate Code of Conduct
The Company obtained an opinion from the Audit and Supervisory Committee, all of whose members are outside directors under the Companies Act, that the issue terms do not constitute a favorable issue and are lawful. The Company also obtained an valuation from a third-party valuation institution.
Most recent equity financing
Timing 14 October 2025 / Type The 13th and 14th Series Stock Acquisition Rights and the 4th Series unsecured Convertible Bonds with Stock Acquisition Rights / Amount Initial planned proceeds of ¥8,449 million for the 13th Series, ¥11,837 million for the 14th Series, and ¥2,067 million for the 4th Series Convertible Bonds with Stock Acquisition Rights
Impact on Business Performance
This financing will not immediately ensure stabilization of the financial base. As the results will be affected by business progress, earnings trends, fluctuations in crypto-asset market prices, and other factors, uncertainty will remain regarding consolidated net assets even after the negative net worth has been eliminated.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment, Issuance of the 16th Series Stock Acquisition Rights through a third-party allotment, Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment, Issuance of the 6th Series unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 4,046,000 shares / Sixteenth Series of Stock Acquisition Rights 82,140 rights (8,214,000 potential shares) / 17th Stock Acquisition Rights 60,000 rights (6,000,000 potential shares) / Series 6 stock acquisition rights bonds 129,200 bonds (maximum of 17,820,690 potential shares) |
| Issue price and disposal price | New shares ¥120 per share / Sixteenth Series of Stock Acquisition Rights ¥99 per right / 17th Stock Acquisition Rights ¥14 per right / Series 6 stock acquisition rights bonds ¥100 for each ¥100 principal amount of the bonds. The Stock Acquisition Rights will be issued for no consideration. |
| Total issue value | ¥5,347,371,860 (including the case in which all rights are exercised and all bonds are converted) |
| Amount of funds to be raised | Total payment amount ¥5,347,371,860 / Estimated net proceeds ¥5,329,576,310 |
| Estimated issuance expenses | ¥17,795,550 |
| Specific use of funds | Details Initial launch funding for the AI data center business (20% advance payment for GPU servers) / Amount ¥475 million / Scheduled timing of expenditures August 2026, Details Costs to develop the AI data center business (¥160 million for interior and equipment construction, ¥440 million for network equipment, ¥264 million for storage equipment, ¥17 million for software, ¥24 million for installation, and ¥80 million for working capital) / Amount ¥985 million / Scheduled timing of expenditures October 2026 to June 2027, Details Funds for the purchase of crypto-assets (Ethereum) / Amount ¥1,800 million / Scheduled timing of expenditures August 2026 to October 2030, Details Redemption of the 4th Series Convertible Bonds with Stock Acquisition Rights / Amount ¥2,067 million / Scheduled timing of expenditures August 2036 |
| Payment date | 24 August 2026 (allotment date for the 16th and 17th Series Stock Acquisition Rights) |
| Intended allottee | Name Blackwell Cloud Co., Limited / Subject 4,046,000 new shares and 82,140 of the 16th Series Stock Acquisition Rights, Name CVI Investments, Inc. / Subject 60,000 of the 17th Series Stock Acquisition Rights and 129,200 of the 6th Series Convertible Bonds with Stock Acquisition Rights |
| Intended allottee's holding policy | Blackwell will hold the 16th Series Stock Acquisition Rights for pure investment purposes, on the assumption that they will be exercised. CVI will hold the securities for pure investment purposes, has no intention of holding them for an extended period, and plans to sell them as appropriate through market sales and other means. Transfers of the Stock Acquisition Rights and other securities require approval from the Company's Board of Directors. |
| Dilution Rate | 73.26% (73.44% on a voting rights basis) |
| Total number of issued shares | 49,248,593 shares (as of 28 February 2026) → Not disclosed（73.26％） |
| Basis for determining the amount to be paid | The new shares and the 16th Series Stock Acquisition Rights are based on the closing price of ¥128 on 6 August 2026. The exercise price for the new shares and the 16th Series Stock Acquisition Rights is ¥120, representing a 6.25% discount. The issue price of the new shares is based on the simple average closing price over the previous 90 trading days. The exercise price for the 17th Series Stock Acquisition Rights is ¥300, representing a 134% premium. The conversion price for the 6th Series Convertible Bonds with Stock Acquisition Rights is ¥116, representing a 10% discount. |
| Exercise price | ¥120 for the 16th Series Stock Acquisition Rights (fixed). ¥300 for the 17th Series Stock Acquisition Rights. The 17th Series Stock Acquisition Rights include a full-ratchet adjustment clause, with an adjusted floor of ¥64. The initial conversion price for the 6th Series Convertible Bonds with Stock Acquisition Rights is ¥116 and will be adjusted every 6 months to 90% of the lowest VWAP over the preceding 5 trading days, subject to a cap of ¥128 and a floor of ¥64. |
| Exercise period | 25 August 2026 to 23 August 2030 (16th and 17th Series Stock Acquisition Rights) |
| Number of Stock Acquisition Rights | 82,140 of the 16th Series Stock Acquisition Rights, 60,000 of the 17th Series Stock Acquisition Rights, and 129,200 of the 6th Series Convertible Bonds with Stock Acquisition Rights. The number of unexercised rights is Not disclosed. |
| Reason for acquisition without consideration | If the need for financing declines or a more favorable financing method is secured, the Company may acquire all or part of the 16th Series Stock Acquisition Rights at an amount equivalent to their issue price. |
| Procedures under the Corporate Code of Conduct | The Company obtained an opinion from the Audit and Supervisory Committee, all of whose members are outside directors under the Companies Act, that the issue terms do not constitute a favorable issue and are lawful. The Company also obtained an valuation from a third-party valuation institution. |
| Most recent equity financing | Timing 14 October 2025 / Type The 13th and 14th Series Stock Acquisition Rights and the 4th Series unsecured Convertible Bonds with Stock Acquisition Rights / Amount Initial planned proceeds of ¥8,449 million for the 13th Series, ¥11,837 million for the 14th Series, and ¥2,067 million for the 4th Series Convertible Bonds with Stock Acquisition Rights |
| Impact on Business Performance | This financing will not immediately ensure stabilization of the financial base. As the results will be affected by business progress, earnings trends, fluctuations in crypto-asset market prices, and other factors, uncertainty will remain regarding consolidated net assets even after the negative net worth has been eliminated. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering
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 launch and development of the AI data center business, secure funds for the purchase of Ethereum, reduce the number of potential shares underlying existing equity-linked securities, reduce future dilution risk, stabilize the financial base, and comply with continued listing requirements.
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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