Beat Holdings Limited (TSE Standard: 9399), a Cayman-incorporated investment company that has been building a bitcoin treasury, will hold an extraordinary general meeting on November 24, 2026 at Hotel Asia Kaikan in Akasaka, Tokyo, to vote on two shareholder proposals that could reshape its ownership almost entirely.
Both proposals come from H.a.N Group, the collective term for shareholder Lian Yih Hann together with four companies he wholly owns, which as a group control 22.91% of Beat's voting rights. The first asks shareholders to authorize the board to issue 400,000,000 new common shares to Lian and his nominees through a debt-equity swap, at HK$0.1 per share, an approximately 84.6% discount to the August 19, 2026 closing price of ¥13. That alone equals 218.2% of shares currently outstanding and would raise roughly HK$40 million, about ¥800mn. The second proposal, which only comes to a vote if the first passes, would authorize 100,000,000 moving-strike warrants at a 0% discount to market, targeting about ¥1.3bn (roughly $8.1mn) over a three-year exercise window and equal to 54.5% of current shares outstanding.
| Proposal | Instrument | Price / discount | Target proceeds | Dilution vs. current shares |
|---|---|---|---|---|
| Proposal 1 (DES) | 400,000,000 new common shares | HK$0.1 per share (~84.6% discount to the ¥13 August 19, 2026 close) | ~HK$40mn (~¥800mn) | 218.2% |
| Proposal 2 (MSW, conditional on Proposal 1) | 100,000,000 moving-strike warrants, 3-year exercise | 0% discount to market price | ~¥1.3bn (~$8.1mn) | 54.5% |
| Combined (fully diluted) | Shares plus warrants | n/a | n/a | up to 272.7% |
Taken together, Beat's disclosure of the proposal puts the maximum fully diluted dilution at 272.7%. Beat's board has not endorsed either proposal. It says it cannot conclude that the deep discount on the new shares avoids unfairly harming existing holders, and it cannot adequately explain what a dilution of that size would do to trading liquidity or the share price. It is putting the matter to a vote anyway because Beat's articles require the board to convene an EGM to consider the business specified in the request whenever five or more shareholders holding at least 3% of paid-in capital request one, and to carry out a resolution that directs the board to issue shares.
The backdrop explains why the board feels boxed in. Beat's consolidated net assets were just $909,000 (about ¥148mn) at the end of June 2026. If the company remains in negative net-asset territory through the fiscal years ending in December 2026 and December 2027, its shares face delisting from the Tokyo Stock Exchange. The company says raising funds for operations, debt repayment and working capital by any means other than further draws on Lian's existing revolving credit facility is difficult.
The proposal is bundled with other conditions. H.a.N Group wants Beat to buy back the remaining 43,700,000 of the 45,000,000 warrants it issued to Lian and Cantor Fitzgerald & Co. in December 2025, which are now far out of the money and have blocked a separate ¥5bn bond facility from proceeding. In exchange, and conditional on that buyback and the new share issue going through, Lian has committed to extend a HK$200mn credit facility by six months, to September 29, 2027, provided the composition of Beat's board does not change during that period.
Lian's relationship with Beat runs deeper than this vote. He chairs Beat's Bitcoin Treasury Board, sits as a director of the Fame Rich group, and has been the company's rescue financier before: two related-party share and warrant allotments to him in 2024 cured a prior insolvency and averted delisting. Beat separately took a 30% stake in Fame Rich Enterprises Limited from Lian in November 2022 and, in January 2025, took over a Lian-owned company holding 353,600 shares, 5.64% of the outstanding stock at the time, in Beaglee (TSE Standard: 3981).
None of the securities have been issued and neither proposal has been approved. The first proposal must clear a special resolution before the warrant vote is even taken; if shareholders reject the debt-equity swap, the warrant proposal does not come to a vote at all.