Worth reading
88Important
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
9494040
Shares (maximum number of shares to be issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of convertible bonds with stock acquisition rights and conversion price adjustment provisions through a third-party allotment, and issuance of stock acquisition rights through a third-party allotment
Who receives how much
Convertible bonds with stock acquisition rights: 2,594,040 shares (864,680 shares each for the First, Second and Third Series, scheduled); Fifth Series Stock Acquisition Rights: 3,300,000 shares; Sixth Series Stock Acquisition Rights: 3,600,000 shares
LCAO648,510 shares each for the First, Second and Third Series (Second and Third Series scheduled); 24,420 Fifth Series Stock Acquisition Rights
MAP24686,468 shares each for the First, Second and Third Series (Second and Third Series scheduled); 2,640 Fifth Series Stock Acquisition Rights
BEMAP129,702 shares each for the First, Second and Third Series (Second and Third Series scheduled); 5,940 Fifth Series Stock Acquisition Rights
Seacastle23,436 Sixth Series Stock Acquisition Rights
Showcase Capital4,536 Sixth Series Stock Acquisition Rights
Universal Digital6,660 Sixth Series Stock Acquisition Rights
Soul Ventures1,368 Sixth Series Stock Acquisition Rights
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
First Series Convertible Bonds with Stock Acquisition Rights: ¥90 per ¥100 of each bond; Second and Third Series: ¥90 per ¥100 of each bond (scheduled); Fifth Series Stock Acquisition Rights: ¥123 per right; Sixth Series Stock Acquisition Rights: ¥131 per right
Total issue value
First Series Convertible Bonds with Stock Acquisition Rights: ¥180,000,000; Second Series: ¥180,000,000 (scheduled); Third Series: ¥180,000,000 (scheduled); Fifth Series Stock Acquisition Rights: ¥4,059,000; Sixth Series Stock Acquisition Rights: ¥4,716,000
Amount of funds to be raised
Total amount payable: ¥2,322,075,000; estimated net proceeds: ¥2,301,650,000
Estimated issuance expenses
Estimated issuance expenses: ¥20,425,000
Specific use of funds
Expenses related to capital and business alliances, including M&A, and the acquisition of shares in subsidiariesAmount ¥1,034.983 million (¥133.333 million from the First Series Convertible Bonds with Stock Acquisition Rights, ¥266.666 million from the Second and Third Series, scheduled, and ¥901.650 million from the Fifth and Sixth Series Stock Acquisition Rights) / Scheduled timing of expenditures August 2026 to June 2029
AI infrastructure investmentAmount ¥300 million (¥46.666 million from the First Series Convertible Bonds with Stock Acquisition Rights, ¥93.333 million from the Second and Third Series, scheduled, and ¥160 million from the Fifth and Sixth Series Stock Acquisition Rights) / Scheduled timing of expenditures September 2026 to June 2029
Investment related to cryptoassetsAmount ¥300 million / Scheduled timing of expenditures June 2026 to June 2029
Working capitalAmount ¥400 million / Scheduled timing of expenditures June 2026 to June 2029
Existing Shares and Increase
+133.59%Rate of increase
7,106,900 shares16,600,940Shares
133.59% (138.14% on a voting rights basis)
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 exercise prices of the Fifth and Sixth Series Stock Acquisition Rights are fixed at ¥257. The conversion price for the convertible bonds with stock acquisition rights is ¥231.3 for the First Series; detailed terms for the Second and Third Series are scheduled to be determined on the date of each issuance resolution. The First Series conversion price will be adjusted once, on 7 December 2026, to the closing price on the immediately preceding trading day, subject to a floor of ¥206. The conversion prices for the Second and Third Series will likewise be adjusted to the closing price on each adjustment date, subject to a floor of ¥206.
Exercise period
First Series Convertible Bonds with Stock Acquisition Rights: 8 June 2026 to 5 June 2028; Second Series: 7 July 2026 to 6 July 2028 (scheduled); Third Series: 11 August 2026 to 10 August 2028 (scheduled); Fifth and Sixth Series Stock Acquisition Rights: Not disclosed
Number of Stock Acquisition Rights
20 convertible bonds with stock acquisition rights each for the First through Third Series (Second and Third Series scheduled); 33,000 Fifth Series Stock Acquisition Rights; 36,000 Sixth Series Stock Acquisition Rights. Number of unexercised rights remaining: Not disclosed.
