Worth reading
87Important
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
118.47
% (dilution rate based on total voting rights)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 16th and 17th Series Stock Acquisition Rights through a third-party allotment
Who receives how much
Total number of potential shares: 22,000,000 (16,000,000 for the 16th series and 6,000,000 for the 17th series; 100 shares per stock acquisition right)
FCファイナンスソリューション1号投資事業有限責任組合160,000 16th Series Stock Acquisition Rights; 16,000,000 potential shares
株式会社a’gil25,000 17th Series Stock Acquisition Rights; 2,500,000 potential shares
Fracton Ventures株式会社2,500 17th Series Stock Acquisition Rights; 250,000 potential shares
Tahara Hiroki (田原弘貴)20,000 17th Series Stock Acquisition Rights; 2,000,000 potential shares
Tanaka Ryo (田中遼)10,000 17th Series Stock Acquisition Rights; 1,000,000 potential shares
Sakai Toyoki (坂井豊貴)2,500 17th Series Stock Acquisition Rights; 250,000 potential 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.
¥133 per 16th Series Stock Acquisition Right and ¥82 per 17th Series Stock Acquisition Right
Total issue value
¥26,200,000 (¥21,280,000 for the 16th Series and ¥4,920,000 for the 17th Series)
Amount of funds to be raised
Total amount payable: ¥6,426,200,000; estimated net proceeds: ¥6,413,997,200
Estimated issuance expenses
Estimated issuance expenses: ¥12,202,800
Specific use of funds
Purchase of ETH (HODL business)Amount ¥5,195,797,200 / Scheduled timing of expenditures May 2026–April 2031
Ethereum ecosystem development business (BUIDL business)Amount ¥863,200,000 / Scheduled timing of expenditures May 2026–April 2031
Expenses for strengthening the management foundationAmount ¥355,000,000 / Scheduled timing of expenditures October 2026–April 2031
Existing Shares and Increase
+118.22%Rate of increase
18,608,733 shares40,608,733Shares
118.22% (based on total shares issued) and 118.47% (based on total voting rights)
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
¥250 for the 16th series (fixed) and ¥400 for the 17th series (fixed). No adjustment clause.
Exercise period
3 years for the 16th series and 5 years for the 17th series (the specific start and end dates are Not disclosed)
Number of Stock Acquisition Rights
Total issued: 220,000 (160,000 for the 16th series and 60,000 for the 17th series). The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If the Company determines by resolution of the Board of Directors that acquisition is necessary, if an organizational restructuring is approved by resolution of a shareholders meeting, or if the shares are designated as a security under supervision, a security under special supervision, or a security to be delisted, or become subject to delisting. Upon acquisition, the Company will generally deliver an amount equal to the issue price paid per stock acquisition right.
Offering structure
Major shareholders after the offering
Name Tahara Hiroki (田原弘貴) / Shareholding ratio 5.71%Name Tanaka Ryo (田中遼) / Shareholding ratio 2.47%Name Yamanaka Yusuke (山中夕典) / Shareholding ratio 2.19%Name 株式会社a’gil / Shareholding ratio 2.13%Name Sakamoto Masahiro (坂元政弘) / Shareholding ratio 1.77%Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.74%Name DEUTSCHE BANK (SCHWEIZ) / Shareholding ratio 1.01%Name Yoshida Masao (吉田昌勇) / Shareholding ratio 0.99%Name Tomita Kanako (冨田加奈子) / Shareholding ratio 0.64%Name Sakai Toyoki (坂井豊貴) / Shareholding ratio 0.62%
Categories and Number of Persons Covered
1 investment limited partnership, 2 corporations, and 3 individuals (including 1 representative director and CEO, 1 director, and 1 other individual)
Intended allottee's holding policy
FCファイナンスソリューション1号投資事業有限責任組合 and 株式会社a’gil intend to hold the shares for investment purposes, and the acquired shares may be sold. Fracton Ventures株式会社 and Sakai Toyoki (坂井豊貴) intend to make a long-term investment while strengthening business alliances and collaboration, and plan to sell and purchase some of the shares. Tahara Hiroki (田原弘貴) and Tanaka Ryo (田中遼) intend to hold the shares for the long term as a commitment to increasing corporate value. Transfers of the stock acquisition rights require the approval of the Company's Board of Directors.
