Japan's SBI Holdings agrees to acquire crypto exchange Bitbank for JPY 46.7 billion

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 Bitbank a wholly owned subsidiary of SBI. The deal, disclosed on Thursday, will be executed through SBI's wholly owned subsidiary SBICAH GK.

The transaction combines a cash purchase of shares from Bitbank chief executive Noriyuki Hirosue and other individual shareholders with a subscription for new 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. and retire them.

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. SBICAH is due to buy 53,704 Bitbank shares from Hirosue and other individual shareholders in August 2026 and to subscribe for 48,952 new shares in October 2026, after which Bitbank will repurchase the MIXI and CERES holdings.

Hirosue held 30.86% of Bitbank before the transaction. Bitbank told users that existing services would continue unchanged while the acquisition proceeds.

The buy-back gives MIXI and CERES INC. an exit, removes Bitbank's two largest corporate shareholders (MIXI, with a 26.2% stake, and CERES) from the register and leaves SBI holding 100% of Bitbank's voting rights indirectly through SBICAH, with the buy-back funded by SBI's subscription for new shares.

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.

SBI already operates the crypto exchange SBI VC Trade. SBI plans to integrate Bitbank with SBI VC Trade and to expand into stablecoins and on-chain finance services.

SBI said the combined group, with SBI VC Trade, would hold about JPY 1.1 trillion in customer assets under custody and about 2.92 million crypto accounts, making it Japan's largest exchange operator by assets under custody. SBI described the expected impact on its consolidated results for the year ending March 2027 as minor.