This article was published on ChosunBiz MoneyMove (MM) on Sep. 16, 2025, at 5:23 p.m.
SGA, an information technology (IT) firm invested in by Taiwan-based venture capital firm Sora Ventures, which pursues a "strategy" of buying bitcoin to boost corporate value, and domestic activist fund KCGI, was surrounded by several controversies during its acquisition process.
SGA, once so-called "penny stock," carried out a paid-in capital increase at an issuance price in the 500-won range targeted at the prospective acquirer just before news of the takeover became known. After the paid-in capital increase disclosure, the stock price jumped more than fourfold in about a month. Comparing the yearly low and high, it surged more than 1,000%. The paid-in capital increase issuance price was 586 won, and the closing price on the 16th was 3,450 won.
While not illegal, some investors say that given the recent sharp rise in the stock price, the current management should have made efforts to raise the paid-in capital increase price. Critics argue that although they anticipated a high likelihood of a price surge after entering the virtual asset business, they allocated new shares at a bargain price, undermining their duty of loyalty to existing shareholders. There are also allegations of prior leaks of undisclosed information, a large increase in bond issuance limits, and other noise arising in the process of welcoming a new largest shareholder.
According to the investment banking (IB) industry on the 16th, SGA completed the sale on the 10th of 11,473,850 shares (19.49% stake) held by its largest shareholder SGA Holdings and related parties to Asia Strategy Partners. The total is 28.6 billion won. At the same time, KCGI and Pathfinder Next Digital New Technology Investment Partnership No. 1 acquired 3.4% and 1.0% of SGA shares, respectively.
Accordingly, SGA's largest shareholder changed to Asia Strategy, which now holds about 49.03% equity. At an extraordinary shareholders meeting held the same day, the company name was changed to BitPlanet. Jason Fang, CEO of Asia Strategy, will participate in company management as an inside director, and Jeong Tae-young, managing director of KCGI, will join as an outside director.
Asia Strategy is the operator of Sora Ventures, a blockchain-focused VC based in Asia. It mainly uses a strategy of converting acquired corporations into bitcoin-focused investment companies to raise their stock prices. A representative case is MetaPlanet, a Tokyo Stock Exchange-listed company that many domestic investors also bought. MetaPlanet, whose main business was hotels and tourism, sold its assets to buy bitcoin, and its stock rose more than 1,000% over the past year. Industry insiders expect Jason Fang, the CEO appointed as an inside director of SGA, to lead the company with a strategy similar to MetaPlanet's.
In the market, there are criticisms that shareholder value was damaged before and after the M&A. On Jul. 14, SGA announced that it would conduct a third-party allotment paid-in capital increase targeting Asia Strategy, KCGI and others at 586 won per share. At the time SGA's stock had been trading in the 300–400 won range, and the price was a 10% discount to the reference price of 651 won.
Afterward, until SGA Holdings, the former largest shareholder, announced on Aug. 26 that it had signed a contract to sell its holdings to Asia Strategy and KCGI, SGA's stock price nearly quadrupled. The sale price was 2,496 won per share, more than four times the price of the new shares issued in the paid-in capital increase decided one and a half months earlier. In other words, buyers were given an opportunity to participate in the paid-in capital increase at a low price, while sellers could sell the corporation at a high price, creating a "win-win." Shareholders criticized that the largest shareholder may have known information that would boost the stock price in advance and yet caused loss to the company.
A lawyer well-versed in capital markets said, "A low-priced paid-in capital increase means less money comes into the company, so the courts have already taken issue with this; in addition to violating the duty of loyalty to shareholders and the duty of loyalty to the company, it could also constitute a violation of the Capital Markets Act." He added, "Shareholders can file derivative suits against the board of directors or criminal complaints for breach of trust, or report to the FSS." He added, however, "But it is true that proving (that the company knew in advance whether the stock price would rise) is difficult."
Another expert said, "Even if a paid-in capital increase is decided, if the stock price soars too much, there are cases where the company withdraws the paid-in capital increase (because issuing at a low price would be regrettable)," and added, "From the perspective of small SGA shareholders, it is indeed infuriating."
Some suspect that undisclosed information leaked beforehand, given that SGA's stock surged before the paid-in capital increase disclosure. An investor said, "A company that had been a penny stock for years suddenly hit the upper price limit a week before the disclosure, and it had already hit the upper limit on the day of the disclosure after market close," adding, "I suspect related information had already leaked."
SGA is busy preparing to buy bitcoin, including increasing its bond issuance limits. At an extraordinary shareholders meeting on the 10th, the company raised the issuance limits for convertible bonds (CB), bonds with warrants (BW), exchangeable bonds (EB), and participating bonds (PB) to 1 trillion won each. At the same time, it increased the number of shares to be issued from 1 billion shares to 10 billion shares. This is about 170 times the total number of shares outstanding before the paid-in capital increase, which was roughly 58.86 million shares.
An SGA official responded, "Asia Strategy and others purchased new and existing shares; the new shares were bought at legally prescribed prices, and the existing shares were bought expensively reflecting future value, so I think it benefited shareholders. "Regarding the bond increase, he explained, "This question was raised at the shareholders meeting; while there was no need for it in the existing business, the new largest shareholder's planned business will have to raise funds in the market to buy bitcoin, so it is an inevitable process."