Reason for acquisition without consideration
Under certain conditions, the company may acquire the remaining Fifth and Sixth Series Stock Acquisition Rights for an amount equal to their issue price. For the Sixth Series, the company will acquire all rights remaining at the end of the exercise period.
Intended allottee's holding policy
LCAO, MAP246 and BEMAP are friendly investors pursuing purely financial investments and will not be involved in management. Transfers of the convertible bonds with stock acquisition rights and stock acquisition rights require the approval of the company's Board of Directors.
Payment date
First Series: 5 June 2026; Second Series: 6 July 2026 (scheduled); Third Series: 10 August 2026 (scheduled); allotment date for the Fifth and Sixth Series Stock Acquisition Rights: 5 June 2026
Basis for determining the amount to be paid
The First Series conversion price of ¥231.3 represents 90% of the closing price of ¥257 on 19 May 2026. This represents discounts of 19.90% to the average closing price of ¥288.78 for the preceding month, 23.85% to the three-month average of ¥303.75, and 37.33% to the six-month average of ¥369.09. The exercise prices of ¥257 for the Fifth and Sixth Series Stock Acquisition Rights are equal to the closing price on 19 May 2026. The issue prices of the stock acquisition rights are equal to the valuation amounts calculated by TFA using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
The company established a third-party committee to examine the necessity and appropriateness of this financing and obtained its opinion that the financing was appropriate. The company also obtained a valuation from TFA and opinions on legal compliance from all 3 Audit and Supervisory Committee members.
Most recent equity financing
Timing 8 July 2025 / Type Second Series Stock Acquisition Rights issued through a third-party allotment / Amount Not disclosed
Impact on Business Performance
The company states that it will accelerate initiatives aimed at achieving profitability at an early stage and sustainable growth, but the specific monetary impact on financial results is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of convertible bonds with stock acquisition rights and conversion price adjustment provisions through a third-party allotment, and issuance of stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | Convertible bonds with stock acquisition rights: 2,594,040 shares (864,680 shares each for the First, Second and Third Series, scheduled); Fifth Series Stock Acquisition Rights: 3,300,000 shares; Sixth Series Stock Acquisition Rights: 3,600,000 shares |
| Issue price and disposal price | First Series Convertible Bonds with Stock Acquisition Rights: ¥90 per ¥100 of each bond; Second and Third Series: ¥90 per ¥100 of each bond (scheduled); Fifth Series Stock Acquisition Rights: ¥123 per right; Sixth Series Stock Acquisition Rights: ¥131 per right |
| Total issue value | First Series Convertible Bonds with Stock Acquisition Rights: ¥180,000,000; Second Series: ¥180,000,000 (scheduled); Third Series: ¥180,000,000 (scheduled); Fifth Series Stock Acquisition Rights: ¥4,059,000; Sixth Series Stock Acquisition Rights: ¥4,716,000 |
| Amount of funds to be raised | Total amount payable: ¥2,322,075,000; estimated net proceeds: ¥2,301,650,000 |
| Estimated issuance expenses | Estimated issuance expenses: ¥20,425,000 |
| Specific use of funds | Details Expenses related to capital and business alliances, including M&A, and the acquisition of shares in subsidiaries / Amount ¥1,034.983 million (¥133.333 million from the First Series Convertible Bonds with Stock Acquisition Rights, ¥266.666 million from the Second and Third Series, scheduled, and ¥901.650 million from the Fifth and Sixth Series Stock Acquisition Rights) / Scheduled timing of expenditures August 2026 to June 2029, Details AI infrastructure investment / Amount ¥300 million (¥46.666 million from the First Series Convertible Bonds with Stock Acquisition Rights, ¥93.333 million from the Second and Third Series, scheduled, and ¥160 million from the Fifth and Sixth Series Stock Acquisition Rights) / Scheduled timing of expenditures September 2026 to June 2029, Details Investment related to cryptoassets / Amount ¥300 million / Scheduled timing of expenditures June 2026 to June 2029, Details Working capital / Amount ¥400 million / Scheduled timing of expenditures June 2026 to June 2029 |
| Payment date | First Series: 5 June 2026; Second Series: 6 July 2026 (scheduled); Third Series: 10 August 2026 (scheduled); allotment date for the Fifth and Sixth Series Stock Acquisition Rights: 5 June 2026 |
