Komori
Share Issuance and Disposal5721S Crypto Energy Inc.Iron and steel and non-ferrous metals

Notice Concerning the Third-Party Allotment of the 11th Stock Acquisition Rights with an Exercise Price Adjustment Clause and the Execution of a Purchase Agreement, the Issuance of the 6th Unsecured Straight Bonds, and the Redemption of the 5th Unsecured Straight Bonds

Through a third-party allotment, 800,000 units of the 11th Series of Stock Acquisition Rights, with an exercise price that will be adjusted in line with the share price, will be issued, with up to 80,000,000 shares scheduled to be delivered. The funds raised will be used for bond redemption, the grid-scale battery storage business, bitcoin purchases, and strategic investments.

Worth reading
90Important
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
45.01
Dilution rate (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance through a third-party allotment of the 11th Series of Stock Acquisition Rights with exercise price adjustment provisions

Who receives how much

80,000,000 common shares (800,000 stock acquisition rights, 100 shares per right)

Long Corridor Alpha Opportunities Master FundEquivalent to 59,200,000 shares (592,000 rights)
MAP246 Segregated Portfolio, a segregated portfolio of LMA SPCEquivalent to 6,400,000 shares (64,000 rights)
BEMAP Master Fund Ltd.Equivalent to 14,400,000 shares (144,000 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.

¥41 per stock acquisition right
Total issue value

¥32,800,000

Amount of funds to be raised
Total payment amount: ¥5,072,800,000; estimated net proceeds: ¥4,809,706,650
Estimated issuance expenses
Estimated issuance expenses: ¥263,093,350
Specific use of funds
Redemption of Corporate BondsAmount ¥775 million / Scheduled timing of expenditures October 2026 to September 2027
Acquisition and development of projects related to the grid-scale battery storage business, and equipment-related expensesAmount ¥660 million / Scheduled timing of expenditures October 2026 to October 2028
Purchase of bitcoin (BTC)Amount ¥2,474 million / Scheduled timing of expenditures December 2026 to October 2028
Funds for strategic investmentsAmount ¥900 million / Scheduled timing of expenditures October 2026 to October 2028
Existing Shares and Increase
+45.01%Rate of increase
177,722,409 shares257,722,409Shares

45.01% (45.04% on a voting rights basis)

