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Share Issuance and Disposal3667enish,inc.Information and Communications, Services and Others

Notice Concerning the Issuance by Way of Third-Party Allotment of the 24th Stock Acquisition Rights and 3rd Unsecured Straight Bonds, and the Acquisition and Cancellation of the 22nd Stock Acquisition Rights

The company decided to issue 558,000 of the 24th Series Stock Acquisition Rights with exercise-price adjustment provisions and the 3rd Series Unsecured Straight Bonds, with EVO FUND as the allottee. At the same time, it will acquire and cancel the unexercised 22nd Series Stock Acquisition Rights.

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
109.71
Dilution rate based on voting rights (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance by third-party allotment of the 24th Series Stock Acquisition Rights with exercise-price adjustment provisions and the 3rd Series Unsecured Straight Bonds (privately placed bonds)

Who receives how much

Potential shares: 55,800,000 shares (558,000 stock acquisition rights, each convertible into 100 common shares)

EVO FUNDPotential shares: 55,800,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2 per stock acquisition right
Total issue value

¥1,116,000

Amount of funds to be raised
Total payment amount: ¥1,172,916,000; estimated net proceeds: ¥1,154,916,000
Estimated issuance expenses
Estimated issuance expenses: ¥18,000,000
Specific use of funds
Redemption of these corporate bondsAmount ¥100 million / Scheduled timing of expenditures November 2026 to April 2027
Investment funds for the game businessAmount ¥655 million / Scheduled timing of expenditures November 2026 to November 2028
Funds to acquire cryptoassets for the DAT businessAmount ¥400 million / Scheduled timing of expenditures August 2027 to November 2028
Existing Shares and Increase
+109.66%Rate of increase
50,882,560 shares106,682,560Shares

109.66% (based on issued shares); 109.71% (based on voting rights)

