Bitcoin Japan has approved a financing package with Cayman Islands-based EVO Fund that could bring in 9.66 billion yen, or about $59.5 million, in net proceeds, but only a small portion of the money is currently set aside for the company’s first bitcoin purchase, according to a company filing.
The deal gives the company immediate certainty on just one part of the package: a 1.5 billion yen, or about $9.2 million, zero-coupon convertible bond that is fully committed at closing. The rest of the fundraising depends on the exercise of warrants over the next 12 months, which could generate roughly 8.2 billion yen, or about $50 million, if fully used.
Bitcoin Japan said 662 million yen, or about $4.1 million, has been earmarked for buying bitcoin. That allocation represents roughly 7% of the potential net proceeds and ranks fourth among the company’s planned uses of funds. Most of the money is instead intended for private equity and pre-IPO artificial intelligence projects, rare-earth mining, a robotics business in Tokyo and general working capital.
The structure has drawn attention because it links the company’s public bitcoin treasury strategy to a financing plan in which the digital asset allocation is relatively small and conditional. Bitcoin Japan has not yet bought any bitcoin since adopting the treasury approach last year.
Shares tumble after dilution warning
Bitcoin Japan’s shares fell sharply after the announcement, dropping 26.7% on Friday to close at 99 yen. Earlier in the session, the stock touched 87 yen, its lowest level in a year.
The share-price reaction followed disclosure of potentially heavy dilution from the convertible bond and warrants. The instruments begin with a conversion and exercise price of 138 yen per share, with a floor price of 69 yen. If all instruments are converted and exercised at the initial price, the company would issue about 70.3 million new shares. That would equal 95.33% of the company’s current total shares outstanding.
If conversion and exercise occur at the floor price, the potential dilution would rise to 110.08%, meaning the new share count could exceed the number of shares currently issued.
The board said monthly exercises of the instruments are capped at 10% of outstanding shares, a limitation designed to slow the pace at which new shares can enter the market. The company also said it keeps the right to repurchase the instruments at their issue price.
Those safeguards may reduce the speed of dilution, but they do not remove the risk that existing shareholders could see their ownership stakes meaningfully reduced if the full financing is completed.
Bitcoin allocation comes after other spending plans
The proposed bitcoin purchase is not the first priority in the financing plan. According to the filing, Bitcoin Japan expects to use 3.76 billion yen, or about $23.1 million, for private equity and pre-IPO AI projects. It also plans to allocate 3.5 billion yen, or about $20 million, to rare-earth mining.
Another 1.45 billion yen, or about $8.9 million, is marked for a robotics business in Tokyo, while 290 million yen, or about $1.8 million, is set aside for working capital.
The planned deployment period runs from August 2026 to February 2028.
The bitcoin allocation depends on additional warrant exercises that must generate enough cash to cover the company’s earlier funding priorities. In practical terms, Bitcoin Japan’s first bitcoin acquisition may not happen unless the financing proceeds move beyond the initial committed bond and into the warrant portion of the deal.
That detail is important because the headline fundraising amount of 9.66 billion yen depends on future market conditions and warrant activity. The company has secured the initial convertible bond, but the larger portion of the program is not guaranteed at closing.
Earlier warrant program did not fund bitcoin purchases
Bitcoin Japan previously pursued a separate warrant program in December with another counterparty. That program raised 3.1 billion yen, or about $19.1 million, from an expected 5.7 billion yen, or about $35.1 million.
None of those proceeds were used to purchase bitcoin.
Instead, the company used the money to finance stakes in two AI infrastructure-related ventures. One position represented an interest equivalent to 100,800 SpaceX shares, valued at about 2.8 billion yen, or $17.2 million, as of June 30. The other was a 1.17 billion yen, or about $7.2 million, allocation to robotics company Figure AI.
The earlier outcome is likely to be closely watched as traders assess whether the new financing will result in an actual bitcoin purchase or once again be directed mainly toward other corporate projects.
Bitcoin Japan said its performance target remains focused on intrinsic value per share rather than the quantity of bitcoin held. That statement separates the company’s strategy from more aggressive corporate bitcoin accumulation models, where total bitcoin holdings are often treated as the central measure of progress.
