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Share Issuance and Disposal6081Allied Architects,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition and Cancellation of the 22nd and 23rd Stock Acquisition Rights and Changes to the Use of Funds

The unexercised portions of the Series 22 and Series 23 Stock Acquisition Rights will be acquired on 15 September 2026 and immediately cancelled in full. Accordingly, the ¥2,537,662,200 in proceeds that will not be raised through these stock acquisition rights will be abandoned, and the use of proceeds and planned spending periods will be changed.

Worth reading
75Important
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
8279900
Decrease in potential shares (shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Acquisition and cancellation of share acquisition rights with an exercise price adjustment clause

Who receives how much

Series 22: 8,900,000 underlying common shares (7,779,900 potential shares relating to the unexercised portion); Series 23: 500,000 underlying common shares (500,000 potential shares relating to the unexercised portion)

Macquarie Bank Limited (Series 22 and Series 23; all rights held by the allottee that remain unexercised through the day before the acquisition date)

The lower thin line represents the existing number of shares to which these shares will be added.

Series 22: ¥50 per stock acquisition right; Series 23: ¥12 per stock acquisition right (acquisition price)
Total issue value

Total acquisition price of ¥3,949,950 (¥3,889,950 for Series 22 and ¥60,000 for Series 23; subject to change based on exercises through the day before the acquisition date)

Amount of funds to be raised
Expected proceeds from the Series 22 and Series 23 Stock Acquisition Rights: ¥2,731,710,000; proceeds raised: ¥194,047,800; amount not to be raised: ¥2,537,662,200
Specific use of funds
Investment related to advancing the "on-chain economic zone" initiative (purchase, holding and management of digital assets)Amount ¥433 million (including ¥194,047,800 already raised and ¥238,904,000 expected to be raised through the exercise of Series 24 Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to December 2028
The portion of the investment related to advancing the "on-chain economic zone" initiative that will not be fundedAmount ¥2,238 million / Scheduled timing of expenditures Implementation deferred for the time being
Investment related to creating business synergies in the AI × on-chain fieldAmount ¥300 million / Scheduled timing of expenditures Implementation deferred for the time being
Terms of the stock acquisition rights
Exercise price
Series 22: initial ¥278, minimum ¥148. Series 23: initial ¥600, minimum ¥148. No resolution has been passed to exercise the option to adjust the exercise price for Series 23.
Exercise period
8 May 2026 to 8 May 2028
Number of Stock Acquisition Rights
Total issued: 89,000 Series 22 rights and 5,000 Series 23 rights. Unexercised balance as of 31 August 2026: 77,799 Series 22 rights and 5,000 Series 23 rights. After cancellation: 0 rights for both series.
Payment date
7 May 2026 (previously issued portion)
Procedures under the Corporate Code of Conduct
The rights will be acquired in accordance with Articles 273 and 274 of the Companies Act after notifying the holders at least 14 days before the acquisition date.
Most recent equity financing
Timing 7 May 2026 / Type Issuance by way of a third-party allotment of new shares and Series 22, Series 23 and Series 24 Stock Acquisition Rights / Amount ¥186,900,000 raised through new shares, ¥4,510,000 in issue proceeds from the Series 22 and Series 23 Stock Acquisition Rights, and ¥189,537,800 raised through exercises
Impact on Business Performance
There will be no impact on profit or loss for the fiscal year ending December 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalAcquisition and cancellation of share acquisition rights with an exercise price adjustment clause
Number of shares to be issued or disposed ofSeries 22: 8,900,000 underlying common shares (7,779,900 potential shares relating to the unexercised portion); Series 23: 500,000 underlying common shares (500,000 potential shares relating to the unexercised portion)
Issue price and disposal priceSeries 22: ¥50 per stock acquisition right; Series 23: ¥12 per stock acquisition right (acquisition price)
Total issue valueTotal acquisition price of ¥3,949,950 (¥3,889,950 for Series 22 and ¥60,000 for Series 23; subject to change based on exercises through the day before the acquisition date)
Amount of funds to be raisedExpected proceeds from the Series 22 and Series 23 Stock Acquisition Rights: ¥2,731,710,000; proceeds raised: ¥194,047,800; amount not to be raised: ¥2,537,662,200
Specific use of fundsDetails Investment related to advancing the "on-chain economic zone" initiative (purchase, holding and management of digital assets) / Amount ¥433 million (including ¥194,047,800 already raised and ¥238,904,000 expected to be raised through the exercise of Series 24 Stock Acquisition Rights) / Scheduled timing of expenditures May 2026 to December 2028, Details The portion of the investment related to advancing the "on-chain economic zone" initiative that will not be funded / Amount ¥2,238 million / Scheduled timing of expenditures Implementation deferred for the time being, Details Investment related to creating business synergies in the AI × on-chain field / Amount ¥300 million / Scheduled timing of expenditures Implementation deferred for the time being
Payment date7 May 2026 (previously issued portion)
Intended allotteeMacquarie Bank Limited (Series 22 and Series 23; all rights held by the allottee that remain unexercised through the day before the acquisition date)
Exercise priceSeries 22: initial ¥278, minimum ¥148. Series 23: initial ¥600, minimum ¥148. No resolution has been passed to exercise the option to adjust the exercise price for Series 23.
Exercise period8 May 2026 to 8 May 2028
Number of Stock Acquisition RightsTotal issued: 89,000 Series 22 rights and 5,000 Series 23 rights. Unexercised balance as of 31 August 2026: 77,799 Series 22 rights and 5,000 Series 23 rights. After cancellation: 0 rights for both series.
Procedures under the Corporate Code of ConductThe rights will be acquired in accordance with Articles 273 and 274 of the Companies Act after notifying the holders at least 14 days before the acquisition date.
Most recent equity financingTiming 7 May 2026 / Type Issuance by way of a third-party allotment of new shares and Series 22, Series 23 and Series 24 Stock Acquisition Rights / Amount ¥186,900,000 raised through new shares, ¥4,510,000 in issue proceeds from the Series 22 and Series 23 Stock Acquisition Rights, and ¥189,537,800 raised through exercises
Impact on Business PerformanceThere will be no impact on profit or loss for the fiscal year ending December 2026.
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

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 Series 22 Stock Acquisition Rights have been trading near the minimum exercise price, making it difficult to raise funds at the level assumed at the time of issuance. The Series 23 Stock Acquisition Rights are also unlikely to be exercised at the current share price. Although it is difficult to expect funding commensurate with the potential dilution, the remaining potential shares could raise concerns regarding supply and demand and share price formation. The Company therefore determined that acquiring and cancelling the rights would serve shareholders' interests.

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Notice Regarding the Acquisition and Cancellation of the 22nd and 23rd Stock Acquisition Rights and Changes to the Use of Funds | Allied Architects,Inc. (6081) timely disclosure | Komori