Worth reading
82Important
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
8.57
Dilution rate (%)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 27th Stock Acquisition Rights by third-party allotment (with exercise price adjustment, mNAV, minimum exercise price adjustment and exercise suspension provisions)
Who receives how much
1,000,000 Stock Acquisition Rights; 100 common shares per right; 100,000,000 potential shares
EVO FUND1,000,000 Stock Acquisition Rights
The lower thin line represents the existing number of shares to which these shares will be added.
¥20 per stock acquisition right
Total issue value
¥20 million
Amount of funds to be raised
Total amount payable: ¥37,320,000,000; estimated net proceeds: ¥37,135,880,000
Estimated issuance expenses
Estimated issuance expenses: ¥184,120,000
Specific use of funds
Bitcoin PurchasesAmount ¥33,422 million / Scheduled timing of expenditures April 2026 to April 2028
Bitcoin Income BusinessAmount ¥3,714 million / Scheduled timing of expenditures April 2026 to April 2028
Existing Shares and Increase
+8.57%Rate of increase
1,166,803,340 shares1,266,803,340Shares
8.57% (8.58% 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
Initially ¥373. From 17 April 2026, generally adjusted to the closing price on the immediately preceding trading day. The initial minimum exercise price is ¥298; it may be adjusted by resolution of the Board of Directors but may not fall below ¥187.
Exercise period
From 16 April 2026 to 17 April 2028
Number of Stock Acquisition Rights
Total issued: 1,000,000 rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the need for financing through these Stock Acquisition Rights ceases in the future, or if a more favourable financing method or other circumstances arise, the Company may acquire all or part of the Stock Acquisition Rights remaining on an acquisition date determined by the Board of Directors at the same price as the issue price.
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 these Stock Acquisition Rights requires the prior approval of the Company's Board of Directors.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (arranger)
Intended allottee's holding policy
For investment purposes. As a rule, the common shares acquired through exercise will not be held for an extended period and will generally be sold in the market based on share price trends.
Basis for determining the amount to be paid
¥20 per right, equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The initial exercise price is ¥373, the closing price on 13 March 2026. The adjusted exercise price will be 100% of the closing price on the immediately preceding trading day, with no discount.
Procedures under the Corporate Code of Conduct
In accordance with Article 432 of the Securities Listing Regulations, the Company obtained an opinion on the necessity and appropriateness of the financing from an independent third-party committee. The committee stated that the financing was necessary and appropriate.
Most recent equity financing
Timing 8 December 2025 / Type 23rd and 24th Stock Acquisition Rights / Amount Not disclosed, Timing 29 December 2025 / Type Third-party allotment of Class B shares / Amount Not disclosed, Timing 13 February 2026 / Type Third-party allotment of common shares and 25th Stock Acquisition Rights / Amount Not disclosed, Timing Resolution on 16 March 2026 / Type Overseas third-party allotment of common shares and 26th Stock Acquisition Rights / Amount 107,368,000 common shares and 1,073,680 26th Stock Acquisition Rights
Impact on Business Performance
The impact on the fiscal year ending December 2026 and consolidated results for the fiscal year ending December 2026 is immaterial
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 27th Stock Acquisition Rights by third-party allotment (with exercise price adjustment, mNAV, minimum exercise price adjustment and exercise suspension provisions) |
| Number of shares to be issued or disposed of | 1,000,000 Stock Acquisition Rights; 100 common shares per right; 100,000,000 potential shares |
| Issue price and disposal price | ¥20 per stock acquisition right |
| Total issue value | ¥20 million |
| Amount of funds to be raised | Total amount payable: ¥37,320,000,000; estimated net proceeds: ¥37,135,880,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥184,120,000 |
| Specific use of funds | Details Bitcoin Purchases / Amount ¥33,422 million / Scheduled timing of expenditures April 2026 to April 2028, Details Bitcoin Income Business / Amount ¥3,714 million / Scheduled timing of expenditures April 2026 to April 2028 |
| Intended allottee | Name EVO FUND / Number of Shares 1,000,000 Stock Acquisition Rights |
| Intended allottee's holding policy | For investment purposes. As a rule, the common shares acquired through exercise will not be held for an extended period and will generally be sold in the market based on share price trends. |
| Dilution Rate | 8.57% (8.58% on a voting rights basis) |
| Total number of issued shares | 1,166,803,340 shares (as of 13 March 2026) → 1,266,803,340 shares (if all of these Stock Acquisition Rights are exercised)（8.57％） |
| Basis for determining the amount to be paid | ¥20 per right, equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The initial exercise price is ¥373, the closing price on 13 March 2026. The adjusted exercise price will be 100% of the closing price on the immediately preceding trading day, with no discount. |
| Exercise price | Initially ¥373. From 17 April 2026, generally adjusted to the closing price on the immediately preceding trading day. The initial minimum exercise price is ¥298; it may be adjusted by resolution of the Board of Directors but may not fall below ¥187. |
| Exercise period | From 16 April 2026 to 17 April 2028 |
| Number of Stock Acquisition Rights | Total issued: 1,000,000 rights; unexercised balance: Not disclosed |
| Conditions for lifting transfer restrictions | Any transfer of these Stock Acquisition Rights requires the prior approval of the Company's Board of Directors. |
| Reason for acquisition without consideration | If the need for financing through these Stock Acquisition Rights ceases in the future, or if a more favourable financing method or other circumstances arise, the Company may acquire all or part of the Stock Acquisition Rights remaining on an acquisition date determined by the Board of Directors at the same price as the issue price. |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. (arranger) |
| Procedures under the Corporate Code of Conduct | In accordance with Article 432 of the Securities Listing Regulations, the Company obtained an opinion on the necessity and appropriateness of the financing from an independent third-party committee. The committee stated that the financing was necessary and appropriate. |
| Most recent equity financing | Timing 8 December 2025 / Type 23rd and 24th Stock Acquisition Rights / Amount Not disclosed, Timing 29 December 2025 / Type Third-party allotment of Class B shares / Amount Not disclosed, Timing 13 February 2026 / Type Third-party allotment of common shares and 25th Stock Acquisition Rights / Amount Not disclosed, Timing Resolution on 16 March 2026 / Type Overseas third-party allotment of common shares and 26th Stock Acquisition Rights / Amount 107,368,000 common shares and 1,073,680 26th Stock Acquisition Rights |
| Impact on Business Performance | The impact on the fiscal year ending December 2026 and consolidated results for the fiscal year ending December 2026 is immaterial |
Items this document does not state (7)
Payment dateTransfer restriction periodCategories 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.Because the existing 23rd and 24th Stock Acquisition Rights are unlikely to generate short-term capital inflows at the current share price level, the Company will secure an additional means of financing. The funds raised will be used for additional bitcoin purchases and the bitcoin income business, with the aim of increasing the Company's bitcoin holdings and BTC per share.
How to read this page
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