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enish replaces stalled warrants with a 55.8mn-share EVO FUND package

enish will cancel its May warrants, which raised ¥320mn of a ¥1.12bn target, and issue new EVO FUND warrants covering 109.66% of its shares, with ¥400mn of crypto purchases ranked behind game spending.

By Tokyo Brief DeskOct 26, 20263 min readenish,inc.3667
Illustration of a valve splitting a stream of funds into three channels representing game development, bond repayment and crypto purchases.

enish's board approved a replacement for its stalled May financing on 26 October. The company will issue 558,000 Series 24 warrants to EVO FUND, a Cayman Islands investment fund, covering 55.8mn shares, and cancel the Series 22 warrants it sold the same fund in May. Of the 210,000 Series 22 warrants, 105,540 were exercised, raising ¥320mn against a net target of ¥1.12bn. None were exercised between 16 and 23 October. The 104,460 that remain are to be bought back at ¥2 each and cancelled on 10 November.

What shareholders could give up

Full exercise would add 55.8mn shares. That equals 109.66% of the 50,882,560 shares outstanding on 30 June 2026, or 109.71% of the 508,619 voting rights. The two figures differ only in the denominator, shares versus votes.

EVO FUND holds no enish shares today. If every warrant were exercised and the shares kept, it would hold up to 52.31% of voting rights, or 558,000 of 1,066,619 votes. That is a ceiling. The fund describes itself as a pure investor that plans to sell exercised shares in the market, and the registration statement says it has no wish to take control.

The exercise price starts at ¥21 and resets daily to the lowest close of the prior two sessions, with no discount. The floor is ¥11 and there is no cap. Exercise runs from 12 November 2026 to 12 December 2028. EVO FUND has committed to exercise all warrants by 13 November 2028 and at least 279,000 by 12 November 2027. Those commitments lapse if enish issues a stop notice or gives notice that it will acquire the warrants, or if the allowed extensions are exceeded.

The ¥1.15bn net proceeds figure assumes every warrant is exercised at ¥21. The registration statement puts the minimum at ¥614.9mn if all are exercised at the ¥11 floor, and says exercise may not happen at all.

Where the money would go

enish says it needs ¥1,155mn. Shrinking the issue to about 70% dilution would raise roughly ¥736mn, ¥419mn short by its own estimate. It is skipping a shareholder vote, which it says would take about two months. Instead it relied on an independent committee, which backed the deal on 23 October. If proceeds fall short, funds go to the three uses below in the order listed.

Planned use of net proceeds
Amounts in ¥ millions; assumes full exercise at the initial price. Shortfalls are filled in the order shown.
UseAmount (¥mn)Planned timing
Repay Series 3 bond100Nov 2026 to Apr 2027
Game business investment655Nov 2026 to Nov 2028
Crypto purchases (digital asset treasury)400Aug 2027 to Nov 2028
Total1,155-

The ¥655mn for games splits into ¥355mn for new-title development and operations, ¥200mn for IP rights and ¥100mn for adjacent businesses. The company says its Mahjong title and its July cycling-anime title are selling below plan.

The crypto allocation is cut from the ¥640mn planned in April. Solana is the one token the company names as a likely target; the notice says it has not decided to buy Bitcoin, Ethereum or any other specific asset, and the purchases are to be held, not staked or lent. About ¥100mn of Solana was already bought with the company's own cash, taking the planned total to ¥500mn. Earlier Tokyo Brief coverage

A zero-coupon bond of up to ¥100mn bridges the gap. It is due for issue to EVO FUND on 26 November, with its principal reduced, in ¥2.5mn steps, by any warrant exercise proceeds received before then, and it is repaid early as warrants are exercised. From 27 November the holder can demand repayment if the shares close at or below ¥11. The warrants are due to be allotted on 11 November.