Komori
Share Issuance and Disposal8746unbanked inc.Financials (excluding banks)

(Change to Disclosed Information) Notice Regarding a Change in the Number of Series 3 Stock Acquisition Rights to Be Issued Through a Third-Party Allotment

The number of Series 3 stock acquisition rights, which had already been approved, was reduced by 1,619 from 118,919 to 117,300. As a result, the number of potential shares, funds raised and amount allocated to the bullion business will also decrease.

Worth reading
83Important
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
1619
Units (stock acquisition rights)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 3 stock acquisition rights through a third-party allotment (change in the number issued)

Who receives how much

11,730,000 potential shares (117,300 stock acquisition rights, 100 shares per right)

AU投資事業組合117,300 units (11,730,000 potential shares)

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

¥352 per stock acquisition right
Total issue value

¥41,289,600

Amount of funds to be raised
Total exercise payment of ¥3,819,820,700; estimated net proceeds of ¥3,809,690,700
Estimated issuance expenses
¥10,130,000
Specific use of funds
Business funds for the subsidiary Cloud Bank Financial Services Co., Ltd.Amount ¥742 million / Scheduled timing of expenditures May 2026 to March 2028
Business funds for the subsidiary Cloud Bank Capital Co., Ltd.Amount ¥1,200 million / Scheduled timing of expenditures May 2026 to March 2028
Business funds for the subsidiary 日本クラウド証券株式会社 and funding for the bullion businessAmount ¥115 million / Scheduled timing of expenditures May 2026 to March 2028
Purchase and acquisition funding for the bullion businessAmount ¥1,294 million / Scheduled timing of expenditures May 2026 to March 2028
Existing Shares and Increase
+98.38%Rate of increase
13,570,982 shares26,922,682Shares

98.38% (of total shares issued); 99.48% (of total voting rights)

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
¥283. Whether there is an adjustment provision and the adjustment floor: not disclosed
Exercise period
15 April 2026 to 14 April 2028
Number of Stock Acquisition Rights
Total number issued: 117,300 units. Number of unexercised rights remaining: not disclosed
Procedures under the Corporate Code of Conduct
An opinion letter regarding the necessity and appropriateness of the third-party allotment was obtained on 25 March 2026 from a special committee comprising 3 outside experts with no interests in either the Company or the intended allottee. An additional opinion letter regarding the change in the number issued was obtained as of 7 April 2026.
Most recent equity financing
Timing Dated 19 November 2025 / Type Offering of Series 3 stock acquisition rights through a third-party allotment / Amount Not disclosed
Impact on Business Performance
The impact of this change on purchase and acquisition funding for the bullion business is immaterial, and there will be no impact on the Company's use of funds or business plans.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 3 stock acquisition rights through a third-party allotment (change in the number issued)
Number of shares to be issued or disposed of11,730,000 potential shares (117,300 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥352 per stock acquisition right
Total issue value¥41,289,600
Amount of funds to be raisedTotal exercise payment of ¥3,819,820,700; estimated net proceeds of ¥3,809,690,700
Estimated issuance expenses¥10,130,000
Specific use of fundsDetails Business funds for the subsidiary Cloud Bank Financial Services Co., Ltd. / Amount ¥742 million / Scheduled timing of expenditures May 2026 to March 2028, Details Business funds for the subsidiary Cloud Bank Capital Co., Ltd. / Amount ¥1,200 million / Scheduled timing of expenditures May 2026 to March 2028, Details Business funds for the subsidiary 日本クラウド証券株式会社 and funding for the bullion business / Amount ¥115 million / Scheduled timing of expenditures May 2026 to March 2028, Details Purchase and acquisition funding for the bullion business / Amount ¥1,294 million / Scheduled timing of expenditures May 2026 to March 2028
Intended allotteeName AU投資事業組合 / Number of Shares 117,300 units (11,730,000 potential shares)
Dilution Rate98.38% (of total shares issued); 99.48% (of total voting rights)
Total number of issued shares13,570,982 shares → 26,922,682 shares(98.38%)
Exercise price¥283. Whether there is an adjustment provision and the adjustment floor: not disclosed
Exercise period15 April 2026 to 14 April 2028
Number of Stock Acquisition RightsTotal number issued: 117,300 units. Number of unexercised rights remaining: not disclosed
Procedures under the Corporate Code of ConductAn opinion letter regarding the necessity and appropriateness of the third-party allotment was obtained on 25 March 2026 from a special committee comprising 3 outside experts with no interests in either the Company or the intended allottee. An additional opinion letter regarding the change in the number issued was obtained as of 7 April 2026.
Most recent equity financingTiming Dated 19 November 2025 / Type Offering of Series 3 stock acquisition rights through a third-party allotment / Amount Not disclosed
Impact on Business PerformanceThe impact of this change on purchase and acquisition funding for the bullion business is immaterial, and there will be no impact on the Company's use of funds or business plans.
Items this document does not state (12)
Payment dateIntended allottee's holding policyBasis 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.

To adjust the dilution rate while reducing the impact on existing shareholders. As the total exercise payment will decrease due to the reduction in the number issued, the planned amount allocated to funding the bullion business was also changed from ¥1,341 million to ¥1,294 million.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Change to Disclosed Information) Notice Regarding a Change in the Number of Series 3 Stock Acquisition Rights to Be Issued Through a Third-Party Allotment | unbanked inc. (8746) timely disclosure | Komori