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
9.8
Maximum dilution rate (as a percentage of total shares issued)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 18th to 22nd stock acquisition rights through a third-party allotment (with exercise price adjustment clauses) and the 23rd to 27th stock acquisition rights
Who receives how much
Potential shares: 955,500 shares (100 shares per stock acquisition right). The number issued will be 2,133 rights for the 18th issue, 2,133 for the 19th, 2,133 for the 20th, 2,133 for the 21st, 948 for the 22nd, 25 for the 23rd, 18 for the 24th, 13 for the 25th, 10 for the 26th and 7 for the 27th. The description of the dilution states a maximum of 955,300 shares to be delivered.
Mizuho Securities Co., Ltd.Total of 9,480 rights
Toku-shige Toru (德重徹)Total of 73 rights
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.
Per stock acquisition right: ¥3,700 for the 18th issue, ¥3,300 for the 19th, ¥3,100 for the 20th, ¥2,700 for the 21st, ¥2,600 for the 22nd, ¥2,900 for the 23rd, ¥2,700 for the 24th, ¥2,600 for the 25th, ¥2,200 for the 26th and ¥2,100 for the 27th. However, if the recalculated amount exceeds these amounts on the pricing determination date, the recalculated amount will apply.
Total issue value
¥29,958,800 (subject to a possible increase on the pricing determination date)
Amount of funds to be raised
Total amount paid in: ¥14,514,038,800; estimated net proceeds: ¥14,500,038,800
Estimated issuance expenses
Estimated issuance expenses: ¥14,000,000
Specific use of funds
Funds for the full-scale launch of the defense businessAmount ¥6,500 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for development and business strengthening toward the full-scale development of the UTM businessAmount ¥3,000 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for future M&A and capital and business alliancesAmount ¥2,700 million / Scheduled timing of expenditures July 2026 to January 2030
Funds for the expansion and strengthening of other existing businessesAmount ¥2,300 million / Scheduled timing of expenditures July 2026 to January 2030
Existing Shares and Increase
+9.80%Rate of increase
9,718,000 shares10,673,300Shares
Maximum 9.80% (as a percentage of total shares issued); maximum 9.85% (as a percentage of 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
18th: initially, the higher of the closing price on the Tokyo Stock Exchange on 12 June 2026 and the closing price on the trading day immediately preceding the pricing determination date; floor of ¥8,000 (absolute floor of ¥4,050). 19th: the higher of ¥11,000 and the closing price on the trading day immediately preceding the pricing determination date; floor of ¥11,000 (absolute floor of ¥4,050). 20th: the higher of ¥15,000 and the same closing price; floor of ¥15,000 (absolute floor of ¥7,500). 21st: ¥20,000; floor of ¥20,000 (absolute floor of ¥10,000). 22nd: ¥30,000; floor of ¥30,000 (absolute floor of ¥15,000). 23rd: the higher of ¥8,100 and the same closing price. 24th: the higher of ¥11,000 and the same closing price. 25th: the higher of ¥15,000 and the same closing price. 26th: ¥20,000. 27th: ¥30,000. The 18th to 22nd issues have clauses providing for adjustment to 95% of the Tokyo Stock Exchange closing price and for adjustment of the floor price. The 23rd to 27th issues have no adjustment clauses.
Exercise period
Approximately 3 years. The expiration date of the exercise period for the 18th to 22nd issues is 9 July 2029. Start date: Not disclosed
Number of Stock Acquisition Rights
Total number issued: 9,553 rights. Number of unexercised rights: Not disclosed
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
Any transfer of the stock acquisition rights to a third party requires approval from the Company's Board of Directors.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (the proposed allottee for the 18th to 22nd issues)
Major shareholders after the offering
Name テラ株式会社 / Shareholding ratio 36.12％Name Toku-shige Toru (德重徹) / Shareholding ratio 12.43％Name SAUDI ARAMCO ENTREPRENEURSHIP VENTURES COMPANY LIMITED / Shareholding ratio 4.28％Name SBI4&5投資事業有限責任組合 / Shareholding ratio 2.10％Name VLI-SA ベンチャーファンド2号投資事業有限責任組合 / Shareholding ratio 1.43％Name ナントCVC2号投資事業有限責任組合 / Shareholding ratio 1.23％Name SBI4&5投資事業有限責任組合2号 / Shareholding ratio 1.19％Name First Brothers Co.,Ltd. / Shareholding ratio 1.04％Name Kandori Kota (神取弘太) / Shareholding ratio 0.91％Name Seki Teppei (関鉄平) / Shareholding ratio 0.90％
Categories and Number of Persons Covered
1 company, Mizuho Securities Co., Ltd. (18th to 22nd issues, total of 9,480 rights); 1 person, Representative Director and President Toku-shige Toru (德重徹) (23rd to 27th issues, total of 73 rights)
Intended allottee's holding policy
Mizuho Securities does not intend to hold the shares acquired upon exercise for an extended period and plans to sell them promptly, taking share price and market conditions into consideration. Toku-shige Toru (德重徹) intends to exercise the rights from time to time and hold the acquired shares over the medium to long term. Any transfer of the stock acquisition rights to a third party requires approval from the Company's Board of Directors.
