BitcoinJPN, the Tokyo-listed company that until late 2025 sold kimonos and dress fabric under the name Marusho Hotta, told the Tokyo Stock Exchange on July 16 that its board had approved a third-party allotment of convertible bonds and warrants to EVO Fund. The package could bring in as much as ¥9.7bn combined: ¥1.5bn from the bonds and up to ¥8.2bn if EVO Fund exercises every warrant.
The instruments are built to move with the stock, not against it. The convertible bonds carry an initial conversion price of ¥138 a share that resets every two trading days to the market's average closing price, with no ceiling and a floor of ¥69; the warrants use the same formula. Full conversion at the initial price would create 10.87mn new shares from the bonds and 59.38mn from the warrants; at the ¥69 floor, the bonds alone could add up to 21.74mn shares. If the stock keeps falling, BitcoinJPN issues more shares to raise the same yen amount, a mechanic that can compound dilution for existing holders.
| Feature | Convertible Bonds | Warrants |
|---|---|---|
| Issue amount | ¥1.5bn | ¥6.53mn upfront, up to ¥8.19bn on exercise |
| Units issued | 40 | 593,779 |
| Initial price | ¥138 | ¥138 |
| Floor price | ¥69 | ¥69 |
| Potential new shares | 10.87mn (up to 21.74mn at floor) | 59.38mn |
| Exercise window | Aug 4, 2026 to Aug 3, 2027 | Aug 4, 2026 to Aug 4, 2027 |
BitcoinJPN has been here before. A first warrant round in December 2025 aimed to raise ¥5.76bn but delivered only ¥3.15bn after the exercise price kept resetting downward as the shares slid, leaving the company short of cash for its planned bitcoin-treasury purchases and forcing it to prioritize AI infrastructure spending instead.
This time, management has laid out four uses for the money: minority stakes in private technology companies bought through secondary-market vehicles (prior warrant proceeds already bought indirect exposure to SpaceX and Figure AI Inc.), a controlling stake in a rare-earth mine in South Africa paired with a purchase agreement with a Japanese trading house, a "Robot-as-a-Service" rental business aimed at Japan's labor shortage, and renewed bitcoin purchases as a hedge against currency depreciation.
EVO Fund, the allottee, will hold both instruments under a buy-and-underwrite agreement that caps its monthly exercise at 10% of outstanding shares, a standard Tokyo Stock Exchange guardrail against runaway conversion in a single month.
The pivot followed a change of control. Bakkt Opco Holdings, a unit of NYSE-listed Bakkt Holdings, bought a 30% stake from former parent RIZAP Group in August 2025, then installed Philip Lord as CEO and Mehrab Hosseinbor as CFO that November. The core textile business, meanwhile, keeps losing money: sales fell to ¥2.96bn in the year to March 2026 from ¥3.10bn, and the net loss attributable to parent widened to ¥537mn from ¥407mn, the seventh straight year of operating losses. Whether the new capital reaches its stated targets, given the shortfall on the last round, is the question the EVO Fund contract does not answer.