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Share Issuance and Disposal2338Quantum Solutions Co.,Ltd.Information and Communications, Services and Others

Completion of Payment for New Shares, Stock Acquisition Rights and Bonds with Stock Acquisition Rights Issued through a Third-Party Allotment; Acquisition and Cancellation of the 13th Series Stock Acquisition Rights; and Early Redemption of the 4th Series Convertible Bonds with Stock Acquisition Rights

Payment for the new shares, stock acquisition rights and stock acquisition rights bonds under the previously resolved and announced third-party allotment has been completed. In addition, the existing Series 13 stock acquisition rights were acquired and cancelled, and the Series 4 convertible bond-type stock acquisition rights bonds were refinanced through the Series 6 convertible bond-type stock acquisition rights bonds.

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Mixed performance
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Wording
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Details of issuance or disposal

Issuance of new shares through a third-party allotment, Issuance of Series 16 stock acquisition rights through third-party allotment, Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment, Issuance of Series 6 unsecured convertible bond-type stock acquisition rights bonds through third-party allotment

発行・処分する株式数

New shares 4,046,000 shares / Potential shares underlying the Series 16 stock acquisition rights 8,214,000 potential shares underlying the Series 16 stock acquisition rights / Potential shares underlying the Series 17 stock acquisition rights 6,000,000 shares / Potential shares underlying the Series 6 stock acquisition rights bonds 17,820,689 potential shares underlying the Series 6 stock acquisition rights bonds

Intended allottee
Name Blackwell Cloud Co., Limited / Subject 4,046,000 new shares and 82,140 Series 16 stock acquisition rights, Name CVI Investments, Inc. / Subject 60,000 Series 17 stock acquisition rights and 40 Series 6 stock acquisition rights bonds
New shares ¥120 per share / Sixteenth Series of Stock Acquisition Rights ¥99 per stock acquisition right / 17th Stock Acquisition Rights ¥14 per stock acquisition right / Series 6 stock acquisition rights bonds Aggregate principal amount of ¥2,067,200,000 (¥100 per ¥100 of each bond); the stock acquisition rights are issued at no cost
Total issue value

New shares ¥485,520,000 / Sixteenth Series of Stock Acquisition Rights ¥8,131,860 / 17th Stock Acquisition Rights ¥840,000 / Series 6 stock acquisition rights bonds ¥2,067,200,000

