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
68.56
% (dilution rate relative to the total number of issued shares, assuming full exercise of all Stock Acquisition Rights)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment, Issuance by third-party allotment of the 22nd Stock Acquisition Rights subject to an exercise price adjustment clause, Issuance by third-party allotment of the 23rd Stock Acquisition Rights subject to an exercise price adjustment clause, Issuance by third-party allotment of the 24th Stock Acquisition Rights
発行・処分する株式数
New shares 700,000 shares / 22nd Series Stock Acquisition Rights Underlying shares: 8,900,000 shares (89,000 units, 100 shares per unit) / 23rd Series Stock Acquisition Rights Underlying shares: 500,000 shares (5,000 units, 100 shares per unit) / 24th Series Stock Acquisition Rights Underlying shares: 800,000 shares (8,000 units, 100 shares per unit)
Intended allottee
Name DeFi Development Corp / Subject 700,000 new shares and 8,000 units of the 24th Stock Acquisition Rights, Name Macquarie Bank Limited / Subject 89,000 units of the 22nd Stock Acquisition Rights and 5,000 units of the 23rd Stock Acquisition Rights
New shares ¥267 per share / 22nd Series Stock Acquisition Rights ¥50 per unit / 23rd Series Stock Acquisition Rights ¥12 per unit / 24th Series Stock Acquisition Rights ¥263 per unit
Total issue value
New shares ¥186,900,000 / 22nd Series Stock Acquisition Rights ¥4,450,000 / 23rd Series Stock Acquisition Rights ¥60,000 / 24th Series Stock Acquisition Rights ¥2,104,000
Amount of funds to be raised
Total payment amount Total amount payable: ¥3,204,514,000 / Estimated net proceeds Estimated net proceeds: ¥3,157,514,000
Estimated issuance expenses
Estimated issuance expenses: ¥47,000,000
Specific use of funds
Investment related to advancing the "on-chain economic zone" concept (purchase, holding and management of digital assets, and development of an operating structure)Amount ¥156 million (new shares) and ¥2,671 million (Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to December 2028
Investment related to advancing the crypto-related business (development of an operating structure)Amount ¥30 million / Scheduled timing of expenditures May 2026 to December 2028
Investment related to creating business synergies in the AI × on-chain fieldAmount ¥300 million / Scheduled timing of expenditures August 2026 to December 2028
Existing Shares and Increase
+68.56%Rate of increase
15,899,482 shares26,799,482Shares
Approximately 68.56% (approximately 68.78% 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
22nd: initially ¥278, adjustable to 94% of the closing price on the preceding trading day, with a floor of ¥148. 23rd: initially ¥600, adjustable after a Board of Directors resolution to 94% of the closing price on the preceding trading day, with a floor of ¥148. 24th: initially ¥296, adjustable after a Board of Directors resolution if the amount equivalent to 100% of the closing price on the preceding trading day is at least ¥1 below the effective exercise price, with a floor of ¥148. No further adjustment may be made within 6 months of the preceding adjustment.
Exercise period
22nd 8 May 2026 to 8 May 2028 / 23rd 8 May 2026 to 8 May 2028 / 24th 13 May 2026 to 8 May 2028
Number of Stock Acquisition Rights
Total number issued 22nd: 89,000 units; 23rd: 5,000 units; 24th: 8,000 units / Number of unexercised units 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
From the date of execution of the share purchase agreement until the earliest of the expiration of the exercise period, completion of exercise of all rights, the date on which the Company acquires all rights, or the date of termination of the agreement. Prior approval is required, except for transfers to Macquarie affiliates and other specified cases.
Conditions for lifting transfer restrictions
Prior approval by the Company's Board of Directors. Exceptions include transfers to Macquarie affiliates and other specified cases.
