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Shinto Holdings Admits Diverting Warrant Proceeds to Loan Repayments Without Board Approval

Shinto Holdings disclosed on August 19 that ¥205mn earmarked for its own metal purchases was instead used to repay a bank, a related company and an individual, cover payroll and rent, and fund a loan to another subsidiary, spending that happened before the board approved the change or investors were told.

Aug 19, 20262 min readSHINTO Holdings, Inc.2776
Illustration of a scrap metal yard with a conveyor belt splitting into multiple bins, symbolizing raised funds being redirected to different uses.

Shinto Holdings, Inc. (TSE: 2776) told investors on August 19, 2026 that cash it raised through a 2024 share placement and two rounds of stock acquisition rights was spent differently from what it had promised, and that the payments went out before its board approved the change or before any public notice was issued.

The scrap-metal and materials trader announced the financing on October 30, 2024: a new-share placement paid in on November 15, 2024, plus its 7th and 8th warrants exercised over the following months. The original plan was simple: send money to an iron and non-ferrous scrap metal subsidiary and a plastics-trading subsidiary to fund their purchases, and use the remainder for the parent company's own metal purchases.

That is not quite what happened. The ¥149.2mn raised from new shares was supposed to flow to its iron and non-ferrous scrap metal subsidiary as a loan before it bought metal; instead Shinto paid metal suppliers directly, skipping the subsidiary. Net of ¥6.6mn in issuance costs, ¥142.6mn went straight into purchases the parent made itself.

The warrant proceeds tell a bigger story. Of the ¥1.35bn originally earmarked, the company now says ¥205mn less went to its own metal purchases than planned, with the difference redirected into five new categories: rent and payroll, a bank loan repayment, a repayment to a related company, a repayment to an individual, and a loan to another subsidiary to fund its own inventory purchases.

Warrant proceeds: disclosed plan vs. actual spending
Figures from Shinto Holdings' amended 42nd-period annual securities report, covering the 7th and 8th stock acquisition rights. Actual figures are as of January 31, 2026.
Use of fundsOriginally disclosedRevised planActually spent
Iron/non-ferrous scrap subsidiary¥850.8mn¥850.8mn¥360.9mn
Plastics subsidiary¥55.0mn¥55.0mn¥20.0mn
Parent company (metal purchases)¥447.5mn¥242.5mn¥73.7mn
Working capital (rent, salaries)¥13.6mn¥13.3mn
Bank loan repayment¥1.4mn¥1.4mn
Related-company loan repayment¥87.0mn¥87.0mn
Individual loan repayment¥23.0mn¥23.0mn
Loan to another subsidiary¥80.0mn¥80.0mn
Total¥1.35bn¥1.35bn¥659.2mn

As of the end of January 2026, actual warrant proceeds, reduced by an earlier cut to the exercise price, totalled ¥659.2mn, and the company says all of it has already been spent, mostly across that reshuffled list of uses.

Shinto's own account of what went wrong is unusually candid. The company says it prioritized group-wide cash needs over checking payments against what it had told the market, and its management of the raised funds fell short of the segregated handling it had promised in the October 2024 disclosure. The board only ratified the changed use of proceeds, and the company only disclosed it, after the money was already spent.

Shinto says its remedies now include a dedicated fund-tracking ledger, a segregated account for future raises, a two-person sign-off before any use-of-proceeds payment, an automatic payment freeze if a mismatch is spotted, and monthly reporting to the board and statutory auditors. The company maintains the total amount raised is unchanged and that the reshuffling has no effect on group consolidated results. Warrants from the 7th and 8th rounds remain partly unexercised, so further use-of-proceeds disclosures could still follow.