Worth reading
85Important
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
84348219632
Japanese yen (approximate net proceeds)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment, Issuance of fixed exercise price-type Stock Acquisition Rights by third-party allotment
Who receives how much
New shares 107,368,000 common shares / Potential shares underlying the stock acquisition rights 107,368,000 common shares
14 overseas institutional investors listed in Appendix 1 (these shares and these Stock Acquisition Rights)
The lower thin line represents the existing number of shares to which these shares will be added.
New shares ¥380 per share / Stock Acquisition Rights ¥410 per Stock Acquisition Right
Total issue value
New shares ¥40,799,840,000 / Stock Acquisition Rights ¥440,208,800
Amount of funds to be raised
Total payment amount ¥84,348,219,632 (¥40,799,840,000 for these shares, plus ¥44,461,088,800 comprising the payment amount and exercise price of these Stock Acquisition Rights) / Estimated net proceeds ¥84,348,219,632
Estimated issuance expenses
¥912,709,168
Specific use of funds
Bitcoin PurchasesAmount ¥56,935 million / Scheduled timing of expenditures April 2026 to March 2028
Bitcoin Income BusinessAmount ¥6,326 million / Scheduled timing of expenditures April 2026 to March 2028
Repayment of BorrowingsAmount ¥21,087 million / Scheduled timing of expenditures April 2026 to March 2028
Existing Shares and Increase
+18.80%Rate of increase
1,166,803,340 shares1,274,171,340Shares
18.80% (18.81% on a voting rights basis). Including financing conducted within the past 6 months and the 27th Stock Acquisition Rights, the cumulative dilution rate is 51.55% (51.58% 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
¥410. The exercise price will not be adjusted.
Exercise period
1 April 2026 to 31 March 2028
Number of Stock Acquisition Rights
Total issued: 1,073,680 Stock Acquisition Rights. As of the resolution approving the issuance, all remain unexercised.
Reason for acquisition without consideration
From 1 April 2027 onward, if the closing price on each of 20 consecutive trading days is at least 140% of the applicable exercise price, the Company may acquire all or part of the remaining Stock Acquisition Rights without consideration after the final day of that period.
Offering structure
Underwriter / lead underwriter
Cantor Fitzgerald & Co. (placement agent)
Major shareholders after the offering
The major shareholders and their ownership percentages after the offering are not shown because none of the investors is expected to agree to long-term holding of these securities.
Intended allottee's holding policy
There are no arrangements concerning the continued holding or deposit of these shares or the common shares delivered upon exercise of these Stock Acquisition Rights. The investment policy of all of the allottees is pure investment. Transfers of these Stock Acquisition Rights require approval by the Company's Board of Directors.
Payment date
31 March 2026
Basis for determining the amount to be paid
The issue price for these shares is ¥380, representing 102% of the closing price of ¥373 on 13 March 2026. This represents a 14.46% premium to the average closing price of ¥332 for the preceding 1 month, an 8.65% discount to the average of ¥416 for the preceding 3 months, and a 13.64% discount to the average of ¥440 for the preceding 6 months. The exercise price of these Stock Acquisition Rights is ¥410, equivalent to 110% of that closing price.
Procedures under the Corporate Code of Conduct
Pursuant to Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, the Company obtained an opinion from an independent third-party committee regarding the necessity and appropriateness of this third-party allotment. No shareholder meeting will be held to confirm shareholder approval.
