Bitcoin Japan, which holds no bitcoin, taps EVO Fund in planned $60 million raise to finally buy some

Bitcoin Japan, the Tokyo-listed firm formerly known as apparel wholesaler Marusho Hotta, said its board approved a financing package with Cayman Islands-based EVO Fund that could raise an estimated 9.66 billion yen ($59.5 million) in net proceeds, including 662 million yen ($4.1 million) for its first bitcoin (BTC) purchase, according to a shareholder Q&A published on the company's website.

The package, disclosed Thursday, combines a 1.5 billion yen ($9.2 million) zero-coupon convertible bond, to be paid in full on the closing date, with a second series of stock acquisition rights that could generate a further 8.2 billion yen ($50 million) at the initial exercise price if exercised over roughly 12 months, per the Q&A.

Both instruments carry moving-strike pricing, with an initial conversion and exercise price of 138 yen and a floor of 69 yen. EVO Fund has used the structure, sometimes described as Japan's version of an at-the-market equity facility, to finance Metaplanet's bitcoin accumulation.

Full conversion and exercise at the initial price would create about 70.3 million new shares, equal to 95.33% of the company’s existing share count. If the bond converts at its floor price and all warrants are exercised, the potential new shares would equal 110.08% of the existing share count, according to Bitcoin Japan's financing filing. The company said exercises are generally capped at 10% of outstanding shares per month and that its board can buy back the securities at their issue price.

Bitcoin Japan shares traded as low as 87 yen on Friday, a year-to-date low, before closing at 99 yen, down 26.7% from Thursday’s close, per Nikkei data. 

The allocation plan

Bitcoin accounts for about 7% of the planned proceeds from the financing package. The Q&A allocates 3.76 billion yen ($23.1 million) to private equity investments including pre-IPO AI deals, 3.5 billion yen for a $20 million rare-earth mining investment, 1.45 billion yen ($8.9 million) to a robot-as-a-service business in Tokyo and 290 million yen ($1.8 million) to working capital, with deployment scheduled between August 2026 and February 2028.

However, bitcoin sits fourth in the company’s funding order. The upfront bond proceeds will go to private equity, while the bitcoin allocation depends on EVO Fund exercising enough warrants to fund the preceding private-equity, rare-earth and robotics allocations, per the Q&A. 

The bitcoin allocation replaces one that went unfunded. A warrant program from December, allotted to Macquarie, generated 3.1 billion yen ($19.1 million) of a planned 5.7 billion yen ($35.1 million) after the company's stock declined, and bitcoin received none of the proceeds, according to the Q&A.

The company has yet to buy any bitcoin since adopting its treasury strategy last year. "Bitcoin holdings are not a KPI," the company said in the document, adding that its sole measure is long-term intrinsic value per share.

The December proceeds went toward two AI infrastructure positions: a fund interest corresponding to 100,800 SpaceX shares acquired at $122 each, to which the company assigned an unaudited reference value of about 2.8 billion yen ($17.2 million) as of June 30v, and a 1.17 billion yen ($7.2 million) position in robotics startup Figure AI, carried at cost.

Backed by Bakkt

Bakkt Holdings, the company's largest shareholder, will lend EVO Fund up to 2 million shares, about 2.7% of those outstanding, at no fee through August 2027, according to the Q&A, which said the loan is limited to hedge sales against actual exercises and that Bakkt retains dividends and voting rights. Bakkt acquired about 30% of the then-Marusho Hotta’s voting rights from RIZAP Group last August, with Bakkt International President Phillip Lord later installed as CEO.

Investor Michael Lerch indirectly owns 100% of EVO Fund’s voting rights, per the Q&A. Bitcoin Japan said an independent committee found the financing necessary and appropriate under Tokyo Stock Exchange listing rules in an opinion dated July 15, and said it reviewed net-asset balance reports from multiple prime brokers and confirmed that EVO Fund had sufficient resources

The company reported revenue of 2.96 billion yen ($18.2 million) and an operating loss of 462 million yen ($2.8 million) for the fiscal year ended March 2026, marking its eighth consecutive annual operating loss.

The raise follows scrutiny of Japan’s listed crypto treasury sector. Bloomberg reported in November that the Tokyo Stock Exchange was examining tighter oversight of such companies, though no decisions had been finalized at the time.