Worth reading
86Important
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
1069695250
¥Wording
Conditional
How definitive the wording is.Details of issuance or disposal
1st Series of Unsecured Convertible Bonds with Stock Acquisition Rights through a Third-Party Allotment (fixed conversion price), 6th Series of Stock Acquisition Rights through a Third-Party Allotment (fixed exercise price)
Who receives how much
Potential shares from conversion of convertible bonds with stock acquisition rights 429,447 shares / Potential shares from exercise of Sixth Series Stock Acquisition Rights 225,000 shares
シンプレクス・キャピタル・PIPEs投資事業有限責任組合1号40 convertible bonds with stock acquisition rights and 2,250 stock acquisition rights
The lower thin line represents the existing number of shares to which these shares will be added.
Bonds with Share Acquisition Rights ¥100 per ¥100 face value of each bond / Sixth Series Stock Acquisition Rights ¥1,309 per stock acquisition right
Total issue value
Bonds with Share Acquisition Rights ¥700,000,000 / Sixth Series Stock Acquisition Rights ¥2,945,250
Amount of funds to be raised
Total payment amount ¥1,069,695,250 / Estimated net proceeds ¥1,059,695,250
Estimated issuance expenses
¥10,000,000
Specific use of funds
Investment in existing businessesAmount ¥190 million / Scheduled timing of expenditures May 2026 to April 2027
Expenses related to M&A and capital and business alliancesAmount ¥500 million / Scheduled timing of expenditures July 2026 to February 2027
Investment in existing businessesAmount ¥160 million / Scheduled timing of expenditures April 2027 to November 2028
Expenses related to M&A and capital and business alliancesAmount ¥209 million / Scheduled timing of expenditures May 2027 to November 2027
Existing Shares and Increase
+17.70%Rate of increase
3,698,100 shares4,352,547Shares
Up to 17.70% (up to 17.71% based on the number of 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
Initially ¥1,630. Adjustment provisions apply. The price will be adjusted in the event of a stock split, an issuance of shares at a lower issue price or a special dividend, among other events; no floor exercise price is specified.
Exercise period
13 May 2026 to 30 December 2030 (the stock acquisition rights attached to the convertible bonds with stock acquisition rights may be exercised through 26 December 2030)
Number of Stock Acquisition Rights
Total issuance: 2,250 stock acquisition rights. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
The terms provide that the Company will acquire the securities if the proposed allottee requests their acquisition in certain circumstances. Specific acquisition conditions include a corporate reorganization, a tender offer, circumstances giving rise to delisting, a change in control, a squeeze-out, and a breach of certain financial covenants.
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.
Transfer restriction period
As a general rule, the convertible bonds with stock acquisition rights may not be converted and the stock acquisition rights may not be exercised without prior consent for 1 year and 6 months from the payment date for the convertible bonds with stock acquisition rights, and for 1 year from the payment date for the stock acquisition rights. Transfers to third parties require approval by the Board of Directors.
Conditions for lifting transfer restrictions
Conversion or exercise is permitted with the Company's prior consent. Circumstances contemplated include cases where the share price is substantially above the conversion price or exercise price and conversion or exercise is reasonable in light of funding needs or the Company's capital policy.
Offering structure
Major shareholders after the offering
Name ET Family Asset Co., Ltd. / Shareholding ratio 45.95％Name シンプレクス・キャピタル・PIPEs投資事業有限責任組合1号 / Shareholding ratio 15.03％Name SBI AI&Blockchain Investment Limited Partnership / Shareholding ratio 5.74％Name Enami Daisuke (榎並大輔) / Shareholding ratio 2.28％Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.11％Name LIN SHU-HUNG / Shareholding ratio 1.72％Name LIN SHU-HSUAN / Shareholding ratio 1.72％Name Kyushu Entrepreneur Club No. 2 Investment Limited Partnership / Shareholding ratio 1.59％Name Fujimoto Shigeru (藤本茂) / Shareholding ratio 1.56％Name CBC Co., Ltd. / Shareholding ratio 1.43％
Intended allottee's holding policy
The proposed allottee does not intend to transfer the convertible bonds with stock acquisition rights or the stock acquisition rights to a third party within a short period after the allotment. Although it does not rule out selling the acquired shares in the market, its basic policy is to transfer them to strategic counterparties and institutional investors, and to sell them while taking into account the performance of the Company's group, dividend conditions and market trends.
Payment date
12 May 2026
Basis for determining the amount to be paid
110% of the average closing price for the 25 trading days preceding 17 April 2026 (rounded up to the nearest yen). The conversion price and exercise price are ¥1,630. This represents premiums of 24.52% over the previous business day's closing price of ¥1,309, 9.99% over the average price for the most recent month of ¥1,482, 12.18% over the average price for the most recent three months of ¥1,453, and 29.88% over the average price for the most recent six months of ¥1,255.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent.
