Bitcoin Japan taps EVO Fund for ¥9.66bn, to buy first BTC

Tokyo-listed Bitcoin Japan approved a financing package with Cayman Islands-based EVO Fund that could raise about ¥9.66 billion in net proceeds, including ¥662 million earmarked to buy its first bitcoin, according to a shareholder Q&A published on the company’s website.

The package combines a ¥1.5 billion zero-coupon convertible bond, payable in full on closing, and a second series of stock acquisition rights that could generate roughly ¥8.2 billion if exercised over about 12 months. Both instruments use moving-strike pricing with an initial conversion and exercise price of ¥138 and a floor of ¥69.

If the bond converts and the rights are exercised at the initial price, the issuance would create roughly 70.3 million new shares, equal to about 95.3% of the company’s current share count. If the bond converts at the floor and all rights are exercised, potential new shares would equal about 110.1% of the existing share count. Exercise volumes are generally capped at 10% of outstanding shares per month, and the board can repurchase the securities at their issue price.

Under the Q&A’s allocation plan, about 7% of the proceeds are earmarked for bitcoin. Larger allocations go to private equity and strategic investments: ¥3.76 billion for private equity including pre-IPO AI deals, ¥3.5 billion for a rare-earth mining investment, ¥1.45 billion for a robot-as-a-service business in Tokyo and ¥290 million for working capital. Deployment of funds is scheduled between August 2026 and February 2028. The upfront bond proceeds will be used first for private equity; the bitcoin allocation depends on EVO Fund exercising enough rights to fund earlier allocations.

Bitcoin Japan has not purchased any bitcoin since adopting a treasury strategy last year. A December warrant program, allotted to a financial institution, raised ¥3.1 billion of a planned ¥5.7 billion after the company’s shares declined; those proceeds did not fund bitcoin. The December funds were directed to two AI infrastructure positions: a fund interest tied to 100,800 SpaceX shares with an unaudited reference value of about ¥2.8 billion as of June 30, and a ¥1.17 billion position in robotics startup Figure AI carried at cost.

Bakkt Holdings, the company’s largest shareholder, will lend EVO Fund up to 2 million shares, about 2.7% of outstanding stock, at no fee through August 2027 to enable hedged sales tied to actual exercises; Bakkt retains dividends and voting rights on the lent shares. Investor Michael Lerch indirectly controls 100% of EVO Fund’s voting rights, the Q&A shows.

An independent committee issued an opinion dated July 15 finding the financing necessary and appropriate under Tokyo Stock Exchange listing rules. The company reviewed net-asset balance reports from multiple prime brokers and confirmed EVO Fund had sufficient resources.

For the fiscal year ended March 2026, Bitcoin Japan reported revenue of ¥2.96 billion and an operating loss of ¥462 million, its eighth consecutive annual operating loss. Shares traded as low as ¥87 on Friday before closing at ¥99, down 26.7% from the prior day’s close.

“Bitcoin holdings are not a KPI,” the Q&A stated, adding that the company’s primary metric is long-term intrinsic value per share.