Payment date
Either 6 July 2026 or 7 July 2026 (the date 15 days after the pricing determination date; if this falls on a bank holiday, the next bank business day)
Basis for determining the amount to be paid
The issue prices of the stock acquisition rights are equal to the valuation amounts calculated by Plutus Consulting Co., Ltd. using a Monte Carlo simulation. The exercise price for the 18th issue will be the higher of the Tokyo Stock Exchange closing price on 12 June 2026 and the closing price on the trading day immediately preceding the pricing determination date. For part of the 19th to 25th issues, the exercise price will likewise be the higher of the specified amount and the closing price on the trading day immediately preceding the pricing determination date. The exercise prices for the 18th to 22nd issues, after adjustment, will be 95% of the closing price on the immediately preceding trading day, with amounts below ¥1 rounded down.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and does not involve a change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval process is required. With respect to the issuance of the 23rd to 27th issues to controlling shareholder Toku-shige Toru (德重徹), the Company obtained the view of all 3 independent outside corporate auditors that the issuance would not disadvantage minority shareholders.
Most recent equity financing
Timing Payment made on 28 November 2024 / Type Public offering (upon initial listing) / Amount ¥2,485,260,000 (estimated net proceeds)
Impact on Business Performance
This financing will have no impact on the earnings forecast for the current fiscal year. Over the medium to long term, the Company believes it will contribute to business expansion, improved profitability, a stronger financial position and enhanced corporate value.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 18th to 22nd stock acquisition rights through a third-party allotment (with exercise price adjustment clauses) and the 23rd to 27th stock acquisition rights |
| Number of shares to be issued or disposed of | Potential shares: 955,500 shares (100 shares per stock acquisition right). The number issued will be 2,133 rights for the 18th issue, 2,133 for the 19th, 2,133 for the 20th, 2,133 for the 21st, 948 for the 22nd, 25 for the 23rd, 18 for the 24th, 13 for the 25th, 10 for the 26th and 7 for the 27th. The description of the dilution states a maximum of 955,300 shares to be delivered. |
| Issue price and disposal price | Per stock acquisition right: ¥3,700 for the 18th issue, ¥3,300 for the 19th, ¥3,100 for the 20th, ¥2,700 for the 21st, ¥2,600 for the 22nd, ¥2,900 for the 23rd, ¥2,700 for the 24th, ¥2,600 for the 25th, ¥2,200 for the 26th and ¥2,100 for the 27th. However, if the recalculated amount exceeds these amounts on the pricing determination date, the recalculated amount will apply. |
| Total issue value | ¥29,958,800 (subject to a possible increase on the pricing determination date) |
| Amount of funds to be raised | Total amount paid in: ¥14,514,038,800; estimated net proceeds: ¥14,500,038,800 |
| Estimated issuance expenses | Estimated issuance expenses: ¥14,000,000 |
| Specific use of funds | Details Funds for the full-scale launch of the defense business / Amount ¥6,500 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for development and business strengthening toward the full-scale development of the UTM business / Amount ¥3,000 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for future M&A and capital and business alliances / Amount ¥2,700 million / Scheduled timing of expenditures July 2026 to January 2030, Details Funds for the expansion and strengthening of other existing businesses / Amount ¥2,300 million / Scheduled timing of expenditures July 2026 to January 2030 |
| Payment date | Either 6 July 2026 or 7 July 2026 (the date 15 days after the pricing determination date; if this falls on a bank holiday, the next bank business day) |
| Intended allottee | Name Mizuho Securities Co., Ltd. / Applicable stock acquisition rights 18th to 22nd / Number of units Total of 9,480 rights, Name Toku-shige Toru (德重徹) / Applicable stock acquisition rights 23rd to 27th / Number of units Total of 73 rights |
| Intended allottee's holding policy | Mizuho Securities does not intend to hold the shares acquired upon exercise for an extended period and plans to sell them promptly, taking share price and market conditions into consideration. Toku-shige Toru (德重徹) intends to exercise the rights from time to time and hold the acquired shares over the medium to long term. Any transfer of the stock acquisition rights to a third party requires approval from the Company's Board of Directors. |
| Dilution Rate | Maximum 9.80% (as a percentage of total shares issued); maximum 9.85% (as a percentage of total voting rights) |
