Universal Digital Inc. Strikes Deal to Acquire Strategic Stake in Tokyo Stock Exchange-Listed ReYuu Japan Inc

Executive Summary

• Universal Digital Inc. has signed a definitive agreement to acquire a strategic equity and warrant position in ReYuu Japan Inc., a Tokyo Stock Exchange-listed company, marking a significant step into the Asia Pacific cryptocurrency market.
• The transaction involves acquiring approximately 3.48% of ReYuu’s share capital and warrants, with an option to acquire additional warrants, building on a previous non-binding MOU to explore Bitcoin-based corporate finance strategies in Japan.
• Following closing, ReYuu holds a non-binding right to request capital contributions from Universal Digital of up to USD 100 million for potential Bitcoin purchases, subject to Universal Digital's discretion.

Key Details

• Transaction Structure: Universal Digital acquires a strategic equity and warrant position in ReYuu Japan Inc. (TSE: 9425) from Seacastle Singapore Pte Ltd.
• Equity Acquisition:
  • Quantity: 200,000 ordinary shares.
  • Ownership Stake: Approximately 3.48% of ReYuu's issued and outstanding share capital.
  • Total Cash Consideration: Approximately USD 1,030,000 (inclusive of an advisory fee of USD 96,000).
• Warrant Acquisition:
  • Quantity: 8,000 warrants.
  • Purchase Price: USD 45,434.
  • Exercise Terms: Each warrant entitles Universal Digital to purchase 100 ordinary shares of ReYuu.
  • Total Potential Shares: Up to 800,000 shares.
  • Exercise Price: JPY 579 per ordinary share.
  • Expiration Date: July 23, 2028.
• Additional Warrant Option:
  • Universal Digital has an option to acquire up to 10,000 additional warrants from Seacastle until July 23, 2028.
  • Purchase Price: The lower of JPY 1,000 or a value determined under a Black-Scholes formula agreed upon at the time of exercise.
  • Exercise Terms: Each additional warrant entitles the Company to purchase 100 ordinary shares.
  • Total Potential Shares from Option: Up to 1,000,000 shares.
  • Exercise Price: JPY 579 per ordinary share.
  • Expiration Date: July 23, 2028.
• Strategic Context: The transaction follows a non-binding memorandum of understanding signed in June 2025 with GFA Co., Ltd. to explore Bitcoin-based corporate finance strategies in Japan.
• Future Capital Commitment: ReYuu has a non-binding right to request capital contributions from Universal Digital of up to USD 100 million for potential Bitcoin purchases, at Universal Digital's sole discretion.
• Closing Conditions: Subject to customary conditions, including regulatory approvals such as pre-transaction notification through the Bank of Japan under FEFTA or confirmation of an exemption.

Notable Quotes

• "Signing the definitive agreement to acquire a position in ReYuu Japan Inc. marks a significant step in establishing our presence in Asia Pacific," said Chris Yeung, CEO of Universal Digital. "We believe ReYuu offers a strong platform for introducing scalable, institutional Bitcoin exposure in Japan with the goal of creating long-term value for our shareholders through both equity participation and treasury management opportunities."