| Intended allottee | Name LCAO / Number of Shares 648,510 shares each for the First, Second and Third Series (Second and Third Series scheduled); 24,420 Fifth Series Stock Acquisition Rights, Name MAP246 / Number of Shares 86,468 shares each for the First, Second and Third Series (Second and Third Series scheduled); 2,640 Fifth Series Stock Acquisition Rights, Name BEMAP / Number of Shares 129,702 shares each for the First, Second and Third Series (Second and Third Series scheduled); 5,940 Fifth Series Stock Acquisition Rights, Name Seacastle / Number of Shares 23,436 Sixth Series Stock Acquisition Rights, Name Showcase Capital / Number of Shares 4,536 Sixth Series Stock Acquisition Rights, Name Universal Digital / Number of Shares 6,660 Sixth Series Stock Acquisition Rights, Name Soul Ventures / Number of Shares 1,368 Sixth Series Stock Acquisition Rights |
| Intended allottee's holding policy | LCAO, MAP246 and BEMAP are friendly investors pursuing purely financial investments and will not be involved in management. Transfers of the convertible bonds with stock acquisition rights and stock acquisition rights require the approval of the company's Board of Directors. |
| Dilution Rate | 133.59% (138.14% on a voting rights basis) |
| Total number of issued shares | 7,106,900 shares → 16,600,940 shares (simple total assuming all securities are converted and exercised)（133.59％） |
| Basis for determining the amount to be paid | The First Series conversion price of ¥231.3 represents 90% of the closing price of ¥257 on 19 May 2026. This represents discounts of 19.90% to the average closing price of ¥288.78 for the preceding month, 23.85% to the three-month average of ¥303.75, and 37.33% to the six-month average of ¥369.09. The exercise prices of ¥257 for the Fifth and Sixth Series Stock Acquisition Rights are equal to the closing price on 19 May 2026. The issue prices of the stock acquisition rights are equal to the valuation amounts calculated by TFA using a Monte Carlo simulation. |
| Exercise price | The exercise prices of the Fifth and Sixth Series Stock Acquisition Rights are fixed at ¥257. The conversion price for the convertible bonds with stock acquisition rights is ¥231.3 for the First Series; detailed terms for the Second and Third Series are scheduled to be determined on the date of each issuance resolution. The First Series conversion price will be adjusted once, on 7 December 2026, to the closing price on the immediately preceding trading day, subject to a floor of ¥206. The conversion prices for the Second and Third Series will likewise be adjusted to the closing price on each adjustment date, subject to a floor of ¥206. |
| Exercise period | First Series Convertible Bonds with Stock Acquisition Rights: 8 June 2026 to 5 June 2028; Second Series: 7 July 2026 to 6 July 2028 (scheduled); Third Series: 11 August 2026 to 10 August 2028 (scheduled); Fifth and Sixth Series Stock Acquisition Rights: Not disclosed |
| Number of Stock Acquisition Rights | 20 convertible bonds with stock acquisition rights each for the First through Third Series (Second and Third Series scheduled); 33,000 Fifth Series Stock Acquisition Rights; 36,000 Sixth Series Stock Acquisition Rights. Number of unexercised rights remaining: Not disclosed. |
| Reason for acquisition without consideration | Under certain conditions, the company may acquire the remaining Fifth and Sixth Series Stock Acquisition Rights for an amount equal to their issue price. For the Sixth Series, the company will acquire all rights remaining at the end of the exercise period. |
| Procedures under the Corporate Code of Conduct | The company established a third-party committee to examine the necessity and appropriateness of this financing and obtained its opinion that the financing was appropriate. The company also obtained a valuation from TFA and opinions on legal compliance from all 3 Audit and Supervisory Committee members. |
| Most recent equity financing | Timing 8 July 2025 / Type Second Series Stock Acquisition Rights issued through a third-party allotment / Amount Not disclosed |
| Impact on Business Performance | The company states that it will accelerate initiatives aimed at achieving profitability at an early stage and sustainable growth, but the specific monetary impact on financial results is Not disclosed. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsCategories 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 fund capital and business alliances, including M&A, the acquisition of shares in subsidiaries, AI infrastructure investments, investments related to cryptoassets, and working capital. The objective is to secure a certain amount at issuance while raising funds incrementally and flexibly in line with the share price and funding requirements.
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.