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
129.26
% (dilution ratio relative to total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the Sixth Series of Stock Acquisition Rights by third-party allotment (with an option to adjust the exercise price)
発行・処分する株式数
Number of potential shares: 2,500,000 (25,000 Stock Acquisition Rights, with 100 shares per right)
Intended allottee
Name ORCHID PLUS PTE. LTD. / Number of stock acquisition rights 10,000 Stock Acquisition Rights (1,000,000 potential shares), Name KAY LEO BROTHERS LIMITED / Number of stock acquisition rights 10,000 Stock Acquisition Rights (1,000,000 potential shares), Name 株式会社エビス商事 / Number of stock acquisition rights 2,500 Stock Acquisition Rights (250,000 potential shares), Name S Crypto Energy Inc. / Number of stock acquisition rights 2,500 Stock Acquisition Rights (250,000 potential shares)
¥1,497 per Stock Acquisition Right
Total issue value
¥37,425,000
Amount of funds to be raised
Total amount payable: ¥3,074,925,000; estimated net proceeds: ¥2,901,796,750. If the minimum exercise price applies, the total amount payable will be ¥1,724,925,000 and estimated net proceeds will be ¥1,624,021,000.
Estimated issuance expenses
Estimated issuance expenses: ¥173,128,250
Specific use of funds
Costs related to opening locations and other activities for the home-delivery pizza businessAmount ¥1,000 million / Scheduled timing of expenditures July 2026 to April 2029
Funds for M&A and capital alliancesAmount ¥1,901 million / Scheduled timing of expenditures July 2026 to September 2028
Existing Shares and Increase
+129.26%Rate of increase
1,934,019 shares4,434,019Shares
129.26% (129.40% 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
Initially ¥1,215. From 2 January 2027 onward, the exercise price may be adjusted by resolution of the Board of Directors. Following an adjustment, it will be set at 90% of the closing price on the trading day preceding the adjustment date, subject to a floor of ¥675. No adjustment may be made if less than 12 months have passed since the previous adjustment notice.
Exercise period
1 July 2026 to 29 June 2029
Number of Stock Acquisition Rights
Total issued: 25,000 Stock Acquisition Rights. Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If funding needs decline, the capital policy changes or other relevant circumstances arise, the Company may, following a resolution of the Board of Directors and notice given no later than 14 days before the acquisition date, acquire all or part of the remaining rights for an amount equal to their issue price. In the event of a merger, conversion into a wholly owned subsidiary or delisting, the Company will acquire all remaining rights.
Offering structure
Major shareholders after the offering
Name ORCHID PLUS PTE. LTD. / Shareholding ratio 24.13％Name KAY LEO BROTHERS LIMITED / Shareholding ratio 20.29％Name 株式会社エビス商事 / Shareholding ratio 7.83％Name S Crypto Energy Inc. / Shareholding ratio 5.07％Name エックスモバイル株式会社 / Shareholding ratio 4.31％Name エックスモバイルスカイファンド2号投資事業有限責任組合 / Shareholding ratio 2.63％Name Kuwahata Natsumi (桑畑夏美) / Shareholding ratio 2.25％Name Kino Masanori (木野将徳) / Shareholding ratio 1.76％Name Kuwahata Yukina (桑畑幸奈) / Shareholding ratio 1.36％Name 株式会社MC / Shareholding ratio 1.34％
Intended allottee's holding policy
The planned allottees intend to make a pure investment and do not seek to acquire management control or become a controlling shareholder. The underwriting agreements are expected to prohibit the transfer of the Stock Acquisition Rights to third parties, the creation of security interests over them and any other disposal. 株式会社エビス商事 intends to exercise the rights and sell the shares if the share price rises.
Payment date
1 July 2026
Basis for determining the amount to be paid
The exercise price is ¥1,215, representing a 10% discount to the closing price of ¥1,349 on 23 April 2026. This represents a 17.96% premium to the average closing price of ¥1,030 over the one-month period, a 41.94% premium to the three-month average of ¥856 and a 60.93% premium to the six-month average of ¥755. The payment amount for the Stock Acquisition Rights is ¥1,497 per right, equal to the fair value determined using a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
The issuance of these Stock Acquisition Rights is conditional on obtaining approval by special resolution at an extraordinary general meeting of shareholders scheduled for late June 2026. Approval of an amendment to the Articles of Incorporation to increase the total number of authorized shares is also a condition.
