Notice Regarding the Offering of the 20th Stock Acquisition Rights Issued by Third-Party Allotment

Overview of the Fundraising

JN Group Inc. has decided to issue stock acquisition rights by third-party allotment to meet the funding needs of its crypto asset and blockchain business centered on Zaif. The total number of rights to be issued is 100,000, and the potential number of shares is estimated at 10,000,000. The total subscription amount is 5,600 thousand yen, and the estimated net proceeds amount to 561,370,000 yen. The allottee is the parent company Seeqedge Japan Holdings. The exercise price is 56 yen, and the exercise period runs from November 27, 2026 to November 26, 2028. The funds will be allocated to Zaif's working capital and repayment of borrowings, with the aim of supporting Zaif's financial soundness and business continuity.

Outlook and Impact

This measure is intended to strengthen the financial base with capital-like funds and is expected to contribute to stabilizing Zaif's cash flow. Exercise is assumed to proceed in stages, with dilution estimated at up to approximately 21%, and the combined voting ratio of the allottee is expected to be around 68.3%. As this is a transaction with a controlling shareholder, procedures such as third-party evaluations and legal opinions have been arranged to ensure fairness. The success of the fundraising will directly affect Zaif's ability to secure working capital and improve financial soundness.