What happened
Material Event Report / Matter Subject to Mandatory Exchange Disclosure To: Financial Services Commission / Korea Exchange August 4, 2026
Company name: Satoshi Holdings Co., Ltd. Representative Directors: Hong Sang-hyuk, Yoo Byung-gil (Co-CEOs) Head office address: 5 Seolleung-ro 135-gil, Gangnam-gu, Seoul (Nonhyeon-dong) Phone: 02-3012-0033 Website: http://satoshi.holdings Preparer: (Title) Representative Director (Name) Hong Sang-hyuk (Phone) 070-4211-0750
Decision to Sell Own Convertible Bonds
1. Type of bonds: Series 13, unregistered, interest-coupon, unsecured, privately placed convertible bonds
2. Bond issuance date: June 30, 2026
3. Bond issuance method: Private placement
4. Bond maturity date: June 30, 2029
5. Total face value (electronically registered) of the bonds (KRW): 10,000,000,000
6. Details of early acquisition of the bonds subject to sale - Face value (electronically registered) of the bonds subject to sale (KRW): 2,000,000,000 - Acquisition amount (KRW): 2,036,489,892 - Reason for acquisition: Early acquisition of the bonds through agreement with the bondholder
7. Date of sale decision: August 4, 2026
8. Sale amount - Amount (KRW): 2,000,000,000 - Basis for calculation: Determined by agreement with the buyer
9. Expected date of receipt of sale proceeds: August 5, 2026
10. Purpose of sale: Working capital
11. Conversion details - Conversion ratio (%): 100 - Conversion price as of the reporting date (KRW/share): 5,247 - Type of shares to be issued upon conversion: Satoshi Holdings Co., Ltd. registered common shares - Number of shares: 381,170 - Percentage of total shares issued (%): 6.82 - Conversion request period: Start date June 30, 2027; End date May 31, 2029
12. Whether subject to Fair Trade Commission reporting: Not applicable
13. Other material matters relevant to investment decisions - This resale decision concerns the full resale of KRW 2 billion in face value of the "Series 13, unregistered, interest-coupon, unsecured, privately placed convertible bonds" that the Company acquired early on 2026.8.4. - The above "7. Date of sale decision" is the date of the board resolution. - The above "9. Expected date of receipt of sale proceeds" is the date the sale and purchase agreement was executed. - In the above "11. Conversion details," the "percentage of shares to be issued upon conversion" is calculated by including the shares to be issued upon the above conversion in the total number of voting shares issued as of the date of the sale decision.
【Matters Concerning the Buyer】 Buyer name: KJL2 Co., Ltd. Relationship with the Company or largest shareholder: - Selection process: Selected considering the investor's intent, ability to pay, timing, etc., in order to achieve the Company's management objectives and promptly raise necessary funds Transaction history and plans within 6 months before and after the sale decision: - Face value of bonds purchased (KRW): 2,000,000,000 Note: -
【Where the Buyer Includes a Corporation or Organization】 (1) Basic information on the corporation or organization Name: KJL2 Co., Ltd.; Number of investors: - Representative director (representative partner): Lee Sang-jun; Managing member (managing partner): - Largest shareholder (largest investor): Jeong Ji-man, 30%
(2) Key financial matters of the corporation or organization for the most recent fiscal year (Unit: KRW million) Fiscal year: 2025; Closing month: -; Total assets: -; Revenue: -; Total liabilities: -; Net income: -; Total equity: -; External auditor: -; Paid-in capital: -; Audit opinion: - ※ As this corporation was established in 2025, key financial matters for the most recent fiscal year are not stated.
| Filed | 2026-08-04, Material event report (decision to sell own convertible bonds) |
|---|---|
| Source | DART rcept 20260804000512 → open original filing |
Source: DART. Information only, not investment advice.