Offering structure
Underwriter / lead underwriter
Macquarie Capital Securities Company Limited (arrangement)
Major shareholders after the offering
Name Nakamura Takehide (中村壮秀) / Shareholding ratio 17.97％Name DeFi Development Corp / Shareholding ratio 5.60％Name Kinoshita Masahiro (木下政弘) / Shareholding ratio 2.35％Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.32％Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.15％Name Watanabe Ryoichi (渡邉涼一) / Shareholding ratio 0.97％Name 株式会社ZUU / Shareholding ratio 0.97％Name MN Company LLC / Shareholding ratio 0.93％Name MFTrustLead Co., Ltd. / Shareholding ratio 0.88％Name Allied Architects Employee Stock Ownership Plan / Shareholding ratio 0.82％
Intended allottee's holding policy
DeFi Development Corp intends to hold the acquired shares and the shares acquired through exercise of the 24th Stock Acquisition Rights over the medium to long term. Macquarie intends to hold the Stock Acquisition Rights for investment purposes and sell the shares acquired through exercise relatively soon after acquisition. The Stock Acquisition Rights are expected to be subject to transfer restrictions.
Payment date
New shares 7 May 2026 to 13 May 2026 / 22nd Series Stock Acquisition Rights 7 May 2026 / 23rd Series Stock Acquisition Rights 7 May 2026 / 24th Series Stock Acquisition Rights 13 May 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥267, based on the closing price of ¥296 on 20 April 2026, representing a 9.80% discount. This represents a 7.48% discount to the one-month average of ¥289, a 19.21% discount to the three-month average of ¥330, and a 2.15% discount to the six-month average of ¥273. The initial exercise prices are ¥278 for the 22nd Stock Acquisition Rights, ¥600 for the 23rd, and ¥296 for the 24th. The discount or premium rates relative to the average closing prices are as stated in the body of the notice.
Procedures under the Corporate Code of Conduct
The Company established a third-party committee consisting of 3 attorneys independent of management and obtained an opinion dated 20 April 2026 stating that the necessity and appropriateness of this financing were recognized.
Most recent equity financing
Timing 14 November 2025 / Type Private Placement / Amount Estimated net proceeds of ¥297 million
Impact on Business Performance
Valuation losses or investment losses on digital assets may arise and affect the consolidated results for the fiscal year ending December 2026. The impact of this third-party allotment on the consolidated results for the fiscal year ending December 2026 is expected to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment, Issuance by third-party allotment of the 22nd Stock Acquisition Rights subject to an exercise price adjustment clause, Issuance by third-party allotment of the 23rd Stock Acquisition Rights subject to an exercise price adjustment clause, Issuance by third-party allotment of the 24th Stock Acquisition Rights |
| Number of shares to be issued or disposed of | New shares 700,000 shares / 22nd Series Stock Acquisition Rights Underlying shares: 8,900,000 shares (89,000 units, 100 shares per unit) / 23rd Series Stock Acquisition Rights Underlying shares: 500,000 shares (5,000 units, 100 shares per unit) / 24th Series Stock Acquisition Rights Underlying shares: 800,000 shares (8,000 units, 100 shares per unit) |
| Issue price and disposal price | New shares ¥267 per share / 22nd Series Stock Acquisition Rights ¥50 per unit / 23rd Series Stock Acquisition Rights ¥12 per unit / 24th Series Stock Acquisition Rights ¥263 per unit |
| Total issue value | New shares ¥186,900,000 / 22nd Series Stock Acquisition Rights ¥4,450,000 / 23rd Series Stock Acquisition Rights ¥60,000 / 24th Series Stock Acquisition Rights ¥2,104,000 |
| Amount of funds to be raised | Total payment amount Total amount payable: ¥3,204,514,000 / Estimated net proceeds Estimated net proceeds: ¥3,157,514,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥47,000,000 |
| Specific use of funds | Details Investment related to advancing the "on-chain economic zone" concept (purchase, holding and management of digital assets, and development of an operating structure) / Amount ¥156 million (new shares) and ¥2,671 million (Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to December 2028, Details Investment related to advancing the crypto-related business (development of an operating structure) / Amount ¥30 million / Scheduled timing of expenditures May 2026 to December 2028, Details Investment related to creating business synergies in the AI × on-chain field / Amount ¥300 million / Scheduled timing of expenditures August 2026 to December 2028 |
| Payment date | New shares 7 May 2026 to 13 May 2026 / 22nd Series Stock Acquisition Rights 7 May 2026 / 23rd Series Stock Acquisition Rights 7 May 2026 / 24th Series Stock Acquisition Rights 13 May 2026 |