Payment date
19 May 2026
Basis for determining the amount to be paid
The exercise price for the 16th series, ¥250, is the simple average closing price over the most recent one-month period through the day preceding the Board of Directors' resolution. This represents a 2% discount to the closing price of ¥255 on the preceding trading day, a 7% premium to the three-month average of ¥234, and an 8% premium to the six-month average of ¥231. For the 17th series, the one-month average of ¥250 was multiplied by 160%, resulting in an exercise price of ¥400. The issue prices of the stock acquisition rights were determined with reference to valuation amounts calculated by an independent third-party valuation institution (¥133 for the 16th series and ¥82 for the 17th series).
Procedures under the Corporate Code of Conduct
Because the dilution rate will be at least 25%, the Company established a special committee consisting of 2 independent outside directors and 1 external attorney, and obtained an opinion letter dated 27 April 2026 regarding the necessity and appropriateness of the transaction. No shareholder approval procedure will be conducted.
Most recent equity financing
Timing 28 October 2025 / Type Third-party Allotment / Amount Net proceeds of ¥198,664,000
Impact on Business Performance
The impact is undetermined because the timing and scale of exercise of the stock acquisition rights are uncertain. The Company will promptly disclose any matters requiring disclosure or any impact on financial results that arises in the future.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 16th and 17th Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | Total number of potential shares: 22,000,000 (16,000,000 for the 16th series and 6,000,000 for the 17th series; 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥133 per 16th Series Stock Acquisition Right and ¥82 per 17th Series Stock Acquisition Right |
| Total issue value | ¥26,200,000 (¥21,280,000 for the 16th Series and ¥4,920,000 for the 17th Series) |
| Amount of funds to be raised | Total amount payable: ¥6,426,200,000; estimated net proceeds: ¥6,413,997,200 |
| Estimated issuance expenses | Estimated issuance expenses: ¥12,202,800 |
| Specific use of funds | Details Purchase of ETH (HODL business) / Amount ¥5,195,797,200 / Scheduled timing of expenditures May 2026–April 2031, Details Ethereum ecosystem development business (BUIDL business) / Amount ¥863,200,000 / Scheduled timing of expenditures May 2026–April 2031, Details Expenses for strengthening the management foundation / Amount ¥355,000,000 / Scheduled timing of expenditures October 2026–April 2031 |
| Payment date | 19 May 2026 |
| Intended allottee | Name FCファイナンスソリューション1号投資事業有限責任組合 / Number of Shares 160,000 16th Series Stock Acquisition Rights; 16,000,000 potential shares, Name 株式会社a’gil / Number of Shares 25,000 17th Series Stock Acquisition Rights; 2,500,000 potential shares, Name Fracton Ventures株式会社 / Number of Shares 2,500 17th Series Stock Acquisition Rights; 250,000 potential shares, Name Tahara Hiroki (田原弘貴) / Number of Shares 20,000 17th Series Stock Acquisition Rights; 2,000,000 potential shares, Name Tanaka Ryo (田中遼) / Number of Shares 10,000 17th Series Stock Acquisition Rights; 1,000,000 potential shares, Name Sakai Toyoki (坂井豊貴) / Number of Shares 2,500 17th Series Stock Acquisition Rights; 250,000 potential shares |
| Intended allottee's holding policy | FCファイナンスソリューション1号投資事業有限責任組合 and 株式会社a’gil intend to hold the shares for investment purposes, and the acquired shares may be sold. Fracton Ventures株式会社 and Sakai Toyoki (坂井豊貴) intend to make a long-term investment while strengthening business alliances and collaboration, and plan to sell and purchase some of the shares. Tahara Hiroki (田原弘貴) and Tanaka Ryo (田中遼) intend to hold the shares for the long term as a commitment to increasing corporate value. Transfers of the stock acquisition rights require the approval of the Company's Board of Directors. |
