Japanese firms use flexible funding tools to add BTC with less share pain. This guide explains how Japanese companies buy bitcoin using moving-price convertibles, warrants, and share loans. We break down Bitcoin Japan’s new EVO Fund deal, show the dilution math, and list steps boards can use to protect investors. Bitcoin Japan is trying once again to fund a bitcoin treasury. The Tokyo-listed company approved a fresh package with EVO Fund that could net about 9.66 billion yen (around $59.5 million) over roughly a year. Only 1.5 billion yen is hard-committed on day one. The rest depends on investors choosing to exercise warrants as the stock trades. The plan sets aside 662 million yen (about $4.1 million) for the company’s first BTC buy. But that bitcoin budget sits fourth in line. Private equity, rare-earth mining, and a robot-as-a-service unit must get funded first. If the stock weakens and the warrants do not get exercised, the bitcoin line may be delayed again. This structure shows how Japanese companies buy bitcoin without a single, big equity sale. Instead, they tap “ATM-like” tools that meter out new shares over time, with moving prices and monthly caps. Used well, these tools can spread out dilution. Used poorly, they can weigh on price and investor trust.

How Japanese companies buy bitcoin under structures that limit dilution

Japanese issuers often pair two tools: – A zero-coupon convertible bond with a moving conversion price – A set of stock acquisition rights (warrants) with a moving exercise price and a floor Both prices float with the market and include a minimum price. The company can cap how many new shares hit the market each month. Boards may also keep a buyback right, so they can retire the securities at their issue price. Here is the basic flow many firms follow:

Raise a small, committed bond to kick-start the plan.

Issue warrants that investors can exercise over 6–12 months.

Set a floor price to prevent extreme dilution if the stock drops.

Cap monthly exercises (for example, 10% of shares outstanding).

Use share lending to let investors hedge only against real exercises.

Stage the spending so core projects get cash first, and bitcoin later.

This is how Japanese companies buy bitcoin while trying to limit sudden, one-time dilution. The tradeoff is clear: the treasury plan depends on market strength and steady execution.

Key mechanics to watch

Moving strike: The conversion/exercise price adjusts as the stock moves.

Floor price: Protects against very low prices but can still be dilutive.

Monthly cap: Limits how fast new shares can hit the market.

Issuer buyback right: Lets the company cancel remaining securities.

Share lending for hedging: Reduces “naked short” risk and aligns flows with real exercises.

Bitcoin Japan’s deal with EVO Fund, in plain terms

Bitcoin Japan’s package includes:

A 1.5 billion yen zero-coupon convertible bond, funded at closing.

A second series of stock acquisition rights that could bring in another 8.2 billion yen at the initial exercise price, if investors exercise them over about 12 months.

Initial conversion/exercise price: 138 yen. Floor: 69 yen.

Monthly exercise cap: about 10% of outstanding shares.

Board buyback right: the company can buy the securities back at issue price.

Potential dilution is large if all parts are used:

At the initial price, about 70.3 million new shares could be created, equal to about 95.3% of the current share count.

At the floor price, total potential new shares could reach about 110.1% of the current share count.

The spending plan tilts away from BTC for now. Roughly 7% of net proceeds are earmarked for bitcoin (about 662 million yen). The rest targets:

Private equity, including pre-IPO AI (about 3.76 billion yen)

Rare-earth mining (about 3.5 billion yen for a $20 million ticket)

Robotics-as-a-service in Tokyo (about 1.45 billion yen)

Working capital (about 290 million yen)

The company says bond proceeds go first to private equity. Bitcoin only gets funded if enough warrants are exercised later to cover the earlier items. This staging reduces the risk that BTC is bought before the core plan is funded. But it also means bitcoin may get pushed back if shares are weak.

Hedging and support

Bitcoin Japan’s largest shareholder, Bakkt Holdings, will lend EVO Fund up to 2 million shares through August 2027 at no fee. The loan is limited to hedge sales tied to actual exercises. Bakkt keeps voting and dividend rights. This share loan can smooth execution and reduce disorderly selling.

What went wrong last time

In December, the company tried a similar warrant program with another party. The goal was 5.7 billion yen, but it raised only 3.1 billion (about 54%). None of those funds went to BTC. Instead, the company bought two AI infrastructure stakes:

A fund interest linked to 100,800 SpaceX shares at $122 each (unaudited value ~2.8 billion yen as of June 30)

About 1.17 billion yen in Figure AI, held at cost

The lesson: market swings can block bitcoin purchases under staged plans. If the stock falls, fewer warrants get exercised. The BTC line then slips down the calendar.

Managing dilution, price pressure, and trust

The market reacts fast to dilution math. After the latest deal was disclosed, shares fell as low as 87 yen before closing at 99 yen, down 26.7% on the day. That drop shows how sensitive investors are to potential share growth near 100% of the base. Still, these structures can help if used with care:

Strong floors and monthly caps slow dilution.

Buyback rights give the board a brake if conditions worsen.

Share lending, limited to real exercises, aligns hedges with cash inflows.

Clear, simple disclosures and regular progress updates sustain confidence.

A key point: the company says “bitcoin holdings are not a KPI.” It aims to grow intrinsic value per share over time. That message can calm fear of rushed BTC buys. But the plan must still show concrete steps, timelines, and guardrails so investors see how dilution is contained.

Practical playbook for boards and CFOs

Use this checklist to reduce risk and keep investors on side:

Define the funding order. State what gets cash first, and why.

Set a firm floor and a hard monthly issuance cap.

Keep a buyback option to stop the program if the stock weakens.

Limit share lending to hedges tied to actual exercises.

Publish simple, regular updates on how much was raised and where it went.

Plan custody, accounting, and audit for BTC before the first buy.

Stress test dilution at the initial price and at the floor.

Explain how the plan adds intrinsic value per share.

This is the clean, repeatable way many teams approach how Japanese companies buy bitcoin while keeping dilution in check.

Regulatory and governance watch

Japan’s exchange has looked at tighter oversight of listed firms that use public equity tools to build crypto treasuries. That means boards must show clear need, fair pricing, and adequate resources from funding partners. Independent committee opinions, verified asset statements, and transparent terms all help pass that test. Governance also matters when the largest shareholder supports hedging with a share loan. Keep voting rights and dividends with the long-term holder. Limit the loan to exercises, and disclose the terms early. These steps reduce confusion and build trust.

What this means for investors

Investors should monitor four things:

Actual monthly exercises versus the cap

Dilution at both the initial price and at the floor

Timing of cash use against the funding order

Clear triggers for buybacks or program pauses

If the stock holds and exercises arrive, the company can fund core projects and still buy BTC. If the stock weakens, dilution at the floor rises and the BTC line may slip. The plan can still work, but it will take time, discipline, and clear updates. This latest deal shows how Japanese companies buy bitcoin through flexible, market-driven tools. The structure can meter out dilution and match funding to demand. But success depends on steady prices, tight guardrails, and honest reporting. Done right, companies can add BTC without sacrificing long-term per-share value. Done poorly, they invite price pressure and delay. In the end, this is the playbook for how Japanese companies buy bitcoin while trying to limit dilution: move in stages, cap new shares, keep a floor, align hedging with real exercises, and communicate every step. (Source: https://www.theblock.co/post/408838/bitcoin-japan-which-holds-no-bitcoin-taps-evo-fund-in-planned-60-million-raise-to-finally-buy-some) For more news: Click Here

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