Worth reading
86Important
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
68000000
Number of potential sharesWording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 23rd stock acquisition rights through a third-party allotment
Who receives how much
Potential shares: 68,000,000 shares (680,000 stock acquisition rights, 100 shares per right)
SIRIUS SECURITY SYSTEM COMPANY LIMITEDEquivalent to 30,000,000 shares (300,000 rights)
S Crypto Energy Inc.Equivalent to 28,500,000 shares (285,000 rights)
Misaki Yuta (三崎優太)Equivalent to 9,500,000 shares (95,000 rights)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥52 per stock acquisition right, ¥0.52 per share
Total issue value
¥35,360,000
Amount of funds to be raised
Total amount paid in: ¥2,959,360,000 (¥35,360,000 from the issuance of stock acquisition rights and ¥2,924,000,000 from the exercise of stock acquisition rights), estimated net proceeds of ¥2,894,373,200
Estimated issuance expenses
¥64,986,800 (excluding consumption tax and other taxes)
Specific use of funds
Expenses related to promoting the mining businessAmount ¥1,394 million / Scheduled timing of expenditures September 2026 to December 2028
Expenses related to the development of battery storage systems and AI data centersAmount ¥1,500 million / Scheduled timing of expenditures June 2026 to April 2028
Existing Shares and Increase
+22.34%Rate of increase
304,456,980 shares372,456,980Shares
22.34% (22.34% 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 ¥43. The exercise price is fixed, with no adjustment provision based on the market share price. Adjustment provisions apply in connection with a share split, share consolidation and certain other issuances. Floor: not disclosed.
Exercise period
From 9 June 2026 to 8 June 2028
Number of Stock Acquisition Rights
Total issued: 680,000 rights; unexercised rights: not disclosed
Reason for acquisition without consideration
If the Board of Directors resolves that acquisition is necessary, the Company may acquire all or part of the rights for an amount equal to their issue price by giving at least 15 calendar days' notice.
Offering structure
Major shareholders after the offering
Because these stock acquisition rights are intended for investment purposes, the major shareholders and shareholdings after the third-party allotment are not listed. Before the offering, the major shareholders were 株式会社MC (26.27%), Tokai Tokyo Securities Asia Limited (11.94%), ORCHID PLUS PTE. LTD. (9.27%), GOLDEN STONE GROWTH CORPORATION LIMITED (2.62%), 古月程子 (2.30%), 株式会社グハギ (2.26%), 江川麗子 (1.46%), RIHUAXING INVESTMENT LTD (0.82%), BNP PARIBAS SINGAPORE/2S/JASDEC/UOB KAY HIAN PRIVATE LIMITED (0.65%) and 西川龍文 (0.63%).
Intended allottee's holding policy
SIRIUS SECURITY SYSTEM COMPANY LIMITED intends to hold the rights for investment purposes and may sell them as appropriate, taking into consideration share price trends, market conditions and its funding position. No holding period has been agreed. S Crypto Energy Inc. has no agreement to continue holding the rights and intends to exercise them incrementally through market sales while retaining a certain number of shares. Misaki Yuta (三崎優太) intends to hold a certain number of shares over the medium to long term, but will sell shares in the market if he lacks sufficient funds to exercise the rights.
Payment date
8 June 2026
Basis for determining the amount to be paid
The exercise price is ¥43, representing a 10% discount to the closing price of ¥47 on 20 May 2026. This represents discounts of 23.21% to the one-month average price of ¥56, 27.12% to the three-month average price of ¥59 and 23.21% to the six-month average price of ¥56. The issue price of the stock acquisition rights is ¥52 per right, equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Company has obtained opinions from all 3 Audit & Supervisory Board members that they have no objections to the issue terms or other matters.
