Capital and Business Alliance with SBI Holdings, Inc.; Issuance of New Shares through a Third-Party Allotment; Offering of Shares; and Changes in the Controlling Shareholder, Major Shareholder and Other Affiliated Company
Moi Corporation (the filing company), SBI Holdings, Inc., and Yosuke Akamatsu (赤松 洋介) (share transferor)
The TwitCasting live-streaming service, a next-generation live-streaming communications platform built on AI, and fan communities and intellectual property development
To realize synergies from collaboration by leveraging the SBI Group's customer network, human resources and knowledge of the media industry, and to enhance corporate value over the medium to long term. The transaction is also intended to strengthen equity capital and the financial base and fund alliance-related businesses.
Undetermined (specific impact on financial results as of this date). The total issue price is ¥921,525,000, and estimated net proceeds are ¥896,525,000.
The specific impact on financial results as of this date is undetermined. If any impact on financial results or other matters requiring disclosure arises, the company will make a timely announcement.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Yosuke Akamatsu (赤松 洋介): 70,352 voting rights (7,035,200 shares), 50.39% (as of 31 January 2026). SBI Holdings, Inc.: 0 voting rights (0 shares), 0% (as of 31 January 2026).
Yosuke Akamatsu (赤松 洋介): 68,518 voting rights (6,851,800 shares), 39.57% (expected as of 31 July 2026). SBI Holdings, Inc.: 35,344 voting rights (3,534,400 shares), 20.41% (expected as of 31 July 2026).
Related procedures
A procedure subject to filings under the Financial Instruments and Exchange Act, acceptance of the notification by the Japan Fair Trade Commission, expiration of the waiting period, and receipt of notice that no cease-and-desist order will be issued
Japan Fair Trade Commission, Tokyo Stock Exchange
Company response
Yosuke Akamatsu (赤松 洋介) has agreed not to resign before the end of his term without the prior written consent of SBI Holdings, Inc., and not to refuse reappointment after the end of his term. No disclosure regarding reductions in remuneration, disciplinary action or similar matters: Not disclosed.
The capital and business alliance is scheduled to commence and payment for the third-party allotment is scheduled for 31 July 2026. The funds raised are scheduled to be allocated to (1) future M&A and capital and business alliances from August 2026 to March 2029, (2) development of an AI-based platform from August 2026 to July 2029, and (3) the creation and development of intellectual property originating from fan communities from August 2026 to July 2029.
If any impact on financial results or other matters requiring disclosure arises, the company will make a timely announcement.
| Item | Details |
|---|---|
| Event name | Capital and Business Alliance with SBI Holdings, Inc.; Issuance of New Shares through a Third-Party Allotment; Offering of Shares; and Changes in the Controlling Shareholder, Major Shareholder and Other Affiliated Company |
| Date of occurrence | 19 May 2026 (date of board resolution and execution of the capital and business alliance agreement) |
| Subject Entity | Moi Corporation (the filing company), SBI Holdings, Inc., and Yosuke Akamatsu (赤松 洋介) (share transferor) |
| Target Locations / Products | The TwitCasting live-streaming service, a next-generation live-streaming communications platform built on AI, and fan communities and intellectual property development |
| Cause | To realize synergies from collaboration by leveraging the SBI Group's customer network, human resources and knowledge of the media industry, and to enhance corporate value over the medium to long term. The transaction is also intended to strengthen equity capital and the financial base and fund alliance-related businesses. |
| Amount of Impact on Business Performance | Undetermined (specific impact on financial results as of this date). The total issue price is ¥921,525,000, and estimated net proceeds are ¥896,525,000. |
| Impact on Earnings Forecast | The specific impact on financial results as of this date is undetermined. If any impact on financial results or other matters requiring disclosure arises, the company will make a timely announcement. |
| Type of litigation or proceeding | A procedure subject to filings under the Financial Instruments and Exchange Act, acceptance of the notification by the Japan Fair Trade Commission, expiration of the waiting period, and receipt of notice that no cease-and-desist order will be issued |
| Court or authority | Japan Fair Trade Commission, Tokyo Stock Exchange |
| Directors' and officers' liability | Yosuke Akamatsu (赤松 洋介) has agreed not to resign before the end of his term without the prior written consent of SBI Holdings, Inc., and not to refuse reappointment after the end of his term. No disclosure regarding reductions in remuneration, disciplinary action or similar matters: Not disclosed. |
| Voting rights ownership percentage before the change | Yosuke Akamatsu (赤松 洋介): 70,352 voting rights (7,035,200 shares), 50.39% (as of 31 January 2026). SBI Holdings, Inc.: 0 voting rights (0 shares), 0% (as of 31 January 2026). |
| Voting rights ownership percentage after the change | Yosuke Akamatsu (赤松 洋介): 68,518 voting rights (6,851,800 shares), 39.57% (expected as of 31 July 2026). SBI Holdings, Inc.: 35,344 voting rights (3,534,400 shares), 20.41% (expected as of 31 July 2026). |
| Outlook | The capital and business alliance is scheduled to commence and payment for the third-party allotment is scheduled for 31 July 2026. The funds raised are scheduled to be allocated to (1) future M&A and capital and business alliances from August 2026 to March 2029, (2) development of an AI-based platform from August 2026 to July 2029, and (3) the creation and development of intellectual property originating from fan communities from August 2026 to July 2029. |
| Planned follow-up disclosure | If any impact on financial results or other matters requiring disclosure arises, the company will make a timely announcement. |
Items this document does not state (11)
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 realize synergies from collaboration by combining the SBI Group's and Moi Corporation's customer networks, human resources and knowledge of the media industry, thereby enhancing corporate value and shareholder value over the medium to long term. The funds will also be used to strengthen equity capital and the financial base, and to fund the development of an AI platform, the creation of intellectual property, and future M&A and capital and business alliances.