| Intended allottee | Name DeFi Development Corp / Subject 700,000 new shares and 8,000 units of the 24th Stock Acquisition Rights, Name Macquarie Bank Limited / Subject 89,000 units of the 22nd Stock Acquisition Rights and 5,000 units of the 23rd Stock Acquisition Rights |
| Intended allottee's holding policy | DeFi Development Corp intends to hold the acquired shares and the shares acquired through exercise of the 24th Stock Acquisition Rights over the medium to long term. Macquarie intends to hold the Stock Acquisition Rights for investment purposes and sell the shares acquired through exercise relatively soon after acquisition. The Stock Acquisition Rights are expected to be subject to transfer restrictions. |
| Dilution Rate | Approximately 68.56% (approximately 68.78% on a voting-rights basis) |
| Total number of issued shares | 15,899,482 shares → 26,799,482 shares (assuming issuance of all new shares and exercise of all Stock Acquisition Rights)（Approximately 68.56%） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥267, based on the closing price of ¥296 on 20 April 2026, representing a 9.80% discount. This represents a 7.48% discount to the one-month average of ¥289, a 19.21% discount to the three-month average of ¥330, and a 2.15% discount to the six-month average of ¥273. The initial exercise prices are ¥278 for the 22nd Stock Acquisition Rights, ¥600 for the 23rd, and ¥296 for the 24th. The discount or premium rates relative to the average closing prices are as stated in the body of the notice. |
| Exercise price | 22nd: initially ¥278, adjustable to 94% of the closing price on the preceding trading day, with a floor of ¥148. 23rd: initially ¥600, adjustable after a Board of Directors resolution to 94% of the closing price on the preceding trading day, with a floor of ¥148. 24th: initially ¥296, adjustable after a Board of Directors resolution if the amount equivalent to 100% of the closing price on the preceding trading day is at least ¥1 below the effective exercise price, with a floor of ¥148. No further adjustment may be made within 6 months of the preceding adjustment. |
| Exercise period | 22nd 8 May 2026 to 8 May 2028 / 23rd 8 May 2026 to 8 May 2028 / 24th 13 May 2026 to 8 May 2028 |
| Number of Stock Acquisition Rights | Total number issued 22nd: 89,000 units; 23rd: 5,000 units; 24th: 8,000 units / Number of unexercised units Not disclosed |
| Transfer restriction period | From the date of execution of the share purchase agreement until the earliest of the expiration of the exercise period, completion of exercise of all rights, the date on which the Company acquires all rights, or the date of termination of the agreement. Prior approval is required, except for transfers to Macquarie affiliates and other specified cases. |
| Conditions for lifting transfer restrictions | Prior approval by the Company's Board of Directors. Exceptions include transfers to Macquarie affiliates and other specified cases. |
| Underwriter / lead underwriter | Macquarie Capital Securities Company Limited (arrangement) |
| Procedures under the Corporate Code of Conduct | The Company established a third-party committee consisting of 3 attorneys independent of management and obtained an opinion dated 20 April 2026 stating that the necessity and appropriateness of this financing were recognized. |
| Most recent equity financing | Timing 14 November 2025 / Type Private Placement / Amount Estimated net proceeds of ¥297 million |
| Major shareholders after the offering | Name Nakamura Takehide (中村壮秀) / Shareholding ratio 17.97％, Name DeFi Development Corp / Shareholding ratio 5.60％, Name Kinoshita Masahiro (木下政弘) / Shareholding ratio 2.35％, Name INTERACTIVE BROKERS LLC / Shareholding ratio 2.32％, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.15％, Name Watanabe Ryoichi (渡邉涼一) / Shareholding ratio 0.97％, Name 株式会社ZUU / Shareholding ratio 0.97％, Name MN Company LLC / Shareholding ratio 0.93％, Name MFTrustLead Co., Ltd. / Shareholding ratio 0.88％, Name Allied Architects Employee Stock Ownership Plan / Shareholding ratio 0.82％ |
| Impact on Business Performance | Valuation losses or investment losses on digital assets may arise and affect the consolidated results for the fiscal year ending December 2026. The impact of this third-party allotment on the consolidated results for the fiscal year ending December 2026 is expected to be minor. |
Items this document does not state (5)
Reason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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.The proceeds will be used to purchase, hold and manage digital assets, build an operating structure to advance the "on-chain economic zone" concept, and create business synergies in the AI × on-chain field. The Company will also pursue the possibility of a strategic partnership with DeFi Development Corp through a capital relationship.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.