Worth reading
91Important
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
100.57
% (dilution ratio relative to total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and Series 1 stock acquisition rights through a third-party allotment
発行・処分する株式数
New shares 249,000 shares / Potential shares underlying the stock acquisition rights 1,411,000 potential shares (14,110 stock acquisition rights, each convertible into 100 common shares)
Intended allottee
Name 品香事業有限公司 / New shares 249,000 shares / Stock Acquisition Rights 14,110 stock acquisition rights
New shares ¥1,454 per share / Stock Acquisition Rights ¥1,828 per stock acquisition right
Total issue value
New shares ¥362,046,000 / Stock Acquisition Rights ¥25,793,080 (¥35,275,000 as stated in the issuance terms)
Amount of funds to be raised
Total payment amount ¥2,439,433,080 / Estimated net proceeds ¥2,427,175,750
Estimated issuance expenses
¥12,257,330
Specific use of funds
Funds for acquiring land for the AI data center businessAmount ¥1,500 million / Scheduled timing of expenditures October 2026
Funds for acquiring power receiving equipment for the AI data centerAmount ¥927 million / Scheduled timing of expenditures November 2026 to February 2029
Existing Shares and Increase
+100.57%Rate of increase
1,660,000 shares3,320,000Shares
100.57% (249,000 new shares and 1,411,000 potential shares underlying the stock acquisition rights, for a total of 1,660,000 shares; the increase of 16,600 voting rights relative to 16,506 voting rights as of 31 December 2025)
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 ¥1,454 per share. An exercise price adjustment clause applies. The exercise price will be adjusted in certain cases, including the issuance of new shares and stock splits, but the minimum exercise price is not disclosed. The exercise price is not subject to a provision for adjustment in line with the market price, as is generally the case with MS warrants.
Exercise period
From 8 October 2026 to 28 February 2029
Number of Stock Acquisition Rights
Total issued: 14,110 stock acquisition rights. The number of remaining unexercised rights is not disclosed.
Reason for acquisition without consideration
From the day following the payment date, the Company may, in accordance with Articles 273 and 274 of the Companies Act and after providing the required notice, acquire all or part of the remaining stock acquisition rights on an acquisition date determined by the Board of Directors at a price equal to their issue price.
Offering structure
Major shareholders after the offering
Name FUTU SECURITIES INTERNATIONAL (HONG KONG) LIMITED (standing proxy: moomoo Securities Co., Ltd.) / Shareholding ratio 17.16％Name 品香事業有限公司 / Shareholding ratio 13.07％Name Ooya Tsubasa (大屋 翼) / Shareholding ratio 7.21％Name PHILLIP SECURITIES (HONG KONG) LIMITED (standing proxy: Phillip Securities Co., Ltd.) / Shareholding ratio 6.86％Name RUIYING JAPAN株式会社 / Shareholding ratio 4.20％Name The Bank of Yokohama, Ltd. (standing proxy: Custody Bank of Japan, Ltd.) / Shareholding ratio 4.19％Name Yamakawa Hakuyu (山川 伯勇) / Shareholding ratio 3.81％Name Yamakawa Hakuchu (山川 伯忠) / Shareholding ratio 3.43％Name MIB SECURITIES (HONG KONG) LTD ACCOUNT CLIENT (standing proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch, Custody Services Department) / Shareholding ratio 3.41％Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 3.07％Name The Shoko Chukin Bank, Ltd. / Shareholding ratio 2.99％
Intended allottee's holding policy
The shares acquired through the issuance of the new shares and the exercise of the stock acquisition rights will be held for investment purposes. The stock acquisition rights will be held on the assumption that they will be exercised, and the investor intends to sell the shares acquired upon exercise to raise the funds required for subsequent exercises. The new shares may be sold depending on business performance and other factors. If the new shares are transferred within 2 years of the payment date, the investor agrees to submit a written report to the Company and comply with other requirements. Transfers of the stock acquisition rights require approval by the Board of Directors.
Payment date
7 October 2026
Basis for determining the amount to be paid
The issue price of the new shares and the exercise price of the stock acquisition rights are ¥1,454, representing a 10% discount to the ¥1,615 closing price on the business day preceding the resolution date (17 September 2026). The average closing prices over the 1-month, 3-month and 6-month periods were ¥1,671, ¥1,733 and ¥1,780, respectively, corresponding to discounts of 12.99%, 16.10% and 18.31%. The issue price of ¥1,828 per stock acquisition right is equal to the valuation calculated by an independent third-party valuation institution.
Procedures under the Corporate Code of Conduct
Because the dilution rate will be at least 25%, the Company obtained an opinion on the necessity and appropriateness of the allotment from a third-party committee with a certain degree of independence from management. The committee, comprising attorney-at-law and certified public accountant Hirayama Tsuyoshi (平山 剛) and certified public accountant Kasai Hiroya (葛西 普哉), issued its written opinion dated 17 September 2026. The Company also obtained opinions from all 3 Audit & Supervisory Board Members that the Board of Directors' decision was appropriate.