Most recent equity financing
Timing 6 September 2024 / Type Free allotment of the 11th Stock Acquisition Rights (unlisted) / Amount Funds raised: ¥9,958,720,380, Timing 16 December 2024 / Type Series 12 Stock Acquisition Rights issued through a third-party allotment / Amount Estimated net proceeds: ¥9,507,006,000, Timing 17 February 2025 / Type 11th through 17th Stock Acquisition Rights by third-party allotment / Amount Estimated net proceeds: ¥116,313,730,000, Timing 26 May 2025 / Type 19th Stock Acquisition Rights by third-party allotment / Amount Not disclosed, Timing December 2025 / Type Refinancing of existing moving strike warrants and 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
Impact on Business Performance
The impact on the consolidated results for the fiscal year ending December 2026 is expected to be minor. If disclosure becomes necessary, the Company will make an announcement promptly.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment, Issuance of fixed exercise price-type Stock Acquisition Rights by third-party allotment |
| Number of shares to be issued or disposed of | New shares 107,368,000 common shares / Potential shares underlying the stock acquisition rights 107,368,000 common shares |
| Issue price and disposal price | New shares ¥380 per share / Stock Acquisition Rights ¥410 per Stock Acquisition Right |
| Total issue value | New shares ¥40,799,840,000 / Stock Acquisition Rights ¥440,208,800 |
| Amount of funds to be raised | Total payment amount ¥84,348,219,632 (¥40,799,840,000 for these shares, plus ¥44,461,088,800 comprising the payment amount and exercise price of these Stock Acquisition Rights) / Estimated net proceeds ¥84,348,219,632 |
| Estimated issuance expenses | ¥912,709,168 |
| Specific use of funds | Details Bitcoin Purchases / Amount ¥56,935 million / Scheduled timing of expenditures April 2026 to March 2028, Details Bitcoin Income Business / Amount ¥6,326 million / Scheduled timing of expenditures April 2026 to March 2028, Details Repayment of Borrowings / Amount ¥21,087 million / Scheduled timing of expenditures April 2026 to March 2028 |
| Payment date | 31 March 2026 |
| Intended allottee | 14 overseas institutional investors listed in Appendix 1 (these shares and these Stock Acquisition Rights) |
| Intended allottee's holding policy | There are no arrangements concerning the continued holding or deposit of these shares or the common shares delivered upon exercise of these Stock Acquisition Rights. The investment policy of all of the allottees is pure investment. Transfers of these Stock Acquisition Rights require approval by the Company's Board of Directors. |
| Dilution Rate | 18.80% (18.81% on a voting rights basis). Including financing conducted within the past 6 months and the 27th Stock Acquisition Rights, the cumulative dilution rate is 51.55% (51.58% on a voting rights basis) |
| Total number of issued shares | 1,166,803,340 shares (as of 13 March 2026) → 1,274,171,340 shares (after issuance of these shares; before exercise of the Stock Acquisition Rights)（9.20％） |
| Basis for determining the amount to be paid | The issue price for these shares is ¥380, representing 102% of the closing price of ¥373 on 13 March 2026. This represents a 14.46% premium to the average closing price of ¥332 for the preceding 1 month, an 8.65% discount to the average of ¥416 for the preceding 3 months, and a 13.64% discount to the average of ¥440 for the preceding 6 months. The exercise price of these Stock Acquisition Rights is ¥410, equivalent to 110% of that closing price. |
| Exercise price | ¥410. The exercise price will not be adjusted. |
| Exercise period | 1 April 2026 to 31 March 2028 |
| Number of Stock Acquisition Rights | Total issued: 1,073,680 Stock Acquisition Rights. As of the resolution approving the issuance, all remain unexercised. |
| Reason for acquisition without consideration | From 1 April 2027 onward, if the closing price on each of 20 consecutive trading days is at least 140% of the applicable exercise price, the Company may acquire all or part of the remaining Stock Acquisition Rights without consideration after the final day of that period. |
| Underwriter / lead underwriter | Cantor Fitzgerald & Co. (placement agent) |
| Procedures under the Corporate Code of Conduct | Pursuant to Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, the Company obtained an opinion from an independent third-party committee regarding the necessity and appropriateness of this third-party allotment. No shareholder meeting will be held to confirm shareholder approval. |
| Most recent equity financing | Timing 6 September 2024 / Type Free allotment of the 11th Stock Acquisition Rights (unlisted) / Amount Funds raised: ¥9,958,720,380, Timing 16 December 2024 / Type Series 12 Stock Acquisition Rights issued through a third-party allotment / Amount Estimated net proceeds: ¥9,507,006,000, Timing 17 February 2025 / Type 11th through 17th Stock Acquisition Rights by third-party allotment / Amount Estimated net proceeds: ¥116,313,730,000, Timing 26 May 2025 / Type 19th Stock Acquisition Rights by third-party allotment / Amount Not disclosed, Timing December 2025 / Type Refinancing of existing moving strike warrants and 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 |
| Major shareholders after the offering | The major shareholders and their ownership percentages after the offering are not shown because none of the investors is expected to agree to long-term holding of these securities. |
| Impact on Business Performance | The impact on the consolidated results for the fiscal year ending December 2026 is expected to be minor. If disclosure becomes necessary, the Company will make an announcement promptly. |
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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.The funds will be used to purchase additional Bitcoin, invest in the Bitcoin income business, and repay borrowings. Repaying borrowings will also restore and secure the unused capacity under the credit facility, helping maintain financial soundness and future financing capacity.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.