Bitcoin Japan, Still Holding Zero BTC, Plans $60 Million Raise to Finally Make Purchase

Bitcoin Japan, the Tokyo listed company formerly known as apparel wholesaler Marusho Hotta, has approved a financing package with Cayman Islands-based EVO Fund that could raise approximately $59.5 million in net proceeds. Notably, only a small portion, roughly $4.1 million, is earmarked for the company’s very first bitcoin purchase, despite having adopted a bitcoin treasury strategy over a year ago.

Structure Combines Bonds and Stock Warrants

The financing package includes a $9.2 million zero-coupon convertible bond, payable in full at closing, along with a second series of stock acquisition rights that could generate up to $50 million if fully exercised over roughly 12 months. Both instruments use flexible pricing tied to the company’s stock price, a structure previously used to help fund another company’s bitcoin accumulation strategy. If fully exercised, the deal could create new shares equal to more than 100% of the company’s current share count, prompting shares to fall sharply, dropping over 26% to a year-to-date low following the disclosure.

Bitcoin Ranks Low on Funding Priority List

Bitcoin represents only about 7% of the planned proceeds. Ahead of it in priority are allocations toward private equity investments including AI-related deals, a rare-earth mining investment, and a robotics business based in Tokyo. The bitcoin allocation only becomes available if enough warrants are exercised to first fund these other priorities, meaning an actual purchase remains uncertain.

Previous Funding Attempt Also Skipped Bitcoin

This isn’t the first time the company’s bitcoin plans have gone unfunded. An earlier warrant program in December raised only about 54% of its target and directed no proceeds toward bitcoin, instead funding two AI infrastructure investments, including a stake tied to SpaceX and an investment in a robotics startup. The company has stated that bitcoin holdings are not a formal performance target, emphasizing long-term value per share as its primary measure of success instead.

Backing From Major Shareholder

Bakkt Holdings, the company’s largest shareholder, has agreed to lend shares to EVO Fund at no cost through 2027 to support the financing arrangement, while retaining its dividend and voting rights. The company reported an operating loss for its most recent fiscal year, marking the eighth consecutive year of losses, as scrutiny around Japan’s listed crypto treasury companies continues to grow.