Universal Digital closes investment in ReYuu Japan

Executive Summary

• Universal Digital Inc. has closed a strategic investment transaction with Seacastle Singapore Pte. Ltd. to acquire an equity and warrant position in ReYuu Japan Inc., a company listed on the Tokyo Stock Exchange.
• The transaction involves the acquisition of approximately 3.48% of ReYuu’s share capital and warrants, marking Universal Digital's official entry into Asia's digital-asset and technology ecosystem.
• The agreement includes an option for Universal Digital to acquire additional warrants and establishes a framework for potential future capital contributions by Universal Digital to ReYuu for digital asset purchases.

Key Details

• Transaction Structure: Acquisition of strategic equity and warrant position in ReYuu Japan Inc. (TSE: 9425) via Seacastle Singapore Pte. Ltd.
• Equity Acquisition:
  • Acquired 200,000 ordinary shares.
  • Represents approximately 3.48% of ReYuu's issued and outstanding share capital.
  • Total cash consideration: Approximately $1.03 million (U.S.), which includes an advisory fee of $96,000 (U.S.).
• Warrant Acquisition:
  • Acquired 8,000 warrants for $45,434 (U.S.).
  • Each warrant entitles Universal Digital to purchase 100 ordinary shares of ReYuu.
  • Total potential shares exercisable via initial warrants: 800,000 shares.
  • Exercise price: 579 Japanese yen per ordinary share.
  • Expiration date: July 23, 2028.
• Additional Option:
  • Universal Digital has an option to acquire up to 10,000 additional warrants from Seacastle until July 23, 2028.
  • Purchase price per additional warrant: The lower of 1,000 Japanese yen or a value determined under a Black-Scholes formula agreed upon at the time of exercise.
  • Each additional warrant entitles the company to purchase 100 ordinary shares.
  • Total potential shares exercisable via additional warrants: Up to 1,000,000 shares.
  • Exercise price for additional warrants: 579 Japanese yen per ordinary share.
  • Expiration date: July 23, 2028.
• Future Capital Contribution Rights:
  • ReYuu holds a non-binding right to request capital contributions from Universal Digital of up to $100 million (U.S.).
  • Purpose: Potential digital asset purchases.
  • Discretion: At Universal Digital's sole discretion.
• Strategic Rationale: CEO Chris Yeung stated the investment marks Universal Digital's entry into Asia's digital-asset and technology ecosystem, leveraging ReYuu as a scalable platform for treasury and financing models.

Notable Quotes

• "The completion of our investment in ReYuu Japan marks Universal Digital's official entry into Asia's digital-asset and technology ecosystem," said Chris Yeung, chief executive officer of Universal Digital. "ReYuu's position as a listed technology company in Japan provides us with a scalable platform for developing treasury and financing models that can be replicated across the region."