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
96.57031769
¥100 million (estimated net proceeds)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
First Series unsecured convertible bonds with stock acquisition rights subject to conversion price adjustment provisions, issued through a third-party allotment, Second Stock Acquisition Rights issued through a third-party allotment (with an exercise price adjustment clause)
発行・処分する株式数
Bonds with Share Acquisition Rights 10,869,560 shares at the initial conversion price, and up to 21,739,120 shares at the minimum conversion price / Stock Acquisition Rights 59,377,900 shares
Intended allottee
Name EVO FUND / Number of shares Not disclosed
Bonds with Share Acquisition Rights ¥100 per ¥100 of face value / Stock Acquisition Rights ¥11 per right
Total issue value
¥9,700,681,769 (¥1,500,000,000 for the convertible bonds with stock acquisition rights, ¥6,531,569 for the stock acquisition rights, and ¥8,194,150,200 for the property contributed upon exercise of the stock acquisition rights)
Amount of funds to be raised
Total subscription proceeds of ¥9,700,681,769; estimated net proceeds of ¥9,657,031,769
Estimated issuance expenses
¥43,650,000
Specific use of funds
Investment in unlisted sharesAmount ¥3,756 million / Scheduled timing of expenditures August 2026 to February 2028
Investment in rare earth minesAmount ¥3,503 million / Scheduled timing of expenditures August 2026 to February 2028
Investment in robotics-as-a-service businessesAmount ¥1,446 million / Scheduled timing of expenditures August 2026 to February 2028
Investment in bitcoinAmount ¥662 million / Scheduled timing of expenditures August 2026 to February 2028
Additional working capitalAmount ¥290 million / Scheduled timing of expenditures August 2026 to February 2028
Existing Shares and Increase
+95.33%Rate of increase
73,690,348 shares154,807,368Shares
95.33% (100.00% on a voting rights basis) if all convertible bonds are converted at the initial conversion price and all stock acquisition rights are exercised; 110.08% (115.47% on a voting rights basis) if all convertible bonds are converted at the minimum conversion price
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
The initial exercise price is ¥138. From the second trading day after the allotment date, the price will be adjusted to 100% of the simple average closing price for the preceding 2 consecutive trading days, subject to a minimum of ¥69. The initial conversion price of the convertible bonds is also ¥138, subject to a minimum of ¥69.
Exercise period
Convertible bonds: 4 August 2026 to 3 August 2027. Stock acquisition rights: 4 August 2026 to 4 August 2027
Number of Stock Acquisition Rights
40 stock acquisition rights attached to the convertible bonds; 593,779 Second Series stock acquisition rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
If the Company determines that the need for future financing has ceased, or that a financing method on more favorable terms has been secured, among other circumstances, it may acquire any remaining stock acquisition rights by specifying and notifying the acquisition date. The acquisition price will be equal to the issue price.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (arranger)
Major shareholders after the offering
The subscriber has no intention of holding the securities for an extended period and plans to sell them in the market. Accordingly, the major shareholders and their shareholdings after the offering are not disclosed.
Intended allottee's holding policy
The securities will be held for investment purposes. In principle, the subscriber does not intend to hold the acquired shares for an extended period and will generally sell them in the market based on share price movements. The impact on the market will be taken into consideration when selling.
Payment date
3 August 2026
Basis for determining the amount to be paid
The initial conversion price and initial exercise price are set at 100% of the closing price of ¥138 on 15 July 2026, with a minimum price of ¥69, equivalent to 50% of the closing price. The third-party valuation of the convertible bonds was ¥99.4 to ¥99.6 per ¥100 of face value, and that of the stock acquisition rights was ¥11 per right.
Procedures under the Corporate Code of Conduct
The Company established a third-party committee comprising 3 attorneys who are reasonably independent of management and obtained an opinion on the necessity and appropriateness of the transaction dated 16 July 2026.
Most recent equity financing
Timing 15 December 2025 / Type First Series stock acquisition rights subject to exercise price adjustment provisions, issued through a third-party allotment / Amount Planned proceeds at issuance of ¥5,764,574,500 and estimated net proceeds of ¥5,714,574,500. Actual proceeds of ¥3,145 million and net proceeds of ¥3,095 million
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 will be immaterial. The Company expects the transaction to contribute to future results.
