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Share Issuance and Disposal3083Star seeds Co.,Ltd.Retail

Notice Concerning the Issuance of the Eighth to Tenth Series of Stock Acquisition Rights (Fixed Exercise Price Type) through a Third-Party Allotment

スターシーズ resolved to issue the 8th to 10th series of stock acquisition rights with fixed exercise prices, with Cantor Fitzgerald Europe and サステナブルエナジー投資事業有限責任組合 as the allottees. If all the rights are exercised, 12,000,000 new shares will be issued and approximately ¥11.95 billion will be raised at most.

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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
139.03
Dilution rate (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of the 8th to 10th series of stock acquisition rights by third-party allotment (fixed exercise price)

Who receives how much

8th series of stock acquisition rights 3,000,000 shares (potential shares) / 9th series of stock acquisition rights 2,000,000 shares (potential shares) / 10th Stock Acquisition Rights 7,000,000 shares (potential shares)

Cantor Fitzgerald Europe50,000 rights
Sustainable Energy Investment Limited Partnership70,000 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.

8th series of stock acquisition rights ¥447 per right / 9th series of stock acquisition rights ¥94 per right / 10th Stock Acquisition Rights ¥207 per right
Total issue value

¥29,780,000

Amount of funds to be raised
Total payment amount ¥12,006,780,000 / Estimated net proceeds Estimated net proceeds of ¥11,952,606,300
Estimated issuance expenses
Estimated issuance expenses of ¥54,173,700
Specific use of funds
Grid-Scale Battery BusinessAmount ¥5,900,000,000 / Scheduled timing of expenditures June 2026 to June 2029
Capital expenditures, working capital and other expenses for the AI data center businessAmount ¥5,552,606,300 / Scheduled timing of expenditures June 2026 to May 2031
Apparel BusinessAmount ¥500,000,000 / Scheduled timing of expenditures June 2026 to May 2031
Existing Shares and Increase
+139.03%Rate of increase
8,631,100 shares20,631,100Shares

139.03% (139.09% on a voting rights basis)