Bakkt to lend shares for hedging
Bakkt Holdings, now Bitcoin Japan’s largest shareholder, will loan EVO Fund up to 2 million shares to help facilitate hedging tied to the financing. The loaned shares equal about 2.7% of Bitcoin Japan’s outstanding total and can be used through August 2027.
Bakkt will retain dividends and voting rights tied to those shares, according to the filing.
Bakkt obtained around 30% of Bitcoin Japan’s voting rights from RIZAP Group in 2025 and later appointed Phillip Lord as chief executive. The arrangement gives Bakkt significant influence over the company at a time when Bitcoin Japan is attempting to reposition its business strategy around a mix of AI, robotics, rare-earth mining and a proposed bitcoin treasury allocation.
Share-lending arrangements are commonly used in convertible financings to allow the financing counterparty to hedge market exposure. In this case, the share loan may help EVO Fund manage risk if the convertible bond and warrants become exercisable or convertible into common stock.
EVO Fund’s role reviewed by committee
EVO Fund is wholly controlled by Michael Lerch. Bitcoin Japan said an independent committee reviewed the financing and determined that it aligned with Tokyo Stock Exchange listing standards.
The committee also reviewed EVO Fund’s asset capacity, relying on broker reports dated July 15, according to the company filing.
The review comes as exchange oversight of listed companies with cryptocurrency-related assets remains a live issue in Japan. The Tokyo Stock Exchange has been examining possible changes to rules or oversight practices for listed companies holding cryptocurrency-related assets, though no formal rule changes have been announced.
The scrutiny reflects a broader concern in public markets: whether listed companies are using cryptocurrency treasury plans as core operating strategies, balance-sheet tools or market-facing narratives that accompany unrelated capital raises.
Weak earnings add pressure
Bitcoin Japan’s financial position adds another layer of importance to the new financing.
For the fiscal year ending March 2026, the company reported 2.96 billion yen, or about $18.2 million, in revenue. It also recorded an operating loss of 462 million yen, or about $2.8 million.
That marked the company’s eighth consecutive annual deficit.
The continued losses mean the new financing could play a major role in funding the company’s planned business shifts. But because much of the package depends on warrant exercises, the amount of money ultimately raised will depend partly on share-price performance and market appetite.
A falling share price can complicate this kind of financing. Lower prices may increase the number of shares required under variable conversion terms, which raises dilution concerns. At the same time, weak trading can make warrant exercise less attractive or more damaging to existing holders.
That tension was visible in Friday’s sharp stock decline.
Bitcoin treasury plan remains limited for now
Bitcoin Japan’s planned bitcoin allocation is modest compared with the overall financing package and with more aggressive corporate treasury strategies seen elsewhere in Japan.
Metaplanet, another domestic listed company, has built a large bitcoin reserve and reported holdings of more than 43,000 coins by the first week of July 2026. That strategy has centered heavily on bitcoin accumulation as a defining balance-sheet policy.
Bitcoin Japan’s approach looks different. The company has adopted a bitcoin treasury strategy but has not yet completed a bitcoin purchase. Its new financing plan places bitcoin behind AI projects, rare-earth mining and robotics spending.
The company’s own filing emphasizes intrinsic value per share rather than bitcoin quantity. That suggests management may be trying to frame bitcoin as one part of a wider capital-allocation plan rather than the company’s dominant asset strategy.
Bitcoin itself was trading near $63,000 on the open market, far below the peak levels reached in October 2025. The decline has made corporate bitcoin strategies more complicated, particularly for companies whose share prices react strongly to digital-asset headlines.
Traders are likely to focus on whether Bitcoin Japan follows through with its first bitcoin purchase, how quickly EVO Fund exercises warrants and whether the monthly 10% cap is enough to prevent sharp pressure on the share price.
The key issue is not only whether Bitcoin Japan eventually buys bitcoin. It is how much new equity the company issues to raise the funds, where the cash is actually deployed and whether the spending can improve long-term per-share value.
For now, the filing shows a company using a cryptocurrency treasury plan as one component of a much broader and highly dilutive financing package. The proposed bitcoin purchase may attract attention, but the larger story is the scale of possible share issuance and the company’s plan to direct most proceeds into AI ventures, rare-earth mining and robotics.
Want to understand Japan’s evolving Bitcoin role? Explore Japan’s pivot reshapes crypto regulation and market impact in our in-depth analysis.
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