Most recent equity financing
Timing 3 December 2024 / Type Public offering (upon initial listing) / Amount ¥251,200 thousand (estimated net proceeds), Timing 8 January 2025 / Type Third-party allotment (in connection with an offering through an over-allotment) / Amount ¥100,878 thousand (estimated net proceeds)
Impact on Business Performance
The impact of this financing on the forecast for the fiscal year ending November 2026 is expected to be minor, and no revision has been made to the earnings forecast.
| Item | Details |
|---|---|
| Type of issuance or disposal | 1st Series of Unsecured Convertible Bonds with Stock Acquisition Rights through a Third-Party Allotment (fixed conversion price), 6th Series of Stock Acquisition Rights through a Third-Party Allotment (fixed exercise price) |
| Number of shares to be issued or disposed of | Potential shares from conversion of convertible bonds with stock acquisition rights 429,447 shares / Potential shares from exercise of Sixth Series Stock Acquisition Rights 225,000 shares |
| Issue price and disposal price | Bonds with Share Acquisition Rights ¥100 per ¥100 face value of each bond / Sixth Series Stock Acquisition Rights ¥1,309 per stock acquisition right |
| Total issue value | Bonds with Share Acquisition Rights ¥700,000,000 / Sixth Series Stock Acquisition Rights ¥2,945,250 |
| Amount of funds to be raised | Total payment amount ¥1,069,695,250 / Estimated net proceeds ¥1,059,695,250 |
| Estimated issuance expenses | ¥10,000,000 |
| Specific use of funds | Details Investment in existing businesses / Amount ¥190 million / Scheduled timing of expenditures May 2026 to April 2027, Details Expenses related to M&A and capital and business alliances / Amount ¥500 million / Scheduled timing of expenditures July 2026 to February 2027, Details Investment in existing businesses / Amount ¥160 million / Scheduled timing of expenditures April 2027 to November 2028, Details Expenses related to M&A and capital and business alliances / Amount ¥209 million / Scheduled timing of expenditures May 2027 to November 2027 |
| Payment date | 12 May 2026 |
| Intended allottee | Name シンプレクス・キャピタル・PIPEs投資事業有限責任組合1号 / Number of Shares 40 convertible bonds with stock acquisition rights and 2,250 stock acquisition rights |
| Intended allottee's holding policy | The proposed allottee does not intend to transfer the convertible bonds with stock acquisition rights or the stock acquisition rights to a third party within a short period after the allotment. Although it does not rule out selling the acquired shares in the market, its basic policy is to transfer them to strategic counterparties and institutional investors, and to sell them while taking into account the performance of the Company's group, dividend conditions and market trends. |
| Dilution Rate | Up to 17.70% (up to 17.71% based on the number of voting rights) |
| Total number of issued shares | 3,698,100 shares → 4,352,547 shares（17.70％） |
| Basis for determining the amount to be paid | 110% of the average closing price for the 25 trading days preceding 17 April 2026 (rounded up to the nearest yen). The conversion price and exercise price are ¥1,630. This represents premiums of 24.52% over the previous business day's closing price of ¥1,309, 9.99% over the average price for the most recent month of ¥1,482, 12.18% over the average price for the most recent three months of ¥1,453, and 29.88% over the average price for the most recent six months of ¥1,255. |
| Exercise price | Initially ¥1,630. Adjustment provisions apply. The price will be adjusted in the event of a stock split, an issuance of shares at a lower issue price or a special dividend, among other events; no floor exercise price is specified. |
| Exercise period | 13 May 2026 to 30 December 2030 (the stock acquisition rights attached to the convertible bonds with stock acquisition rights may be exercised through 26 December 2030) |
| Number of Stock Acquisition Rights | Total issuance: 2,250 stock acquisition rights. Unexercised balance: Not disclosed. |
| Transfer restriction period | As a general rule, the convertible bonds with stock acquisition rights may not be converted and the stock acquisition rights may not be exercised without prior consent for 1 year and 6 months from the payment date for the convertible bonds with stock acquisition rights, and for 1 year from the payment date for the stock acquisition rights. Transfers to third parties require approval by the Board of Directors. |
| Conditions for lifting transfer restrictions | Conversion or exercise is permitted with the Company's prior consent. Circumstances contemplated include cases where the share price is substantially above the conversion price or exercise price and conversion or exercise is reasonable in light of funding needs or the Company's capital policy. |
| Reason for acquisition without consideration | The terms provide that the Company will acquire the securities if the proposed allottee requests their acquisition in certain circumstances. Specific acquisition conditions include a corporate reorganization, a tender offer, circumstances giving rise to delisting, a change in control, a squeeze-out, and a breach of certain financial covenants. |
| Procedures under the Corporate Code of Conduct | As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent. |
| Most recent equity financing | Timing 3 December 2024 / Type Public offering (upon initial listing) / Amount ¥251,200 thousand (estimated net proceeds), Timing 8 January 2025 / Type Third-party allotment (in connection with an offering through an over-allotment) / Amount ¥100,878 thousand (estimated net proceeds) |
| Major shareholders after the offering | Name ET Family Asset Co., Ltd. / Shareholding ratio 45.95％, Name シンプレクス・キャピタル・PIPEs投資事業有限責任組合1号 / Shareholding ratio 15.03％, Name SBI AI&Blockchain Investment Limited Partnership / Shareholding ratio 5.74％, Name Enami Daisuke (榎並大輔) / Shareholding ratio 2.28％, Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.11％, Name LIN SHU-HUNG / Shareholding ratio 1.72％, Name LIN SHU-HSUAN / Shareholding ratio 1.72％, Name Kyushu Entrepreneur Club No. 2 Investment Limited Partnership / Shareholding ratio 1.59％, Name Fujimoto Shigeru (藤本茂) / Shareholding ratio 1.56％, Name CBC Co., Ltd. / Shareholding ratio 1.43％ |
| Impact on Business Performance | The impact of this financing on the forecast for the fiscal year ending November 2026 is expected to be minor, and no revision has been made to the earnings forecast. |
Items this document does not state (5)
Categories and Number of Persons CoveredTotal 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.To secure funds for growth investments in existing businesses, the launch and expansion of the agency business, recruitment and training, enhancement of the platform and systems, and M&A and capital and business alliances. The Company also aims to enhance corporate value by receiving support from the proposed allottee in areas including capital markets, business partners, talent referrals, investor relations and M&A sourcing.
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