Bitcoin Japan shares plunge 27% on dilutive $60M EVO Fund deal
Tokyo-listed Bitcoin Japan's shares plummeted after the former apparel wholesaler announced a highly dilutive $60 million financing package that allocates just 7% of proceeds to actual bitcoin purchases.
Bitcoin Japan shares tumbled 26.7% to 99 yen on Friday, hitting a year-to-date low of 87 yen, after the company unveiled a financing agreement with EVO Fund. The Tokyo-listed firm, which currently holds no bitcoin, approved a package that could raise up to 9.66 billion yen ($59.5 million) in net proceeds. Investors reacted negatively to the structure's severe dilution risk.
The deal combines a 1.5 billion yen ($9.2 million) committed zero-coupon convertible bond with a warrant tranche that could generate another 8.2 billion yen ($50 million) over roughly 12 months. Both instruments carry moving-strike pricing with an initial level of 138 yen and a floor of 69 yen. If fully converted and exercised at the lowest prices, the new shares issued would equate to 110% of the company's current outstanding stock.
Despite the corporate name, purchasing bitcoin ranks fourth in the capital deployment order. The company earmarked just 662 million yen ($4.1 million)—roughly 7% of total expected proceeds—for its inaugural bitcoin acquisition. This allocation is entirely contingent on EVO Fund exercising enough warrants to fully fund preceding investments in private equity, rare-earth mining, and a robotics business.
The bulk of the planned capital is destined for non-crypto ventures, including 3.5 billion yen for a rare-earth mining investment and 3.76 billion yen for pre-IPO AI deals. A prior warrant program finalized in December underscored the firm's shifting priorities. That offering raised only 54% of its target and allocated zero capital to bitcoin, instead funding stakes tied to SpaceX and Figure AI.
The company, formerly known as apparel wholesaler Marusho Hotta, has posted eight consecutive annual operating losses. For the fiscal year ended March 2026, it reported a 462 million yen ($2.8 million) operating loss on 2.96 billion yen ($18.2 million) in revenue. Bakkt Holdings, which took a roughly 30% voting stake last August and installed its president Phillip Lord as CEO, is facilitating the new deal.
Bakkt will lend EVO Fund up to 2 million shares fee-free through August 2027 to hedge against actual warrant exercises. EVO Fund, which is wholly owned by investor Michael Lerch by voting rights, has utilized this specific convertible structure before to finance Metaplanet's bitcoin treasury strategy.
The firm downplayed the significance of its namesake asset in a shareholder Q&A. "Bitcoin holdings are not a KPI," the company stated, noting its sole performance measure is long-term intrinsic value per share. The capital raise arrives as the Tokyo Stock Exchange examines potential tighter oversight of Japan's listed crypto treasury sector.
