Offering of new shares and the Third Series Stock Acquisition Rights to be issued through a private placement, and change in a major shareholder
unbanked株式会社. The funds will be used for クラウドバンク・フィナンシャルサービス株式会社, クラウドバンク・キャピタル株式会社, 日本クラウド証券株式会社, and the Company's gold bullion business
Gold bullion business, lending-based crowdfunding business, financing related to renewable energy and grid-scale batteries, Kinka (XNK), and other businesses
The Company required working capital and growth investment funds due to the settlement payment arising from the settlement reached on 9 July 2025, the risk of non-collection of ¥1,340 million in trade receivables from gold bullion transactions, increased demand for inventory and gold bullion acquisition funding resulting from higher gold prices, and the expansion of lending projects by subsidiaries
Related procedures
Obtaining an opinion from a special committee on the necessity and appropriateness of the private placement pursuant to Article 432 of the Tokyo Stock Exchange Listing Regulations. A previous damages lawsuit has been settled
Tokyo High Court; Tokyo Stock Exchange
Former consignor
The heirs and other successors of the Company's former representative director
Undetermined because the timing and scale of exercise of the stock acquisition rights are uncertain. If any matters requiring disclosure arise in the future or an impact on financial results occurs, the Company will disclose the information promptly
Trade receivables of ¥1,340 million (the counterparty name is Not disclosed)
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Number of voting rights: -, Number of shares held: - shares, voting rights ratio: -% (as of 31 October 2025)
16,217 voting rights, 1,621,700 shares held, voting rights ratio of 10.78%, ranked third among major shareholders (scheduled for 14 April 2026)
Company response
Special committee: 3 members, attorneys Koido Naoki (小井土 直樹) and Toyoshima Hideyuki (豊島 英征), and Kusuhara Takayoshi (楠原 孝尭). The Company obtained the committee's opinion on 25 March 2026. Separately, the Company's Audit & Supervisory Committee established an investigative committee on 28 January 2026 and received its investigation report dated 27 February 2026 (the committee members are Not disclosed)
Improvement and strengthening of the organizational culture, accurate disclosure of financial information and compliance with social norms, and instilling the Company's principles and code of conduct throughout the organization
Payment for the new shares will be made on 14 April 2026, and the stock acquisition rights may be exercised from 15 April 2026 through 14 April 2028. The proceeds will be allocated to the business funding needs of subsidiaries and the gold bullion business, and, if the rights are not exercised, will be allocated in the prescribed order of priority. If an impact on financial results occurs, the Company will disclose the information promptly
If any matters requiring disclosure arise in the future or an impact on financial results occurs, the Company will disclose the information promptly
| Item | Details |
|---|---|
| Event name | Offering of new shares and the Third Series Stock Acquisition Rights to be issued through a private placement, and change in a major shareholder |
| Date of occurrence | 26 March 2026 (the date on which the Board of Directors resolved on this private placement); 14 April 2026 (scheduled date of the change in major shareholder) |
| Subject Entity | unbanked株式会社. The funds will be used for クラウドバンク・フィナンシャルサービス株式会社, クラウドバンク・キャピタル株式会社, 日本クラウド証券株式会社, and the Company's gold bullion business |
| Target Locations / Products | Gold bullion business, lending-based crowdfunding business, financing related to renewable energy and grid-scale batteries, Kinka (XNK), and other businesses |
| Cause | The Company required working capital and growth investment funds due to the settlement payment arising from the settlement reached on 9 July 2025, the risk of non-collection of ¥1,340 million in trade receivables from gold bullion transactions, increased demand for inventory and gold bullion acquisition funding resulting from higher gold prices, and the expansion of lending projects by subsidiaries |
| Impact on Earnings Forecast | Undetermined because the timing and scale of exercise of the stock acquisition rights are uncertain. If any matters requiring disclosure arise in the future or an impact on financial results occurs, the Company will disclose the information promptly |
| Type of litigation or proceeding | Obtaining an opinion from a special committee on the necessity and appropriateness of the private placement pursuant to Article 432 of the Tokyo Stock Exchange Listing Regulations. A previous damages lawsuit has been settled |
| Court or authority | Tokyo High Court; Tokyo Stock Exchange |
| Plaintiff | Former consignor |
| Defendant | The heirs and other successors of the Company's former representative director |
| Date of filing / date of action | 9 July 2025 (the date on which the settlement relating to the lawsuit was reached) |
| Amount of receivables at risk of non-collection or delayed collection | Trade receivables of ¥1,340 million (the counterparty name is Not disclosed) |
| Investigation structure | Special committee: 3 members, attorneys Koido Naoki (小井土 直樹) and Toyoshima Hideyuki (豊島 英征), and Kusuhara Takayoshi (楠原 孝尭). The Company obtained the committee's opinion on 25 March 2026. Separately, the Company's Audit & Supervisory Committee established an investigative committee on 28 January 2026 and received its investigation report dated 27 February 2026 (the committee members are Not disclosed) |
| Measures to prevent recurrence | Improvement and strengthening of the organizational culture, accurate disclosure of financial information and compliance with social norms, and instilling the Company's principles and code of conduct throughout the organization |
| Voting rights ownership percentage before the change | Number of voting rights: -, Number of shares held: - shares, voting rights ratio: -% (as of 31 October 2025) |
| Voting rights ownership percentage after the change | 16,217 voting rights, 1,621,700 shares held, voting rights ratio of 10.78%, ranked third among major shareholders (scheduled for 14 April 2026) |
| Outlook | Payment for the new shares will be made on 14 April 2026, and the stock acquisition rights may be exercised from 15 April 2026 through 14 April 2028. The proceeds will be allocated to the business funding needs of subsidiaries and the gold bullion business, and, if the rights are not exercised, will be allocated in the prescribed order of priority. If an impact on financial results occurs, the Company will disclose the information promptly |
| Planned follow-up disclosure | If any matters requiring disclosure arise in the future or an impact on financial results occurs, the Company will disclose the information promptly |
Items this document does not state (7)
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 strengthen financial resources reduced by settlement payments and delays in collecting trade receivables, and to fund the lending business of subsidiaries, inventory and gold bullion acquisition in the gold bullion business, and growth investments.