Issuance of New Shares and the 18th Stock Acquisition Rights through a Third-Party Allotment; Change in Major Shareholders
MBK Co.,Ltd. (the filing company). The planned allottee is PCK Capital Limited Liability Partnership, and the entity subject to the change in major shareholders is Total Network Holdings Limited.
MBK Co.,Ltd. common shares and the 18th Stock Acquisition Rights
Part of the funding expected from the issuance and exercise of the 17th Stock Acquisition Rights in July 2025 remained unraised, and the Company intends to raise part of that amount. The Company also intends to secure funding for new businesses, including M&A and investments in companies and projects. It would be difficult to secure funding of this scale quickly using existing funds and ordinary cash flow, and the ¥916 million in cash and deposits is also scheduled to be invested in income-generating real estate. The change in major shareholders is due to share dilution resulting from the issuance of the new shares.
Amount: Not disclosed. The change in major shareholders will have no impact on results. The impact of this funding is yet to be determined.
The impact of this funding is yet to be determined, and the Company will disclose it promptly once it becomes clear. The change in major shareholders will have no impact on results.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
32,011 voting rights (3,201,100 shares), 10.55%, as of 27 March 2026.
31,354 voting rights (3,135,400 shares), 9.99%. Calculated based on 313,558 voting rights, comprising the 303,558 total voting rights as of 27 March 2026 plus 10,000 voting rights attached to the new shares.
Company response
The Company obtained a valuation report on the Stock Acquisition Rights from Tokyo Financial Advisors Co., Ltd. It commissioned Risk Pro Co., Ltd. to conduct investigations into antisocial forces in relation to the planned allottee, its partners and the lenders providing loans for the payment funds, and received an investigation report. Third-party committee and special investigation committee: Not disclosed.
Payment for and allotment of the new shares and the Stock Acquisition Rights are scheduled for 11 May 2026. The exercise period for the Stock Acquisition Rights is from 12 May 2026 to 11 May 2028. The proceeds are scheduled to be used for M&A and investments in companies and projects from June 2026 to June 2028. The Company will promptly disclose any impact of the funding once it becomes clear.
The Company will promptly disclose any impact of the funding once it becomes clear. If specific investment projects take concrete shape, it will make timely and appropriate disclosures, and will promptly disclose and announce any changes to the use or amount of the funds.
| Item | Details |
|---|---|
| Event name | Issuance of New Shares and the 18th Stock Acquisition Rights through a Third-Party Allotment; Change in Major Shareholders |
| Date of occurrence | 20 April 2026 (the date on which the Board of Directors resolved on the third-party allotment). The scheduled date of the change in major shareholders is 11 May 2026. |
| Subject Entity | MBK Co.,Ltd. (the filing company). The planned allottee is PCK Capital Limited Liability Partnership, and the entity subject to the change in major shareholders is Total Network Holdings Limited. |
| Target Locations / Products | MBK Co.,Ltd. common shares and the 18th Stock Acquisition Rights |
| Cause | Part of the funding expected from the issuance and exercise of the 17th Stock Acquisition Rights in July 2025 remained unraised, and the Company intends to raise part of that amount. The Company also intends to secure funding for new businesses, including M&A and investments in companies and projects. It would be difficult to secure funding of this scale quickly using existing funds and ordinary cash flow, and the ¥916 million in cash and deposits is also scheduled to be invested in income-generating real estate. The change in major shareholders is due to share dilution resulting from the issuance of the new shares. |
| Amount of Impact on Business Performance | Amount: Not disclosed. The change in major shareholders will have no impact on results. The impact of this funding is yet to be determined. |
| Impact on Earnings Forecast | The impact of this funding is yet to be determined, and the Company will disclose it promptly once it becomes clear. The change in major shareholders will have no impact on results. |
| Investigation structure | The Company obtained a valuation report on the Stock Acquisition Rights from Tokyo Financial Advisors Co., Ltd. It commissioned Risk Pro Co., Ltd. to conduct investigations into antisocial forces in relation to the planned allottee, its partners and the lenders providing loans for the payment funds, and received an investigation report. Third-party committee and special investigation committee: Not disclosed. |
| Voting rights ownership percentage before the change | 32,011 voting rights (3,201,100 shares), 10.55%, as of 27 March 2026. |
| Voting rights ownership percentage after the change | 31,354 voting rights (3,135,400 shares), 9.99%. Calculated based on 313,558 voting rights, comprising the 303,558 total voting rights as of 27 March 2026 plus 10,000 voting rights attached to the new shares. |
| Outlook | Payment for and allotment of the new shares and the Stock Acquisition Rights are scheduled for 11 May 2026. The exercise period for the Stock Acquisition Rights is from 12 May 2026 to 11 May 2028. The proceeds are scheduled to be used for M&A and investments in companies and projects from June 2026 to June 2028. The Company will promptly disclose any impact of the funding once it becomes clear. |
| Planned follow-up disclosure | The Company will promptly disclose any impact of the funding once it becomes clear. If specific investment projects take concrete shape, it will make timely and appropriate disclosures, and will promptly disclose and announce any changes to the use or amount of the funds. |
Items this document does not state (13)
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 cover part of the ¥3,233 million in proceeds that remained unraised from the 17th Stock Acquisition Rights issued in July 2025, and to secure funding for new businesses, including M&A and investments in companies and projects. The Company explains that it would be difficult to secure funding of this scale quickly using existing funds and ordinary cash flow, and that it needs to improve its financial position and pursue growth investments.