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 ¥21. On each adjustment date, adjusted to 100% of the lowest closing price during the price calculation period. Floor: ¥11.
Exercise period
From 12 November 2026 to 12 December 2028
Number of Stock Acquisition Rights
Total issued: 558,000 stock acquisition rights. Unexercised balance: Not disclosed (104,460 of the 22nd Series are scheduled to be acquired and cancelled)
Reason for acquisition without consideration
If the need for financing ceases or a more favorable financing method becomes available, among other cases, the stock acquisition rights may be acquired at the same price as the issue price.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (domestic agent)
Major shareholders after the offering
Name EVO FUND / Shareholding ratio Up to 52.31% (based on voting rights)
Intended allottee's holding policy
For investment purposes. The shares acquired through exercise may be sold in the market. Any transfer of the stock acquisition rights requires the company's prior approval by resolution of its board of directors.
Payment date
11 November 2026 (stock acquisition rights); 26 November 2026 (bonds)
Basis for determining the amount to be paid
The ¥2 per stock acquisition right is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The initial exercise price of ¥21 is 100% of the closing price on 23 October 2026, while the lower exercise price of ¥11 is the closing price rounded up to 50% of that price. After adjustment, the exercise price will be 100% of the lowest closing price during the price calculation period.
Procedures under the Corporate Code of Conduct
An independent third-party committee expressed its opinion on the necessity and appropriateness. Its members are Kobayashi Shinsuke (小林信介), Shimura Naoyuki (志村直幸) and Ota Kentaro (太田健太郎).
Most recent equity financing
Timing 13 May 2026 / Type 22nd Series Stock Acquisition Rights and 2nd Series Unsecured Straight Bonds / Amount 210,000 stock acquisition rights (potential shares: 21,000,000); bonds: ¥292.5 million, Timing 13 May 2026 / Type 23rd Series Paid Stock Options / Amount 38,110 stock acquisition rights (potential shares: 3,811,000); total issue price: ¥3,811,000
Impact on Business Performance
The company aims to rebuild the competitiveness and profitability of the game business, diversify financial revenue opportunities through the DAT business, improve its financial and earnings foundations, and enhance corporate value over the medium to long term. Fluctuations in cryptoasset prices and other factors may result in valuation gains or losses.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance by third-party allotment of the 24th Series Stock Acquisition Rights with exercise-price adjustment provisions and the 3rd Series Unsecured Straight Bonds (privately placed bonds)
Number of shares to be issued or disposed ofPotential shares: 55,800,000 shares (558,000 stock acquisition rights, each convertible into 100 common shares)
Issue price and disposal price¥2 per stock acquisition right
Total issue value¥1,116,000
Amount of funds to be raisedTotal payment amount: ¥1,172,916,000; estimated net proceeds: ¥1,154,916,000
Estimated issuance expensesEstimated issuance expenses: ¥18,000,000
Specific use of fundsDetails Redemption of these corporate bonds / Amount ¥100 million / Scheduled timing of expenditures November 2026 to April 2027, Details Investment funds for the game business / Amount ¥655 million / Scheduled timing of expenditures November 2026 to November 2028, Details Funds to acquire cryptoassets for the DAT business / Amount ¥400 million / Scheduled timing of expenditures August 2027 to November 2028
Payment date11 November 2026 (stock acquisition rights); 26 November 2026 (bonds)
Intended allotteeName EVO FUND / Number of Shares Potential shares: 55,800,000 shares
Intended allottee's holding policyFor investment purposes. The shares acquired through exercise may be sold in the market. Any transfer of the stock acquisition rights requires the company's prior approval by resolution of its board of directors.
Dilution Rate109.66% (based on issued shares); 109.71% (based on voting rights)
Total number of issued shares50,882,560 shares → 106,682,560 shares(109.66%)
Basis for determining the amount to be paidThe ¥2 per stock acquisition right is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation. The initial exercise price of ¥21 is 100% of the closing price on 23 October 2026, while the lower exercise price of ¥11 is the closing price rounded up to 50% of that price. After adjustment, the exercise price will be 100% of the lowest closing price during the price calculation period.
Exercise priceInitially ¥21. On each adjustment date, adjusted to 100% of the lowest closing price during the price calculation period. Floor: ¥11.
Exercise periodFrom 12 November 2026 to 12 December 2028
Number of Stock Acquisition RightsTotal issued: 558,000 stock acquisition rights. Unexercised balance: Not disclosed (104,460 of the 22nd Series are scheduled to be acquired and cancelled)
Reason for acquisition without considerationIf the need for financing ceases or a more favorable financing method becomes available, among other cases, the stock acquisition rights may be acquired at the same price as the issue price.
Underwriter / lead underwriterEVOLUTION JAPAN証券株式会社 (domestic agent)
Procedures under the Corporate Code of ConductAn independent third-party committee expressed its opinion on the necessity and appropriateness. Its members are Kobayashi Shinsuke (小林信介), Shimura Naoyuki (志村直幸) and Ota Kentaro (太田健太郎).
Most recent equity financingTiming 13 May 2026 / Type 22nd Series Stock Acquisition Rights and 2nd Series Unsecured Straight Bonds / Amount 210,000 stock acquisition rights (potential shares: 21,000,000); bonds: ¥292.5 million, Timing 13 May 2026 / Type 23rd Series Paid Stock Options / Amount 38,110 stock acquisition rights (potential shares: 3,811,000); total issue price: ¥3,811,000
Major shareholders after the offeringName EVO FUND / Shareholding ratio Up to 52.31% (based on voting rights)
Impact on Business PerformanceThe company aims to rebuild the competitiveness and profitability of the game business, diversify financial revenue opportunities through the DAT business, improve its financial and earnings foundations, and enhance corporate value over the medium to long term. Fluctuations in cryptoasset prices and other factors may result in valuation gains or losses.
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 raised through the 22nd Series Stock Acquisition Rights fell below the initial assumptions, leaving the company without sufficient funds for structural reform and growth investment in the game business and for the DAT business. The funds raised will be used to redeem the bonds, invest in the game business and acquire cryptoassets.

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Notice Concerning the Issuance by Way of Third-Party Allotment of the 24th Stock Acquisition Rights and 3rd Unsecured Straight Bonds, and the Acquisition and Cancellation of the 22nd Stock Acquisition Rights | enish,inc. (3667) timely disclosure | Komori