Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
Share TransfersCounterpartyBTGT Management (Thailand) Ltd. (or an entity designated by the company upon completion of the share transfer)
Disclosing companyGMO internet,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Digital asset business (including digital asset deposit, withdrawal and remittance services)
Location Bangkok, ThailandShare capital THB 735,400,000 (Thai baht)Date of incorporation 20 July 2018
Net SalesTHB 451,031,583.59 (Thai baht) (fiscal year ended December 2025)
Operating profitOperating loss of THB 74,159,640.22 (Thai baht) (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of THB 87,553,692.58 (Thai baht) (fiscal year ended December 2025)
Net assetsNet assets of THB 11,402,207.18 (Thai baht) (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUndisclosed at the transferee's request
Type of ConsiderationWhether the consideration consisted of cash, shares or a combination: not disclosed
Impact on Business Performance
The impact on the Company's consolidated results for the fiscal year ending December 2026 is considered immaterial.
Procedures and assumptions
Valuation methodologyFair value reflecting market prices
Conditions Precedent to ExecutionThe Company plans to comply with the approval requirements concerning major shareholders of the Securities and Exchange Commission of Thailand.
Management structure after acquisitionThe acquiring company was newly established to acquire the business and enter the crypto asset-related business in Thailand. Other details, including any change in corporate name, the representative and the treatment of employees, are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share Transfers |
| Counterparty name | BTGT Management (Thailand) Ltd. (or an entity designated by the company upon completion of the share transfer) |
| Name of the Subject Company | GMO-Z.com Cryptonomics (Thailand) Co., Ltd. |
| Business Description of the Subject Company | Digital asset business (including digital asset deposit, withdrawal and remittance services) |
| Location of the Subject Company | Bangkok, Thailand |
| Capital Stock of the Subject Company | THB 735,400,000 (Thai baht) |
| Date of Establishment of the Subject Company | 20 July 2018 |
| Net Sales of the Subject Company | THB 451,031,583.59 (Thai baht) (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of THB 74,159,640.22 (Thai baht) (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of THB 87,553,692.58 (Thai baht) (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Net assets of THB 11,402,207.18 (Thai baht) (fiscal year ended December 2025) |
| Acquisition price | Undisclosed at the transferee's request |
| Type of Consideration | Whether the consideration consisted of cash, shares or a combination: not disclosed |
| Number of shares acquired | 7,349,446 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before Before the change: 49.00% held by the Company and 50.94% held by the Thai holding company (99.94% in total) → after After the change: 0% |
| Impact on Business Performance | The impact on the Company's consolidated results for the fiscal year ending December 2026 is considered immaterial. |
| Date of board resolution | 24 September 2026 |
| Contract Date | 24 September 2026 (scheduled) |
| Execution Date / Effective Date | 31 October 2026 (予定) |
| Valuation methodology | Fair value reflecting market prices |
| Conditions Precedent to Execution | The Company plans to comply with the approval requirements concerning major shareholders of the Securities and Exchange Commission of Thailand. |
| Management structure after acquisition | The acquiring company was newly established to acquire the business and enter the crypto asset-related business in Thailand. Other details, including any change in corporate name, the representative and the treatment of employees, are Not disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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.As part of the reorganisation of the business portfolio, the Company reviewed the business's positioning, role and future prospects. Taking into account the market environment for digital assets in Thailand, it decided to withdraw from the business.
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