Worth reading
74In focus
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
30000000
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Public offering of new shares and secondary offering of shares (secondary offering through purchase underwriting by the underwriters and secondary offering through an over-allotment)
発行・処分する株式数
New shares 30,000,000 shares / Secondary offering 61,500,000 shares / Overallotment 13,725,000 shares (maximum)
Intended allottee
Public offering. An underwriting syndicate led by Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd. and Mizuho Securities Co., Ltd. as joint lead managers will purchase all shares through purchase underwriting.
To be determined on the price determination date. The indicative price range will be based on prices calculated by multiplying the closing price on the price determination date by 0.90 to 1.00, and the price will be determined after taking demand conditions and other factors into account.
Amount of funds to be raised
Estimated net proceeds from the public offering: ¥19,678,400,000. The total issue amount has not been determined.
Specific use of funds
Funds for repaying borrowings obtained from GMO Internet Group, Inc. in connection with the investment for the strategic partnership with Turing Inc.Amount ¥3,200,000,000 / Scheduled timing of expenditures By the end of May 2026
Some or all of the funds for capital expenditures for new GPU servers to expand the business of “GMO GPU Cloud”Amount ¥16,478,400,000 / Scheduled timing of expenditures By the end of December 2027
If any balance remains, funds for repaying borrowings obtained from transaction banks for working capitalAmount Remaining amount / Scheduled timing of expenditures By the end of May 2026
Existing Shares and Increase
+10.92%Rate of increase
274,698,528 shares304,698,528Shares
30,000,000 shares ÷ 274,698,528 shares = approximately 10.92%
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
Number of Stock Acquisition Rights
The remaining number of shares subject to delivery under existing stock options is equivalent to 1,156,000 shares. The number of stock acquisition rights and the number remaining unexercised are Not disclosed.
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.
Transfer restriction period
The lock-up period begins on the price determination date and ends on the 180th day after the delivery date for the public offering and secondary offering.
Conditions for lifting transfer restrictions
During the lock-up period, no sale or other disposal, issuance or other transaction may be conducted without the prior written consent of the joint lead managers. However, the joint lead managers may waive the agreement at their discretion.
Offering structure
Underwriter / lead underwriter
Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., and Mizuho Securities Co., Ltd.
Overallotment
13,725,000 secondary offering shares (maximum). Additional acquisition under the greenshoe option: up to 13,725,000 shares.
Intended allottee's holding policy
As this is a public offering, the holding policy of specific allottees is Not disclosed. GMO Internet Group, Inc., the selling shareholder, has agreed to a lock-up under which it will not sell or otherwise dispose of the shares without the prior consent of the joint lead managers until the 180th day after the delivery date.
Payment date
Any date between 27 April 2026 and 30 April 2026, to be finalized based on the price determination date
Basis for determining the amount to be paid
The price will be determined based on the closing price for regular trading on the Tokyo Stock Exchange on the price determination date, using a price range calculated by multiplying that price by 0.90 to 1.00 and taking demand conditions and other factors into account. The maximum discount is 10%.
Procedures under the Corporate Code of Conduct
The document states that the transaction is conditional on the notification under the Financial Instruments and Exchange Act becoming effective, but the acquisition of an opinion from an independent third party and confirmation of shareholder intent are Not disclosed.
Most recent equity financing
None during the past 3 years
Impact on Business Performance
The Company expects the application of the proceeds to contribute to improved medium- to long-term profitability and a stronger financial base.
| Item | Details |
|---|---|
| Type of issuance or disposal | Public offering of new shares and secondary offering of shares (secondary offering through purchase underwriting by the underwriters and secondary offering through an over-allotment) |
| Number of shares to be issued or disposed of | New shares 30,000,000 shares / Secondary offering 61,500,000 shares / Overallotment 13,725,000 shares (maximum) |
| Issue price and disposal price | To be determined on the price determination date. The indicative price range will be based on prices calculated by multiplying the closing price on the price determination date by 0.90 to 1.00, and the price will be determined after taking demand conditions and other factors into account. |
| Amount of funds to be raised | Estimated net proceeds from the public offering: ¥19,678,400,000. The total issue amount has not been determined. |
| Specific use of funds | Details Funds for repaying borrowings obtained from GMO Internet Group, Inc. in connection with the investment for the strategic partnership with Turing Inc. / Amount ¥3,200,000,000 / Scheduled timing of expenditures By the end of May 2026, Details Some or all of the funds for capital expenditures for new GPU servers to expand the business of “GMO GPU Cloud” / Amount ¥16,478,400,000 / Scheduled timing of expenditures By the end of December 2027, Details If any balance remains, funds for repaying borrowings obtained from transaction banks for working capital / Amount Remaining amount / Scheduled timing of expenditures By the end of May 2026 |
| Payment date | Any date between 27 April 2026 and 30 April 2026, to be finalized based on the price determination date |
| Intended allottee | Public offering. An underwriting syndicate led by Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd. and Mizuho Securities Co., Ltd. as joint lead managers will purchase all shares through purchase underwriting. |
| Intended allottee's holding policy | As this is a public offering, the holding policy of specific allottees is Not disclosed. GMO Internet Group, Inc., the selling shareholder, has agreed to a lock-up under which it will not sell or otherwise dispose of the shares without the prior consent of the joint lead managers until the 180th day after the delivery date. |
| Dilution Rate | 30,000,000 shares ÷ 274,698,528 shares = approximately 10.92% |
| Total number of issued shares | 274,698,528 shares → 304,698,528 shares（Approximately 10.92%） |
| Basis for determining the amount to be paid | The price will be determined based on the closing price for regular trading on the Tokyo Stock Exchange on the price determination date, using a price range calculated by multiplying that price by 0.90 to 1.00 and taking demand conditions and other factors into account. The maximum discount is 10%. |
| Number of Stock Acquisition Rights | The remaining number of shares subject to delivery under existing stock options is equivalent to 1,156,000 shares. The number of stock acquisition rights and the number remaining unexercised are Not disclosed. |
| Transfer restriction period | The lock-up period begins on the price determination date and ends on the 180th day after the delivery date for the public offering and secondary offering. |
| Conditions for lifting transfer restrictions | During the lock-up period, no sale or other disposal, issuance or other transaction may be conducted without the prior written consent of the joint lead managers. However, the joint lead managers may waive the agreement at their discretion. |
| Underwriter / lead underwriter | Daiwa Securities Co., Ltd., Nomura Securities Co., Ltd., and Mizuho Securities Co., Ltd. |
| Overallotment | 13,725,000 secondary offering shares (maximum). Additional acquisition under the greenshoe option: up to 13,725,000 shares. |
| Procedures under the Corporate Code of Conduct | The document states that the transaction is conditional on the notification under the Financial Instruments and Exchange Act becoming effective, but the acquisition of an opinion from an independent third party and confirmation of shareholder intent are Not disclosed. |
| Most recent equity financing | None during the past 3 years |
| Impact on Business Performance | The Company expects the application of the proceeds to contribute to improved medium- to long-term profitability and a stronger financial base. |
Items this document does not state (9)
Total issue valueEstimated issuance expensesExercise priceExercise periodReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationStock 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.The purposes are to fund capital expenditures for new GPU servers to expand the business of “GMO GPU Cloud,” repay borrowings raised from GMO Internet Group, Inc. in connection with the strategic partnership with Turing Inc., comply with the listing maintenance standards for the tradable share ratio, expand and diversify the shareholder base, and improve share liquidity.
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