Most recent equity financing
None (past 3 years)
Impact on Business Performance
The Company believes that the transaction will contribute to improved performance of the Group over the medium to long term, but this has not been determined at this point. If a material impact requiring disclosure arises in relation to performance from the current fiscal year onward, the Company will disclose it promptly.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and Series 1 stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 249,000 shares / Potential shares underlying the stock acquisition rights 1,411,000 potential shares (14,110 stock acquisition rights, each convertible into 100 common shares) |
| Issue price and disposal price | New shares ¥1,454 per share / Stock Acquisition Rights ¥1,828 per stock acquisition right |
| Total issue value | New shares ¥362,046,000 / Stock Acquisition Rights ¥25,793,080 (¥35,275,000 as stated in the issuance terms) |
| Amount of funds to be raised | Total payment amount ¥2,439,433,080 / Estimated net proceeds ¥2,427,175,750 |
| Estimated issuance expenses | ¥12,257,330 |
| Specific use of funds | Details Funds for acquiring land for the AI data center business / Amount ¥1,500 million / Scheduled timing of expenditures October 2026, Details Funds for acquiring power receiving equipment for the AI data center / Amount ¥927 million / Scheduled timing of expenditures November 2026 to February 2029 |
| Payment date | 7 October 2026 |
| Intended allottee | Name 品香事業有限公司 / New shares 249,000 shares / Stock Acquisition Rights 14,110 stock acquisition rights |
| Intended allottee's holding policy | The shares acquired through the issuance of the new shares and the exercise of the stock acquisition rights will be held for investment purposes. The stock acquisition rights will be held on the assumption that they will be exercised, and the investor intends to sell the shares acquired upon exercise to raise the funds required for subsequent exercises. The new shares may be sold depending on business performance and other factors. If the new shares are transferred within 2 years of the payment date, the investor agrees to submit a written report to the Company and comply with other requirements. Transfers of the stock acquisition rights require approval by the Board of Directors. |
| Dilution Rate | 100.57% (249,000 new shares and 1,411,000 potential shares underlying the stock acquisition rights, for a total of 1,660,000 shares; the increase of 16,600 voting rights relative to 16,506 voting rights as of 31 December 2025) |
| Total number of issued shares | 1,660,000 shares → 3,320,000 shares (if all of the stock acquisition rights are exercised)（100.00％） |
| Basis for determining the amount to be paid | The issue price of the new shares and the exercise price of the stock acquisition rights are ¥1,454, representing a 10% discount to the ¥1,615 closing price on the business day preceding the resolution date (17 September 2026). The average closing prices over the 1-month, 3-month and 6-month periods were ¥1,671, ¥1,733 and ¥1,780, respectively, corresponding to discounts of 12.99%, 16.10% and 18.31%. The issue price of ¥1,828 per stock acquisition right is equal to the valuation calculated by an independent third-party valuation institution. |
| Exercise price | Initially ¥1,454 per share. An exercise price adjustment clause applies. The exercise price will be adjusted in certain cases, including the issuance of new shares and stock splits, but the minimum exercise price is not disclosed. The exercise price is not subject to a provision for adjustment in line with the market price, as is generally the case with MS warrants. |
| Exercise period | From 8 October 2026 to 28 February 2029 |
| Number of Stock Acquisition Rights | Total issued: 14,110 stock acquisition rights. The number of remaining unexercised rights is not disclosed. |
| Reason for acquisition without consideration | From the day following the payment date, the Company may, in accordance with Articles 273 and 274 of the Companies Act and after providing the required notice, acquire all or part of the remaining stock acquisition rights on an acquisition date determined by the Board of Directors at a price equal to their issue price. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate will be at least 25%, the Company obtained an opinion on the necessity and appropriateness of the allotment from a third-party committee with a certain degree of independence from management. The committee, comprising attorney-at-law and certified public accountant Hirayama Tsuyoshi (平山 剛) and certified public accountant Kasai Hiroya (葛西 普哉), issued its written opinion dated 17 September 2026. The Company also obtained opinions from all 3 Audit & Supervisory Board Members that the Board of Directors' decision was appropriate. |
| Most recent equity financing | None (past 3 years) |
| Major shareholders after the offering | Name FUTU SECURITIES INTERNATIONAL (HONG KONG) LIMITED (standing proxy: moomoo Securities Co., Ltd.) / Shareholding ratio 17.16％, Name 品香事業有限公司 / Shareholding ratio 13.07％, Name Ooya Tsubasa (大屋 翼) / Shareholding ratio 7.21％, Name PHILLIP SECURITIES (HONG KONG) LIMITED (standing proxy: Phillip Securities Co., Ltd.) / Shareholding ratio 6.86％, Name RUIYING JAPAN株式会社 / Shareholding ratio 4.20％, Name The Bank of Yokohama, Ltd. (standing proxy: Custody Bank of Japan, Ltd.) / Shareholding ratio 4.19％, Name Yamakawa Hakuyu (山川 伯勇) / Shareholding ratio 3.81％, Name Yamakawa Hakuchu (山川 伯忠) / Shareholding ratio 3.43％, Name MIB SECURITIES (HONG KONG) LTD ACCOUNT CLIENT (standing proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch, Custody Services Department) / Shareholding ratio 3.41％, Name Sumitomo Mitsui Banking Corporation / Shareholding ratio 3.07％, Name The Shoko Chukin Bank, Ltd. / Shareholding ratio 2.99％ |
| Impact on Business Performance | The Company believes that the transaction will contribute to improved performance of the Group over the medium to long term, but this has not been determined at this point. If a material impact requiring disclosure arises in relation to performance from the current fiscal year onward, the Company will disclose it promptly. |
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 invest in a new AI data center-related business. The funds raised will be used to acquire land for the AI data center business and power receiving equipment, among other items.
How to read this page
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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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.