Impact on Business Performance
The Company believes that the business activities funded by the proceeds will contribute to improved performance and enhanced corporate value. It will promptly disclose the impact on performance once it becomes clear.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Sixth Series of Stock Acquisition Rights by third-party allotment (with an option to adjust the exercise price) |
| Number of shares to be issued or disposed of | Number of potential shares: 2,500,000 (25,000 Stock Acquisition Rights, with 100 shares per right) |
| Issue price and disposal price | ¥1,497 per Stock Acquisition Right |
| Total issue value | ¥37,425,000 |
| Amount of funds to be raised | Total amount payable: ¥3,074,925,000; estimated net proceeds: ¥2,901,796,750. If the minimum exercise price applies, the total amount payable will be ¥1,724,925,000 and estimated net proceeds will be ¥1,624,021,000. |
| Estimated issuance expenses | Estimated issuance expenses: ¥173,128,250 |
| Specific use of funds | Details Costs related to opening locations and other activities for the home-delivery pizza business / Amount ¥1,000 million / Scheduled timing of expenditures July 2026 to April 2029, Details Funds for M&A and capital alliances / Amount ¥1,901 million / Scheduled timing of expenditures July 2026 to September 2028 |
| Payment date | 1 July 2026 |
| Intended allottee | Name ORCHID PLUS PTE. LTD. / Number of stock acquisition rights 10,000 Stock Acquisition Rights (1,000,000 potential shares), Name KAY LEO BROTHERS LIMITED / Number of stock acquisition rights 10,000 Stock Acquisition Rights (1,000,000 potential shares), Name 株式会社エビス商事 / Number of stock acquisition rights 2,500 Stock Acquisition Rights (250,000 potential shares), Name S Crypto Energy Inc. / Number of stock acquisition rights 2,500 Stock Acquisition Rights (250,000 potential shares) |
| Intended allottee's holding policy | The planned allottees intend to make a pure investment and do not seek to acquire management control or become a controlling shareholder. The underwriting agreements are expected to prohibit the transfer of the Stock Acquisition Rights to third parties, the creation of security interests over them and any other disposal. 株式会社エビス商事 intends to exercise the rights and sell the shares if the share price rises. |
| Dilution Rate | 129.26% (129.40% on a voting rights basis) |
| Total number of issued shares | 1,934,019 shares (as of 31 December 2025) → 4,434,019 shares (calculated assuming that all of these Stock Acquisition Rights are exercised)（129.26％） |
| Basis for determining the amount to be paid | The exercise price is ¥1,215, representing a 10% discount to the closing price of ¥1,349 on 23 April 2026. This represents a 17.96% premium to the average closing price of ¥1,030 over the one-month period, a 41.94% premium to the three-month average of ¥856 and a 60.93% premium to the six-month average of ¥755. The payment amount for the Stock Acquisition Rights is ¥1,497 per right, equal to the fair value determined using a Monte Carlo simulation. |
| Exercise price | Initially ¥1,215. From 2 January 2027 onward, the exercise price may be adjusted by resolution of the Board of Directors. Following an adjustment, it will be set at 90% of the closing price on the trading day preceding the adjustment date, subject to a floor of ¥675. No adjustment may be made if less than 12 months have passed since the previous adjustment notice. |
| Exercise period | 1 July 2026 to 29 June 2029 |
| Number of Stock Acquisition Rights | Total issued: 25,000 Stock Acquisition Rights. Number of unexercised rights: Not disclosed |
| Reason for acquisition without consideration | If funding needs decline, the capital policy changes or other relevant circumstances arise, the Company may, following a resolution of the Board of Directors and notice given no later than 14 days before the acquisition date, acquire all or part of the remaining rights for an amount equal to their issue price. In the event of a merger, conversion into a wholly owned subsidiary or delisting, the Company will acquire all remaining rights. |
| Procedures under the Corporate Code of Conduct | The issuance of these Stock Acquisition Rights is conditional on obtaining approval by special resolution at an extraordinary general meeting of shareholders scheduled for late June 2026. Approval of an amendment to the Articles of Incorporation to increase the total number of authorized shares is also a condition. |
| Major shareholders after the offering | Name ORCHID PLUS PTE. LTD. / Shareholding ratio 24.13％, Name KAY LEO BROTHERS LIMITED / Shareholding ratio 20.29％, Name 株式会社エビス商事 / Shareholding ratio 7.83％, Name S Crypto Energy Inc. / Shareholding ratio 5.07％, Name エックスモバイル株式会社 / Shareholding ratio 4.31％, Name エックスモバイルスカイファンド2号投資事業有限責任組合 / Shareholding ratio 2.63％, Name Kuwahata Natsumi (桑畑夏美) / Shareholding ratio 2.25％, Name Kino Masanori (木野将徳) / Shareholding ratio 1.76％, Name Kuwahata Yukina (桑畑幸奈) / Shareholding ratio 1.36％, Name 株式会社MC / Shareholding ratio 1.34％ |
| Impact on Business Performance | The Company believes that the business activities funded by the proceeds will contribute to improved performance and enhanced corporate value. It will promptly disclose the impact on performance once it becomes clear. |
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 RatioMost recent equity financing
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 its equity base and stabilize its financial foundation, and to invest in opening locations for its home-delivery pizza business and in M&A and capital and business alliances. The Company states that these measures will strengthen its earnings structure and aim to enhance corporate value over the medium to long term.
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