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
¥971.1 for the 8th series, ¥1,133.0 for the 9th series, and ¥971.1 for the 10th series. No adjustment clause applies, except for adjustments in the event of a stock split or similar event.
Exercise period
8th series 26 June 2026 to 25 June 2029 / 9th series 26 June 2026 to 25 June 2029 / 10th series 26 June 2026 to 25 June 2031
Number of Stock Acquisition Rights
Total issuance: 120,000 rights. Outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
If the company gives notice at least one month before the acquisition date, it may acquire all or part of the outstanding stock acquisition rights at the same price as the issue price.
Offering structure
Underwriter / lead underwriter
キャンターフィッツジェラルド証券株式会社 (arranger)
Intended allottee's holding policy
The investment is for pure investment purposes and is intended to be short term. Except in certain cases, CFE requires the company’s prior consent for sales on the market and intends to sell the shares off-market to overseas institutional investors. サステナ may sell the shares promptly after exercising the rights. The company’s prior consent is required for the transfer of the stock acquisition rights.
Payment date
25 June 2026
Basis for determining the amount to be paid
Based on the simple average closing price on the Tokyo Stock Exchange over the preceding three months of ¥1,079.1, the issue price for the 8th and 10th series is ¥971.1, or 90.00% (a 10% discount), and that for the 9th series is ¥1,133.0, or 105.00% (a 5% premium). Compared with the immediately preceding closing price of ¥1,000, these represent discounts of 2.9%, a premium of 13.3%, and a discount of 2.9%, respectively.
Procedures under the Corporate Code of Conduct
The company obtained opinions on the necessity and appropriateness of the transaction from a third-party committee with a certain degree of independence from management, as well as from 2 outside directors and 3 audit & supervisory board members.
Most recent equity financing
Timing Payment completed on 15 March 2024 / Type New shares and 4th series of stock acquisition rights issued by third-party allotment / Amount Total amount: ¥2,755 million (¥1,934 million for M&A), Timing Allotted on 18 September 2025; remaining rights acquired and cancelled on 28 November 2025 / Type 5th, 6th and 7th series of stock acquisition rights (with an option to adjust the exercise price) / Amount ¥99 million raised through exercise
Impact on Business Performance
There is currently no impact on results for the current fiscal year. The company will promptly disclose any matter requiring disclosure.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 8th to 10th series of stock acquisition rights by third-party allotment (fixed exercise price)
Number of shares to be issued or disposed of8th series of stock acquisition rights 3,000,000 shares (potential shares) / 9th series of stock acquisition rights 2,000,000 shares (potential shares) / 10th Stock Acquisition Rights 7,000,000 shares (potential shares)
Issue price and disposal price8th series of stock acquisition rights ¥447 per right / 9th series of stock acquisition rights ¥94 per right / 10th Stock Acquisition Rights ¥207 per right
Total issue value¥29,780,000
Amount of funds to be raisedTotal payment amount ¥12,006,780,000 / Estimated net proceeds Estimated net proceeds of ¥11,952,606,300
Estimated issuance expensesEstimated issuance expenses of ¥54,173,700
Specific use of fundsDetails Grid-Scale Battery Business / Amount ¥5,900,000,000 / Scheduled timing of expenditures June 2026 to June 2029, Details Capital expenditures, working capital and other expenses for the AI data center business / Amount ¥5,552,606,300 / Scheduled timing of expenditures June 2026 to May 2031, Details Apparel Business / Amount ¥500,000,000 / Scheduled timing of expenditures June 2026 to May 2031
Payment date25 June 2026
Intended allotteeName Cantor Fitzgerald Europe / Subject 8th and 9th series of stock acquisition rights / Number of units 50,000 rights, Name Sustainable Energy Investment Limited Partnership / Subject 10th Stock Acquisition Rights / Number of units 70,000 rights
Intended allottee's holding policyThe investment is for pure investment purposes and is intended to be short term. Except in certain cases, CFE requires the company’s prior consent for sales on the market and intends to sell the shares off-market to overseas institutional investors. サステナ may sell the shares promptly after exercising the rights. The company’s prior consent is required for the transfer of the stock acquisition rights.
Dilution Rate139.03% (139.09% on a voting rights basis)
Total number of issued shares8,631,100 shares → 20,631,100 shares (if all rights are exercised)(139.03%)
Basis for determining the amount to be paidBased on the simple average closing price on the Tokyo Stock Exchange over the preceding three months of ¥1,079.1, the issue price for the 8th and 10th series is ¥971.1, or 90.00% (a 10% discount), and that for the 9th series is ¥1,133.0, or 105.00% (a 5% premium). Compared with the immediately preceding closing price of ¥1,000, these represent discounts of 2.9%, a premium of 13.3%, and a discount of 2.9%, respectively.
Exercise price¥971.1 for the 8th series, ¥1,133.0 for the 9th series, and ¥971.1 for the 10th series. No adjustment clause applies, except for adjustments in the event of a stock split or similar event.
Exercise period8th series 26 June 2026 to 25 June 2029 / 9th series 26 June 2026 to 25 June 2029 / 10th series 26 June 2026 to 25 June 2031
Number of Stock Acquisition RightsTotal issuance: 120,000 rights. Outstanding unexercised rights: Not disclosed.
Reason for acquisition without considerationIf the company gives notice at least one month before the acquisition date, it may acquire all or part of the outstanding stock acquisition rights at the same price as the issue price.
Underwriter / lead underwriterキャンターフィッツジェラルド証券株式会社 (arranger)
Procedures under the Corporate Code of ConductThe company obtained opinions on the necessity and appropriateness of the transaction from a third-party committee with a certain degree of independence from management, as well as from 2 outside directors and 3 audit & supervisory board members.
Most recent equity financingTiming Payment completed on 15 March 2024 / Type New shares and 4th series of stock acquisition rights issued by third-party allotment / Amount Total amount: ¥2,755 million (¥1,934 million for M&A), Timing Allotted on 18 September 2025; remaining rights acquired and cancelled on 28 November 2025 / Type 5th, 6th and 7th series of stock acquisition rights (with an option to adjust the exercise price) / Amount ¥99 million raised through exercise
Impact on Business PerformanceThere is currently no impact on results for the current fiscal year. The company will promptly disclose any matter requiring disclosure.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor 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.

To secure funds for capital expenditures and working capital for the grid-scale battery storage business and AI data center business, as well as restructuring funds, including M&A and business alliances in the apparel business, thereby pursuing business growth and strengthening the financial base.

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Notice Concerning the Issuance of the Eighth to Tenth Series of Stock Acquisition Rights (Fixed Exercise Price Type) through a Third-Party Allotment | Star seeds Co.,Ltd. (3083) timely disclosure | Komori