Japan's SBI Holdings has agreed to acquire Tokyo-based cryptocurrency exchange Bitbank for a total consideration of JPY 46.7 billion, or approximately USD 289 million, in a transaction that will make the digital-asset platform part of one of the country's largest financial services groups. The deal, disclosed on Thursday, will be executed through SBI's wholly owned subsidiary SBICAH GK.

The transaction combines a cash acquisition of 53,704 common shares from Bitbank chief executive Noriyuki Hirosue and other shareholders with a new-share subscription for 48,952 shares via a third-party allotment. Bitbank intends to use the proceeds from the capital increase to buy back shares held by existing investors MIXI and CERES INC., simplifying the exchange's shareholder register.

STRUCTURE COMBINES BUYOUT AND CAPITAL INJECTION

The hybrid deal structure gives SBI both existing shares and freshly issued equity, while providing Bitbank with fresh capital that will fund the exit of two established shareholders. The mechanism allows the exchange to reshape its capital table in a single co-ordinated transaction rather than negotiating separate secondary purchases with each departing shareholder, streamlining execution and reducing transaction friction for all parties involved.

For Bitbank founder and chief executive Noriyuki Hirosue, the transaction crystallises a substantial cash outcome as part of the sale of a majority of the shares he holds. SBI has not disclosed post-closing management arrangements in the initial announcement, although Japanese crypto acquisitions typically preserve operational continuity to protect regulatory licences and ensure the smooth continuation of customer-facing services.

The buy-back mechanism funded by the third-party allotment is a distinctive element of the deal. It gives MIXI and CERES INC. a clear exit path, removes existing minority shareholders from the register and leaves SBI as the anchor shareholder without requiring cash consideration for the buy-back portion of the transaction. Combining a change of control at the shareholder level with a capital raise at the operating company also gives Bitbank additional balance-sheet capacity to invest in the platform, over and above the cash proceeds accruing to selling shareholders.

REGULATORY CLEARANCE AND TIMING

The transaction is subject to clearance by the Japan Fair Trade Commission and other customary conditions. Closing is planned around October 2026, according to SBI. Japanese crypto exchanges are also regulated by the Financial Services Agency, which requires notification and, in certain circumstances, approval for changes of control at licensed operators, adding a layer of oversight to any transaction involving a licensed platform.

SBI Holdings has been one of the most active Japanese financial groups in digital assets, operating its own crypto exchange, custody services and blockchain investment activities. Adding Bitbank, one of the country's better-known independent exchanges, would broaden SBI's retail crypto footprint at a time when Japanese authorities have signalled greater openness to institutional participation in the asset class.

The JPY 46.7 billion price tag is one of the largest disclosed values for a Japanese crypto exchange transaction to date, reflecting both the maturity of Bitbank's platform and the strategic value SBI sees in consolidating market share in the country's regulated digital-asset market. Neither company has published pro-forma financial disclosures for the combined operation at this stage, and further detail is expected as the transaction progresses through its regulatory review and towards its planned closing around October 2026, subject to the customary conditions set out in the announcement.