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

(Amendment) Partial Amendment to the Issuance of New Shares through a Third-Party Allotment, the 16th and 17th Series of Stock Acquisition Rights, and the 6th Series of Bonds with Stock Acquisition Rights (with Provisions for Adjustment of the Conversion Price)

With respect to the previously announced third-party allotment, the payment handling bank for the new shares and the 16th Stock Acquisition Rights has changed from Mizuho Bank to MUFG Bank. In addition, the acquisition date for the 13th Stock Acquisition Rights has changed to 27 August and the cancellation date to 28 August, and a provision has been added under which the issuance price of ¥840,000 for the 17th Stock Acquisition Rights will be offset against part of the consideration for the acquisition.

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Details of issuance or disposal

Issuance of new shares and the 16th Stock Acquisition Rights, 17th Stock Acquisition Rights and 6th Convertible Bonds with Stock Acquisition Rights (with a provision for adjustment of the conversion price) through a third-party allotment (partial change to a previously announced transaction)

Intended allottee
New shares and 16th Stock Acquisition Rights: Blackwell Cloud Co., Limited. 17th Stock Acquisition Rights: Not disclosed. Counterparty to the offset of the consideration for the acquisition of the 13th Stock Acquisition Rights: CVI Investments, Inc.
Total issue value

Total issuance price of the 17th Stock Acquisition Rights: ¥840,000

Amount of funds to be raised
Funds raised if all of the 17th Stock Acquisition Rights are exercised: ¥1,800 million. The issuance price of ¥840,000 for the 17th Stock Acquisition Rights will be offset against part of the consideration for the acquisition of the 13th Stock Acquisition Rights, resulting in no new cash inflow. Estimated net proceeds: Not disclosed
Specific use of funds
Funds for the purchase of crypto-assets (Ethereum)Amount ¥1,800 million / Scheduled timing of expenditures August 2026 to October 2030
Terms of the stock acquisition rights
Exercise price
17th Stock Acquisition Rights: ¥300. Whether an adjustment provision applies and the adjustment floor: Not disclosed
Number of Stock Acquisition Rights
All 108,900 outstanding 13th Stock Acquisition Rights are scheduled to be acquired and cancelled. Number of 17th Stock Acquisition Rights: Not disclosed
Most recent equity financing
Timing 7 August 2026 / Type Issuance through a third-party allotment of new shares and the 16th Stock Acquisition Rights, 17th Stock Acquisition Rights and 6th Convertible Bonds with Stock Acquisition Rights (with a provision for adjustment of the conversion price) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares and the 16th Stock Acquisition Rights, 17th Stock Acquisition Rights and 6th Convertible Bonds with Stock Acquisition Rights (with a provision for adjustment of the conversion price) through a third-party allotment (partial change to a previously announced transaction)
Total issue valueTotal issuance price of the 17th Stock Acquisition Rights: ¥840,000
Amount of funds to be raisedFunds raised if all of the 17th Stock Acquisition Rights are exercised: ¥1,800 million. The issuance price of ¥840,000 for the 17th Stock Acquisition Rights will be offset against part of the consideration for the acquisition of the 13th Stock Acquisition Rights, resulting in no new cash inflow. Estimated net proceeds: Not disclosed
Specific use of fundsDetails Funds for the purchase of crypto-assets (Ethereum) / Amount ¥1,800 million / Scheduled timing of expenditures August 2026 to October 2030
Intended allotteeNew shares and 16th Stock Acquisition Rights: Blackwell Cloud Co., Limited. 17th Stock Acquisition Rights: Not disclosed. Counterparty to the offset of the consideration for the acquisition of the 13th Stock Acquisition Rights: CVI Investments, Inc.
Exercise price17th Stock Acquisition Rights: ¥300. Whether an adjustment provision applies and the adjustment floor: Not disclosed
Number of Stock Acquisition RightsAll 108,900 outstanding 13th Stock Acquisition Rights are scheduled to be acquired and cancelled. Number of 17th Stock Acquisition Rights: Not disclosed
Most recent equity financingTiming 7 August 2026 / Type Issuance through a third-party allotment of new shares and the 16th Stock Acquisition Rights, 17th Stock Acquisition Rights and 6th Convertible Bonds with Stock Acquisition Rights (with a provision for adjustment of the conversion price) / Amount Not disclosed
Items this document does not state (20)
Number of shares to be issued or disposed ofIssue price and disposal priceEstimated issuance expensesPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise periodTransfer 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 offeringImpact on Business Performance

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.

With respect to the funds to be paid for the new shares and the 16th Stock Acquisition Rights, confirmation and coordination of the procedures for receiving the funds at the originally planned bank are taking time. The change is intended to ensure that the payment procedures are completed. With respect to the 13th Stock Acquisition Rights, opening a securities account capable of handling book-entry Stock Acquisition Rights and completing the procedures for acquiring all of them are taking time.

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(Amendment) Partial Amendment to the Issuance of New Shares through a Third-Party Allotment, the 16th and 17th Series of Stock Acquisition Rights, and the 6th Series of Bonds with Stock Acquisition Rights (with Provisions for Adjustment of the Conversion Price) | Quantum Solutions Co.,Ltd. (2338) timely disclosure | Komori