Most recent equity financing
Timing 6 March 2023 / Type Issuance of new shares by third-party allotment / Amount ¥1,300,590,000, Timing 26 August 2024 / Type Issuance of the 21st stock acquisition rights through a third-party allotment / Amount Expected proceeds at issuance: ¥1,670,571,160 (estimated net proceeds: ¥1,667,411,160), Timing 30 May 2025 / Type Issuance of new shares by third-party allotment / Amount ¥280,000,000, Timing 30 May 2025 / Type Issuance of the 22nd stock acquisition rights through a third-party allotment / Amount Expected proceeds at issuance: ¥572,200,000 (estimated net proceeds: ¥565,916,668)
Impact on Business Performance
The Company is currently examining the impact on its operating results. If its future results are expected to change, the Company will disclose the information promptly once it becomes possible to calculate appropriate and reasonable figures.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 23rd stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | Potential shares: 68,000,000 shares (680,000 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥52 per stock acquisition right, ¥0.52 per share |
| Total issue value | ¥35,360,000 |
| Amount of funds to be raised | Total amount paid in: ¥2,959,360,000 (¥35,360,000 from the issuance of stock acquisition rights and ¥2,924,000,000 from the exercise of stock acquisition rights), estimated net proceeds of ¥2,894,373,200 |
| Estimated issuance expenses | ¥64,986,800 (excluding consumption tax and other taxes) |
| Specific use of funds | Details Expenses related to promoting the mining business / Amount ¥1,394 million / Scheduled timing of expenditures September 2026 to December 2028, Details Expenses related to the development of battery storage systems and AI data centers / Amount ¥1,500 million / Scheduled timing of expenditures June 2026 to April 2028 |
| Payment date | 8 June 2026 |
| Intended allottee | Name SIRIUS SECURITY SYSTEM COMPANY LIMITED / Number of Shares Equivalent to 30,000,000 shares (300,000 rights), Name S Crypto Energy Inc. / Number of Shares Equivalent to 28,500,000 shares (285,000 rights), Name Misaki Yuta (三崎優太) / Number of Shares Equivalent to 9,500,000 shares (95,000 rights) |
| Intended allottee's holding policy | SIRIUS SECURITY SYSTEM COMPANY LIMITED intends to hold the rights for investment purposes and may sell them as appropriate, taking into consideration share price trends, market conditions and its funding position. No holding period has been agreed. S Crypto Energy Inc. has no agreement to continue holding the rights and intends to exercise them incrementally through market sales while retaining a certain number of shares. Misaki Yuta (三崎優太) intends to hold a certain number of shares over the medium to long term, but will sell shares in the market if he lacks sufficient funds to exercise the rights. |
| Dilution Rate | 22.34% (22.34% based on voting rights) |
| Total number of issued shares | 304,456,980 shares → 372,456,980 shares (assuming all of these stock acquisition rights are exercised)（22.34％） |
| Basis for determining the amount to be paid | The exercise price is ¥43, representing a 10% discount to the closing price of ¥47 on 20 May 2026. This represents discounts of 23.21% to the one-month average price of ¥56, 27.12% to the three-month average price of ¥59 and 23.21% to the six-month average price of ¥56. The issue price of the stock acquisition rights is ¥52 per right, equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation. |
| Exercise price | Initially ¥43. The exercise price is fixed, with no adjustment provision based on the market share price. Adjustment provisions apply in connection with a share split, share consolidation and certain other issuances. Floor: not disclosed. |
| Exercise period | From 9 June 2026 to 8 June 2028 |
| Number of Stock Acquisition Rights | Total issued: 680,000 rights; unexercised rights: not disclosed |
| Reason for acquisition without consideration | If the Board of Directors resolves that acquisition is necessary, the Company may acquire all or part of the rights for an amount equal to their issue price by giving at least 15 calendar days' notice. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Company has obtained opinions from all 3 Audit & Supervisory Board members that they have no objections to the issue terms or other matters. |
| Most recent equity financing | Timing 6 March 2023 / Type Issuance of new shares by third-party allotment / Amount ¥1,300,590,000, Timing 26 August 2024 / Type Issuance of the 21st stock acquisition rights through a third-party allotment / Amount Expected proceeds at issuance: ¥1,670,571,160 (estimated net proceeds: ¥1,667,411,160), Timing 30 May 2025 / Type Issuance of new shares by third-party allotment / Amount ¥280,000,000, Timing 30 May 2025 / Type Issuance of the 22nd stock acquisition rights through a third-party allotment / Amount Expected proceeds at issuance: ¥572,200,000 (estimated net proceeds: ¥565,916,668) |
| Major shareholders after the offering | Because these stock acquisition rights are intended for investment purposes, the major shareholders and shareholdings after the third-party allotment are not listed. Before the offering, the major shareholders were 株式会社MC (26.27%), Tokai Tokyo Securities Asia Limited (11.94%), ORCHID PLUS PTE. LTD. (9.27%), GOLDEN STONE GROWTH CORPORATION LIMITED (2.62%), 古月程子 (2.30%), 株式会社グハギ (2.26%), 江川麗子 (1.46%), RIHUAXING INVESTMENT LTD (0.82%), BNP PARIBAS SINGAPORE/2S/JASDEC/UOB KAY HIAN PRIVATE LIMITED (0.65%) and 西川龍文 (0.63%). |
| Impact on Business Performance | The Company is currently examining the impact on its operating results. If its future results are expected to change, the Company will disclose the information promptly once it becomes possible to calculate appropriate and reasonable figures. |
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 fund capital expenditures related to promoting the mining business and the development costs of battery storage systems and AI data centers. The Company states that it determined the issuance of these stock acquisition rights to be appropriate because it will enable the Company to raise funds incrementally and flexibly in line with business growth while limiting excessive dilution.
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