Worth reading
91Important
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
70.89
Dilution rate (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 39th Stock Acquisition Rights through a third-party allotment, with an exercise price adjustment clause
発行・処分する株式数
60,000,000 common shares (600,000 stock acquisition rights, with each right convertible into 100 shares)
Intended allottee
EVO FUND (all of the stock acquisition rights)
¥3 per stock acquisition right
Total issue value
¥1,800,000
Amount of funds to be raised
Total amount payable: ¥1,981,800,000; estimated net proceeds: ¥1,966,330,000
Estimated issuance expenses
Estimated issuance expenses: ¥15,470,000
Specific use of funds
Acquisition of the crypto asset Solana to expand the Solana Treasury businessAmount ¥1,966 million / Scheduled timing of expenditures June 2026 to June 2027
Existing Shares and Increase
+70.89%Rate of increase
84,638,408 shares144,638,408Shares
70.89% (70.90% 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 ¥33. Every 5 trading days starting 2 trading days after the allotment date, the exercise price will be adjusted to 100% of the lowest closing price during the 5 consecutive trading days immediately preceding the adjustment date. Minimum exercise price: ¥17.
Exercise period
2 June 2026 to 2 June 2027
Number of Stock Acquisition Rights
Total issued: 600,000; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the Company's board of directors resolves that acquisition is necessary, the Company may give notice after one month has elapsed from the payment date and acquire all or part of the outstanding stock acquisition rights. The Company will also acquire all rights remaining at the end of the exercise period. In either case, the acquisition price will equal the amount payable per stock acquisition right.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (arranger)
Major shareholders after the offering
As the allottee does not intend to hold the shares for an extended period and plans to sell them in the market, the major shareholders and their ownership ratios after the offering are not disclosed.
Intended allottee's holding policy
For investment purposes. In principle, the allottee does not intend to hold the shares acquired through exercise of the stock acquisition rights for an extended period and will generally sell them in the market after making an appropriate determination based on share price movements. When selling the shares, it will always take the impact on the market into consideration.
Payment date
1 June 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights was determined with reference to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price is set at 100% of the closing price of ¥33 on 14 May 2026, and the minimum exercise price is ¥17, equivalent to 50% of that closing price. Upon adjustment, the exercise price will be set at 100% of the lowest closing price during the 5 consecutive trading days immediately preceding the adjustment date.
Procedures under the Corporate Code of Conduct
An independent third-party committee was established, and an opinion was obtained regarding the necessity and appropriateness of the transaction. On 14 May 2026, the Company obtained an opinion that this financing was necessary and appropriate.
Most recent equity financing
Timing 21 October 2024 / Type 35th stock acquisition rights issued through a third-party allotment / Amount Estimated net proceeds: ¥689,996,500, Timing 20 October 2025 / Type 36th, 37th and 38th stock acquisition rights issued through a third-party allotment / Amount Estimated net proceeds: ¥1,364,200,000
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is expected to be limited. While the Company believes the transaction will contribute to future results, a decline in the market value of Solana could result in the recognition of an impairment loss and affect results and financial position.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 39th Stock Acquisition Rights through a third-party allotment, with an exercise price adjustment clause |
| Number of shares to be issued or disposed of | 60,000,000 common shares (600,000 stock acquisition rights, with each right convertible into 100 shares) |
| Issue price and disposal price | ¥3 per stock acquisition right |
| Total issue value | ¥1,800,000 |
| Amount of funds to be raised | Total amount payable: ¥1,981,800,000; estimated net proceeds: ¥1,966,330,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥15,470,000 |
| Specific use of funds | Details Acquisition of the crypto asset Solana to expand the Solana Treasury business / Amount ¥1,966 million / Scheduled timing of expenditures June 2026 to June 2027 |
| Payment date | 1 June 2026 |
| Intended allottee | EVO FUND (all of the stock acquisition rights) |
| Intended allottee's holding policy | For investment purposes. In principle, the allottee does not intend to hold the shares acquired through exercise of the stock acquisition rights for an extended period and will generally sell them in the market after making an appropriate determination based on share price movements. When selling the shares, it will always take the impact on the market into consideration. |
| Dilution Rate | 70.89% (70.90% on a voting rights basis) |
| Total number of issued shares | 84,638,408 shares → 144,638,408 shares (assuming all of the stock acquisition rights are exercised)（70.89％） |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights was determined with reference to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price is set at 100% of the closing price of ¥33 on 14 May 2026, and the minimum exercise price is ¥17, equivalent to 50% of that closing price. Upon adjustment, the exercise price will be set at 100% of the lowest closing price during the 5 consecutive trading days immediately preceding the adjustment date. |
| Exercise price | Initially ¥33. Every 5 trading days starting 2 trading days after the allotment date, the exercise price will be adjusted to 100% of the lowest closing price during the 5 consecutive trading days immediately preceding the adjustment date. Minimum exercise price: ¥17. |
| Exercise period | 2 June 2026 to 2 June 2027 |
| Number of Stock Acquisition Rights | Total issued: 600,000; unexercised balance: Not disclosed |
| Reason for acquisition without consideration | If the Company's board of directors resolves that acquisition is necessary, the Company may give notice after one month has elapsed from the payment date and acquire all or part of the outstanding stock acquisition rights. The Company will also acquire all rights remaining at the end of the exercise period. In either case, the acquisition price will equal the amount payable per stock acquisition right. |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. (arranger) |
| Procedures under the Corporate Code of Conduct | An independent third-party committee was established, and an opinion was obtained regarding the necessity and appropriateness of the transaction. On 14 May 2026, the Company obtained an opinion that this financing was necessary and appropriate. |
| Most recent equity financing | Timing 21 October 2024 / Type 35th stock acquisition rights issued through a third-party allotment / Amount Estimated net proceeds: ¥689,996,500, Timing 20 October 2025 / Type 36th, 37th and 38th stock acquisition rights issued through a third-party allotment / Amount Estimated net proceeds: ¥1,364,200,000 |
| Major shareholders after the offering | As the allottee does not intend to hold the shares for an extended period and plans to sell them in the market, the major shareholders and their ownership ratios after the offering are not disclosed. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is expected to be limited. While the Company believes the transaction will contribute to future results, a decline in the market value of Solana could result in the recognition of an impairment loss and affect results and financial position. |
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.To secure the funds required to achieve an operating profit during fiscal 2026, eliminate the note regarding the going-concern assumption, meet listing maintenance criteria, and expand the Solana Treasury business.
How to read this page
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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.