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 ¥63. From 19 October 2026, adjusted to the equivalent of 90% of the closing price on the final trading day of the preceding week. Minimum: ¥35.
Exercise period
14 October 2026 to 13 October 2028
Number of Stock Acquisition Rights
Total issuance: 800,000 rights. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
Based on a resolution of the Board of Directors, all or part of the remaining rights may be acquired by paying an amount equivalent to the issue price, after notice or public announcement is made at least 14 days before the acquisition date. Any rights remaining at the end of the exercise period will be repurchased at an amount equal to the issue price per right.
Offering structure
Major shareholders after the offering
Name Long Corridor Alpha Opportunities Master Fund / Shareholding ratio 22.98%Name BEMAP Master Fund Ltd. / Shareholding ratio 5.59%Name KAY LEO BROTHERS LIMITED / Shareholding ratio 3.62%Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Shareholding ratio 2.48%
Intended allottee's holding policy
There is no arrangement for continued holding or deposit, and the holding policy is pure investment. Shares will be sold from time to time through market sales or other means, taking market conditions and other factors into consideration.
Payment date
13 October 2026
Basis for determining the amount to be paid
The initial exercise price of ¥63 was calculated by rounding up the equivalent of 90% of the closing price of ¥69 on 24 September 2026. After adjustment, it will be the equivalent of 90% of the closing price on the final trading day of the week preceding the adjustment reference date. The minimum exercise price of ¥35 is 50% of the closing price on the trading day preceding the date of the resolution to issue the rights.
Procedures under the Corporate Code of Conduct
An opinion letter concerning necessity and appropriateness was obtained, dated 24 September 2026, from a 3-member third-party committee that is reasonably independent of management.
Most recent equity financing
August 2025: Issuance through a third-party allotment of the 8th and 9th Series of Stock Acquisition Rights and unsecured straight bonds. The 8th Series was exercised in full., 27 February 2026: Free issuance of the 10th Series of Stock Acquisition Rights through a shareholder allotment. Funds raised as of 31 July 2026: ¥273,125,960.
Impact on Business Performance
The company believes that applying the funds raised will contribute to medium- to long-term business expansion, higher earnings, and a stronger financial base. If it becomes necessary to revise the current fiscal year’s earnings forecasts, the company will make a timely disclosure.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance through a third-party allotment of the 11th Series of Stock Acquisition Rights with exercise price adjustment provisions
Number of shares to be issued or disposed of80,000,000 common shares (800,000 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥41 per stock acquisition right
Total issue value¥32,800,000
Amount of funds to be raisedTotal payment amount: ¥5,072,800,000; estimated net proceeds: ¥4,809,706,650
Estimated issuance expensesEstimated issuance expenses: ¥263,093,350
Specific use of fundsDetails Redemption of Corporate Bonds / Amount ¥775 million / Scheduled timing of expenditures October 2026 to September 2027, Details Acquisition and development of projects related to the grid-scale battery storage business, and equipment-related expenses / Amount ¥660 million / Scheduled timing of expenditures October 2026 to October 2028, Details Purchase of bitcoin (BTC) / Amount ¥2,474 million / Scheduled timing of expenditures December 2026 to October 2028, Details Funds for strategic investments / Amount ¥900 million / Scheduled timing of expenditures October 2026 to October 2028
Payment date13 October 2026
Intended allotteeName Long Corridor Alpha Opportunities Master Fund / Number of Shares Equivalent to 59,200,000 shares (592,000 rights), Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Number of Shares Equivalent to 6,400,000 shares (64,000 rights), Name BEMAP Master Fund Ltd. / Number of Shares Equivalent to 14,400,000 shares (144,000 rights)
Intended allottee's holding policyThere is no arrangement for continued holding or deposit, and the holding policy is pure investment. Shares will be sold from time to time through market sales or other means, taking market conditions and other factors into consideration.
Dilution Rate45.01% (45.04% on a voting rights basis)
Total number of issued shares177,722,409 shares → 257,722,409 shares(45.01%)
Basis for determining the amount to be paidThe initial exercise price of ¥63 was calculated by rounding up the equivalent of 90% of the closing price of ¥69 on 24 September 2026. After adjustment, it will be the equivalent of 90% of the closing price on the final trading day of the week preceding the adjustment reference date. The minimum exercise price of ¥35 is 50% of the closing price on the trading day preceding the date of the resolution to issue the rights.
Exercise priceInitially ¥63. From 19 October 2026, adjusted to the equivalent of 90% of the closing price on the final trading day of the preceding week. Minimum: ¥35.
Exercise period14 October 2026 to 13 October 2028
Number of Stock Acquisition RightsTotal issuance: 800,000 rights. Unexercised balance: Not disclosed.
Reason for acquisition without considerationBased on a resolution of the Board of Directors, all or part of the remaining rights may be acquired by paying an amount equivalent to the issue price, after notice or public announcement is made at least 14 days before the acquisition date. Any rights remaining at the end of the exercise period will be repurchased at an amount equal to the issue price per right.
Procedures under the Corporate Code of ConductAn opinion letter concerning necessity and appropriateness was obtained, dated 24 September 2026, from a 3-member third-party committee that is reasonably independent of management.
Most recent equity financingAugust 2025: Issuance through a third-party allotment of the 8th and 9th Series of Stock Acquisition Rights and unsecured straight bonds. The 8th Series was exercised in full., 27 February 2026: Free issuance of the 10th Series of Stock Acquisition Rights through a shareholder allotment. Funds raised as of 31 July 2026: ¥273,125,960.
Major shareholders after the offeringName Long Corridor Alpha Opportunities Master Fund / Shareholding ratio 22.98%, Name BEMAP Master Fund Ltd. / Shareholding ratio 5.59%, Name KAY LEO BROTHERS LIMITED / Shareholding ratio 3.62%, Name MAP246 Segregated Portfolio, a segregated portfolio of LMA SPC / Shareholding ratio 2.48%
Impact on Business PerformanceThe company believes that applying the funds raised will contribute to medium- to long-term business expansion, higher earnings, and a stronger financial base. If it becomes necessary to revise the current fiscal year’s earnings forecasts, the company will make a timely disclosure.
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.

Because exercise of the 10th Series of Stock Acquisition Rights fell below expectations, provisions for exercise price adjustments and an exercise commitment have been added to improve the feasibility of the financing and secure the funds required for the redemption of outstanding bonds, the acquisition of BTC, the grid-scale battery storage business, and strategic investments.

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This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Notice Concerning the Third-Party Allotment of the 11th Stock Acquisition Rights with an Exercise Price Adjustment Clause and the Execution of a Purchase Agreement, the Issuance of the 6th Unsecured Straight Bonds, and the Redemption of the 5th Unsecured Straight Bonds | S Crypto Energy Inc. (5721) timely disclosure | Komori