| Dilution Rate | 118.22% (based on total shares issued) and 118.47% (based on total voting rights) |
| Total number of issued shares | 18,608,733 shares → 40,608,733 shares（118.22％） |
| Basis for determining the amount to be paid | The exercise price for the 16th series, ¥250, is the simple average closing price over the most recent one-month period through the day preceding the Board of Directors' resolution. This represents a 2% discount to the closing price of ¥255 on the preceding trading day, a 7% premium to the three-month average of ¥234, and an 8% premium to the six-month average of ¥231. For the 17th series, the one-month average of ¥250 was multiplied by 160%, resulting in an exercise price of ¥400. The issue prices of the stock acquisition rights were determined with reference to valuation amounts calculated by an independent third-party valuation institution (¥133 for the 16th series and ¥82 for the 17th series). |
| Exercise price | ¥250 for the 16th series (fixed) and ¥400 for the 17th series (fixed). No adjustment clause. |
| Exercise period | 3 years for the 16th series and 5 years for the 17th series (the specific start and end dates are Not disclosed) |
| Number of Stock Acquisition Rights | Total issued: 220,000 (160,000 for the 16th series and 60,000 for the 17th series). The number of unexercised rights is Not disclosed. |
| Reason for acquisition without consideration | If the Company determines by resolution of the Board of Directors that acquisition is necessary, if an organizational restructuring is approved by resolution of a shareholders meeting, or if the shares are designated as a security under supervision, a security under special supervision, or a security to be delisted, or become subject to delisting. Upon acquisition, the Company will generally deliver an amount equal to the issue price paid per stock acquisition right. |
| Categories and Number of Persons Covered | 1 investment limited partnership, 2 corporations, and 3 individuals (including 1 representative director and CEO, 1 director, and 1 other individual) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate will be at least 25%, the Company established a special committee consisting of 2 independent outside directors and 1 external attorney, and obtained an opinion letter dated 27 April 2026 regarding the necessity and appropriateness of the transaction. No shareholder approval procedure will be conducted. |
| Most recent equity financing | Timing 28 October 2025 / Type Third-party Allotment / Amount Net proceeds of ¥198,664,000 |
| Major shareholders after the offering | Name Tahara Hiroki (田原弘貴) / Shareholding ratio 5.71%, Name Tanaka Ryo (田中遼) / Shareholding ratio 2.47%, Name Yamanaka Yusuke (山中夕典) / Shareholding ratio 2.19%, Name 株式会社a’gil / Shareholding ratio 2.13%, Name Sakamoto Masahiro (坂元政弘) / Shareholding ratio 1.77%, Name Rakuten Securities, Inc. (shared account) / Shareholding ratio 1.74%, Name DEUTSCHE BANK (SCHWEIZ) / Shareholding ratio 1.01%, Name Yoshida Masao (吉田昌勇) / Shareholding ratio 0.99%, Name Tomita Kanako (冨田加奈子) / Shareholding ratio 0.64%, Name Sakai Toyoki (坂井豊貴) / Shareholding ratio 0.62% |
| Impact on Business Performance | The impact is undetermined because the timing and scale of exercise of the stock acquisition rights are uncertain. The Company will promptly disclose any matters requiring disclosure or any impact on financial results that arises in the future. |
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsTotal 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.The funds will be used to purchase Ethereum (ETH), conduct the Ethereum ecosystem development business, and strengthen the management foundation and governance structure. The stated objective is to secure, in a phased and flexible manner, the operating funds needed for the business transformation and stabilization of the financial foundation.
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