Komori
Share Issuance and Disposal3174Happiness and D Co.,Ltd.Retail

Notice Regarding Completion of Payment for the Issuance of the 14th Stock Acquisition Rights (with Exercise Price Adjustment Clause) through a Third-Party Allotment

Payment of the total issue price of ¥678,000 by the allottees for the issuance of the 14th Stock Acquisition Rights by third-party allotment has been completed. The stock acquisition rights include an exercise price adjustment clause and, if exercised in the future, may result in the issuance of up to 600,000 new shares.

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678000
¥
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Details of issuance or disposal

Issuance of the 14th Stock Acquisition Rights by third-party allotment (with exercise price adjustment clause)

発行・処分する株式数

600,000 common shares (6,000 stock acquisition rights, with each stock acquisition right representing 100 shares)

Intended allottee
Name Long Corridor Alpha Opportunities Master Fund / Number of stock acquisition rights 4,440 stock acquisition rights, Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of stock acquisition rights 480 stock acquisition rights, Name BEMAP Master Fund Ltd. / Number of stock acquisition rights 1,080 stock acquisition rights
¥113 per stock acquisition right
Total issue value

¥678,000

Amount of funds to be raised
¥272,239,000 (the amount obtained by deducting the estimated issuance expenses from the total issue price and the total value of the assets contributed upon exercise; subject to change due to adjustments to the exercise price or failure to exercise the rights)
Terms of the stock acquisition rights
Exercise price
Initial exercise price: ¥462. Subject to an adjustment clause. The adjustment reference price is 90% of the closing price on the adjustment reference date, and the minimum exercise price is ¥257. No maximum exercise price.
Exercise period
Start Date 26 June 2026 / End date 25 June 2027
Number of Stock Acquisition Rights
Total number issued: 6,000 stock acquisition rights. Unexercised balance: Not disclosed
Intended allottee's holding policy
Any transfer requires the company’s prior written approval.
Payment date
25 June 2026
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 14th Stock Acquisition Rights by third-party allotment (with exercise price adjustment clause)
Number of shares to be issued or disposed of600,000 common shares (6,000 stock acquisition rights, with each stock acquisition right representing 100 shares)
Issue price and disposal price¥113 per stock acquisition right
Total issue value¥678,000
Amount of funds to be raised¥272,239,000 (the amount obtained by deducting the estimated issuance expenses from the total issue price and the total value of the assets contributed upon exercise; subject to change due to adjustments to the exercise price or failure to exercise the rights)
Payment date25 June 2026
Intended allotteeName Long Corridor Alpha Opportunities Master Fund / Number of stock acquisition rights 4,440 stock acquisition rights, Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of stock acquisition rights 480 stock acquisition rights, Name BEMAP Master Fund Ltd. / Number of stock acquisition rights 1,080 stock acquisition rights
Intended allottee's holding policyAny transfer requires the company’s prior written approval.
Exercise priceInitial exercise price: ¥462. Subject to an adjustment clause. The adjustment reference price is 90% of the closing price on the adjustment reference date, and the minimum exercise price is ¥257. No maximum exercise price.
Exercise periodStart Date 26 June 2026 / End date 25 June 2027
Number of Stock Acquisition RightsTotal number issued: 6,000 stock acquisition rights. Unexercised balance: Not disclosed
Items this document does not state (17)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesBasis for determining the amount to be paidTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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.

Payment of the total issue price for the stock acquisition rights resolved on 9 June 2026 was completed on 25 June 2026.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Completion of Payment for the Issuance of the 14th Stock Acquisition Rights (with Exercise Price Adjustment Clause) through a Third-Party Allotment | Happiness and D Co.,Ltd. (3174) timely disclosure | Komori