| Total number of issued shares | 9,718,000 shares (as of 31 January 2026) → 10,673,300 shares (if all of these stock acquisition rights are exercised, based on the 955,300-share maximum stated in the text)（9.80％） |
| Basis for determining the amount to be paid | The issue prices of the stock acquisition rights are equal to the valuation amounts calculated by Plutus Consulting Co., Ltd. using a Monte Carlo simulation. The exercise price for the 18th issue will be the higher of the Tokyo Stock Exchange closing price on 12 June 2026 and the closing price on the trading day immediately preceding the pricing determination date. For part of the 19th to 25th issues, the exercise price will likewise be the higher of the specified amount and the closing price on the trading day immediately preceding the pricing determination date. The exercise prices for the 18th to 22nd issues, after adjustment, will be 95% of the closing price on the immediately preceding trading day, with amounts below ¥1 rounded down. |
| Exercise price | 18th: initially, the higher of the closing price on the Tokyo Stock Exchange on 12 June 2026 and the closing price on the trading day immediately preceding the pricing determination date; floor of ¥8,000 (absolute floor of ¥4,050). 19th: the higher of ¥11,000 and the closing price on the trading day immediately preceding the pricing determination date; floor of ¥11,000 (absolute floor of ¥4,050). 20th: the higher of ¥15,000 and the same closing price; floor of ¥15,000 (absolute floor of ¥7,500). 21st: ¥20,000; floor of ¥20,000 (absolute floor of ¥10,000). 22nd: ¥30,000; floor of ¥30,000 (absolute floor of ¥15,000). 23rd: the higher of ¥8,100 and the same closing price. 24th: the higher of ¥11,000 and the same closing price. 25th: the higher of ¥15,000 and the same closing price. 26th: ¥20,000. 27th: ¥30,000. The 18th to 22nd issues have clauses providing for adjustment to 95% of the Tokyo Stock Exchange closing price and for adjustment of the floor price. The 23rd to 27th issues have no adjustment clauses. |
| Exercise period | Approximately 3 years. The expiration date of the exercise period for the 18th to 22nd issues is 9 July 2029. Start date: Not disclosed |
| Number of Stock Acquisition Rights | Total number issued: 9,553 rights. Number of unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | Any transfer of the stock acquisition rights to a third party requires approval from the Company's Board of Directors. |
| Categories and Number of Persons Covered | 1 company, Mizuho Securities Co., Ltd. (18th to 22nd issues, total of 9,480 rights); 1 person, Representative Director and President Toku-shige Toru (德重徹) (23rd to 27th issues, total of 73 rights) |
| Underwriter / lead underwriter | Mizuho Securities Co., Ltd. (the proposed allottee for the 18th to 22nd issues) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and does not involve a change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval process is required. With respect to the issuance of the 23rd to 27th issues to controlling shareholder Toku-shige Toru (德重徹), the Company obtained the view of all 3 independent outside corporate auditors that the issuance would not disadvantage minority shareholders. |
| Most recent equity financing | Timing Payment made on 28 November 2024 / Type Public offering (upon initial listing) / Amount ¥2,485,260,000 (estimated net proceeds) |
| Major shareholders after the offering | Name テラ株式会社 / Shareholding ratio 36.12％, Name Toku-shige Toru (德重徹) / Shareholding ratio 12.43％, Name SAUDI ARAMCO ENTREPRENEURSHIP VENTURES COMPANY LIMITED / Shareholding ratio 4.28％, Name SBI4&5投資事業有限責任組合 / Shareholding ratio 2.10％, Name VLI-SA ベンチャーファンド2号投資事業有限責任組合 / Shareholding ratio 1.43％, Name ナントCVC2号投資事業有限責任組合 / Shareholding ratio 1.23％, Name SBI4&5投資事業有限責任組合2号 / Shareholding ratio 1.19％, Name First Brothers Co.,Ltd. / Shareholding ratio 1.04％, Name Kandori Kota (神取弘太) / Shareholding ratio 0.91％, Name Seki Teppei (関鉄平) / Shareholding ratio 0.90％ |
| Impact on Business Performance | This financing will have no impact on the earnings forecast for the current fiscal year. Over the medium to long term, the Company believes it will contribute to business expansion, improved profitability, a stronger financial position and enhanced corporate value. |
Items this document does not state (5)
Transfer restriction periodReason for acquisition without considerationTotal Stock-Based CompensationOverallotmentStock 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 secure growth capital required for the full-scale launch of the defense business, the development and strengthening of the UTM business, future M&A and capital and business alliances, and the expansion and strengthening of existing businesses. In addition, the allotment to Toku-shige Toru (德重徹) is intended to demonstrate his commitment to management and confidence in the Company's corporate value.
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