| Item | Details |
|---|---|
| Type of issuance or disposal | First Series unsecured convertible bonds with stock acquisition rights subject to conversion price adjustment provisions, issued through a third-party allotment, Second Stock Acquisition Rights issued through a third-party allotment (with an exercise price adjustment clause) |
| Number of shares to be issued or disposed of | Bonds with Share Acquisition Rights 10,869,560 shares at the initial conversion price, and up to 21,739,120 shares at the minimum conversion price / Stock Acquisition Rights 59,377,900 shares |
| Issue price and disposal price | Bonds with Share Acquisition Rights ¥100 per ¥100 of face value / Stock Acquisition Rights ¥11 per right |
| Total issue value | ¥9,700,681,769 (¥1,500,000,000 for the convertible bonds with stock acquisition rights, ¥6,531,569 for the stock acquisition rights, and ¥8,194,150,200 for the property contributed upon exercise of the stock acquisition rights) |
| Amount of funds to be raised | Total subscription proceeds of ¥9,700,681,769; estimated net proceeds of ¥9,657,031,769 |
| Estimated issuance expenses | ¥43,650,000 |
| Specific use of funds | Details Investment in unlisted shares / Amount ¥3,756 million / Scheduled timing of expenditures August 2026 to February 2028, Details Investment in rare earth mines / Amount ¥3,503 million / Scheduled timing of expenditures August 2026 to February 2028, Details Investment in robotics-as-a-service businesses / Amount ¥1,446 million / Scheduled timing of expenditures August 2026 to February 2028, Details Investment in bitcoin / Amount ¥662 million / Scheduled timing of expenditures August 2026 to February 2028, Details Additional working capital / Amount ¥290 million / Scheduled timing of expenditures August 2026 to February 2028 |
| Payment date | 3 August 2026 |
| Intended allottee | Name EVO FUND / Number of shares Not disclosed |
| Intended allottee's holding policy | The securities will be held for investment purposes. In principle, the subscriber does not intend to hold the acquired shares for an extended period and will generally sell them in the market based on share price movements. The impact on the market will be taken into consideration when selling. |
| Dilution Rate | 95.33% (100.00% on a voting rights basis) if all convertible bonds are converted at the initial conversion price and all stock acquisition rights are exercised; 110.08% (115.47% on a voting rights basis) if all convertible bonds are converted at the minimum conversion price |
| Total number of issued shares | 73,690,348 shares → 143,937,808 shares (based on the initial conversion price) / 154,807,368 shares (based on the minimum conversion price)（95.33％／110.08％） |
| Basis for determining the amount to be paid | The initial conversion price and initial exercise price are set at 100% of the closing price of ¥138 on 15 July 2026, with a minimum price of ¥69, equivalent to 50% of the closing price. The third-party valuation of the convertible bonds was ¥99.4 to ¥99.6 per ¥100 of face value, and that of the stock acquisition rights was ¥11 per right. |
| Exercise price | The initial exercise price is ¥138. From the second trading day after the allotment date, the price will be adjusted to 100% of the simple average closing price for the preceding 2 consecutive trading days, subject to a minimum of ¥69. The initial conversion price of the convertible bonds is also ¥138, subject to a minimum of ¥69. |
| Exercise period | Convertible bonds: 4 August 2026 to 3 August 2027. Stock acquisition rights: 4 August 2026 to 4 August 2027 |
| Number of Stock Acquisition Rights | 40 stock acquisition rights attached to the convertible bonds; 593,779 Second Series stock acquisition rights; unexercised balance: Not disclosed |
| Reason for acquisition without consideration | If the Company determines that the need for future financing has ceased, or that a financing method on more favorable terms has been secured, among other circumstances, it may acquire any remaining stock acquisition rights by specifying and notifying the acquisition date. The acquisition price will be equal to the issue price. |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. (arranger) |
| Procedures under the Corporate Code of Conduct | The Company established a third-party committee comprising 3 attorneys who are reasonably independent of management and obtained an opinion on the necessity and appropriateness of the transaction dated 16 July 2026. |
| Most recent equity financing | Timing 15 December 2025 / Type First Series stock acquisition rights subject to exercise price adjustment provisions, issued through a third-party allotment / Amount Planned proceeds at issuance of ¥5,764,574,500 and estimated net proceeds of ¥5,714,574,500. Actual proceeds of ¥3,145 million and net proceeds of ¥3,095 million |
| Major shareholders after the offering | The subscriber has no intention of holding the securities for an extended period and plans to sell them in the market. Accordingly, the major shareholders and their shareholdings after the offering are not disclosed. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 will be immaterial. The Company expects the transaction to contribute to future results. |
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories 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 purposes are to invest in AI-related businesses and adjacent areas, diversify revenue sources, strengthen financial resilience, improve access to future investment opportunities and reduce dependence on liquidity events for existing investments. The Company also cited additional funding needs arising because the amount raised in the previous financing fell below the initial plan.
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