Komori
M&A and Subsidiary Changes8105Bitcoin Japan CorporationTrading & Wholesale

Notice Concerning the Establishment of an Overseas Subsidiary

The Company has decided to establish a wholly owned subsidiary in Singapore to invest in AI infrastructure and the broader AI ecosystem. The subsidiary will have capital of USD 10,000 and is scheduled to be established in June 2026.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
10000
USD (capital, planned)
Wording
Conditional
How definitive the wording is.

This transaction

Establishing Overseas Subsidiaries
Disclosing companyBitcoin Japan Corporation
AI INFRASTRUCTURE MATERIALS PTE. LTD.Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Investments in AI infrastructure and the broader AI ecosystem, among other activities

Location Republic of SingaporeShare capital USD 10,000 (planned)Date of incorporation June 2026 (planned)
Consideration and expenses
Type of ConsiderationCash (capital contribution by the Company)
Funding arrangementsThe Company plans to use funds raised through the issuance, by way of a third-party allotment, of the first series of stock acquisition rights with an exercise price adjustment clause as investment funds for its AI infrastructure business.
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending March 2027 is currently expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe representative is expected to be Philip Lord (フィリップ・ロード), Representative Director of the Company. The subsidiary is expected to be established as a consolidated subsidiary in which the Company will hold a 100% ownership interest. Change of corporate name and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameEstablishing Overseas Subsidiaries
Name of the Subject CompanyAI INFRASTRUCTURE MATERIALS PTE. LTD.
Business Description of the Subject CompanyInvestments in AI infrastructure and the broader AI ecosystem, among other activities
Location of the Subject CompanyRepublic of Singapore
Capital Stock of the Subject CompanyUSD 10,000 (planned)
Date of Establishment of the Subject CompanyJune 2026 (planned)
Type of ConsiderationCash (capital contribution by the Company)
Voting rights ownership percentageAfter 100.0% (before not disclosed)
Funding arrangementsThe Company plans to use funds raised through the issuance, by way of a third-party allotment, of the first series of stock acquisition rights with an exercise price adjustment clause as investment funds for its AI infrastructure business.
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending March 2027 is currently expected to be immaterial.
Date of board resolution5 June 2026
Execution Date / Effective DateJune 2026 (planned)
Management structure after acquisitionThe representative is expected to be Philip Lord (フィリップ・ロード), Representative Director of the Company. The subsidiary is expected to be established as a consolidated subsidiary in which the Company will hold a 100% ownership interest. Change of corporate name and employee treatment: Not disclosed
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 Company intends to strengthen its global investment structure in order to execute overseas investments flexibly and efficiently. It also aims to diversify its target investment regions and opportunities while complying with applicable laws and regulations, thereby accelerating expansion into new businesses and the growth of the Group.

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.
Notice Concerning the Establishment of an Overseas Subsidiary | Bitcoin Japan Corporation (8105) timely disclosure | Komori