Amount of funds to be raised
New shares ¥485,520,000 / Sixteenth Series of Stock Acquisition Rights ¥993,811,860 / 17th Stock Acquisition Rights ¥1,800,840,000 / Series 6 stock acquisition rights bonds ¥2,067,200,000 in total. This will be offset against the redemption obligation for the Series 4 stock acquisition rights bonds, resulting in no new cash inflow
Terms of the stock acquisition rights
Exercise price
¥120 for the Series 16 stock acquisition rights and ¥300 for the Series 17 stock acquisition rights. The conversion price for the Series 6 stock acquisition rights bonds is ¥116, subject to adjustment every 6 months, with the first adjustment date being the date falling 6 months after the payment date. The upper limit is ¥128 and the lower limit is ¥64
Exercise period
Sixteenth Series of Stock Acquisition Rights From 25 August 2026 to 23 August 2030 / 17th Stock Acquisition Rights From 25 August 2026 to 23 August 2030 / Series 6 stock acquisition rights bonds Not disclosed
Number of Stock Acquisition Rights
16th edition Total issued: 82,140; unexercised: not disclosed / Series 17 Total issued: 60,000; unexercised: not disclosed / Series 13 108,900 outstanding stock acquisition rights to be acquired and cancelled on 25 August 2026 / Series 6 stock acquisition rights bonds 40 units
Payment date
24 August 2026
Most recent equity financing
Timing 14 October 2025 / Type 13th Stock Acquisition Rights / Amount Total payment amount of ¥49,700,000, Timing 14 October 2025 / Type Series 4 unsecured convertible bond-type stock acquisition rights bonds / Amount Total issue amount of ¥2,067,200,000
Impact on Business Performance
The impact on earnings from the acquisition and cancellation of the Series 13 stock acquisition rights is immaterial. The impact on the Company's earnings from the early redemption of the Series 4 convertible bond-type stock acquisition rights bonds is immaterial
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment, Issuance of Series 16 stock acquisition rights through third-party allotment, Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment, Issuance of Series 6 unsecured convertible bond-type stock acquisition rights bonds through third-party allotment
Number of shares to be issued or disposed ofNew shares 4,046,000 shares / Potential shares underlying the Series 16 stock acquisition rights 8,214,000 potential shares underlying the Series 16 stock acquisition rights / Potential shares underlying the Series 17 stock acquisition rights 6,000,000 shares / Potential shares underlying the Series 6 stock acquisition rights bonds 17,820,689 potential shares underlying the Series 6 stock acquisition rights bonds
Issue price and disposal priceNew shares ¥120 per share / Sixteenth Series of Stock Acquisition Rights ¥99 per stock acquisition right / 17th Stock Acquisition Rights ¥14 per stock acquisition right / Series 6 stock acquisition rights bonds Aggregate principal amount of ¥2,067,200,000 (¥100 per ¥100 of each bond); the stock acquisition rights are issued at no cost
Total issue valueNew shares ¥485,520,000 / Sixteenth Series of Stock Acquisition Rights ¥8,131,860 / 17th Stock Acquisition Rights ¥840,000 / Series 6 stock acquisition rights bonds ¥2,067,200,000
Amount of funds to be raisedNew shares ¥485,520,000 / Sixteenth Series of Stock Acquisition Rights ¥993,811,860 / 17th Stock Acquisition Rights ¥1,800,840,000 / Series 6 stock acquisition rights bonds ¥2,067,200,000 in total. This will be offset against the redemption obligation for the Series 4 stock acquisition rights bonds, resulting in no new cash inflow
Payment date24 August 2026
Intended allotteeName Blackwell Cloud Co., Limited / Subject 4,046,000 new shares and 82,140 Series 16 stock acquisition rights, Name CVI Investments, Inc. / Subject 60,000 Series 17 stock acquisition rights and 40 Series 6 stock acquisition rights bonds
Exercise price¥120 for the Series 16 stock acquisition rights and ¥300 for the Series 17 stock acquisition rights. The conversion price for the Series 6 stock acquisition rights bonds is ¥116, subject to adjustment every 6 months, with the first adjustment date being the date falling 6 months after the payment date. The upper limit is ¥128 and the lower limit is ¥64
Exercise periodSixteenth Series of Stock Acquisition Rights From 25 August 2026 to 23 August 2030 / 17th Stock Acquisition Rights From 25 August 2026 to 23 August 2030 / Series 6 stock acquisition rights bonds Not disclosed
Number of Stock Acquisition Rights16th edition Total issued: 82,140; unexercised: not disclosed / Series 17 Total issued: 60,000; unexercised: not disclosed / Series 13 108,900 outstanding stock acquisition rights to be acquired and cancelled on 25 August 2026 / Series 6 stock acquisition rights bonds 40 units
Most recent equity financingTiming 14 October 2025 / Type 13th Stock Acquisition Rights / Amount Total payment amount of ¥49,700,000, Timing 14 October 2025 / Type Series 4 unsecured convertible bond-type stock acquisition rights bonds / Amount Total issue amount of ¥2,067,200,000
Impact on Business PerformanceThe impact on earnings from the acquisition and cancellation of the Series 13 stock acquisition rights is immaterial. The impact on the Company's earnings from the early redemption of the Series 4 convertible bond-type stock acquisition rights bonds is immaterial
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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.

Completion of payment for the third-party allotment. The acquisition and cancellation of the Series 13 stock acquisition rights and the early redemption of the Series 4 convertible bond-type stock acquisition rights bonds are intended to streamline existing financing instruments, simplify the capital policy, refinance existing securities, and reduce the number of potential shares and the risk of future dilution.

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Completion of Payment for New Shares, Stock Acquisition Rights and Bonds with Stock Acquisition Rights Issued through a Third-Party Allotment; Acquisition and Cancellation of the 13th Series Stock Acquisition Rights; and Early Redemption of the 4th Series Convertible Bonds with Stock Acquisition Rights | Quantum Solutions Co.,Ltd. (2338) timely disclosure | Komori