Japanese Bitcoin treasury company Metaplanet has announced plans to issue ¥52 billion, approximately $340 million, in zero-interest convertible bonds due in 2031, using the funds to repay Bitcoin-backed loans and finance share repurchases.
Summary
- Metaplanet plans ¥52 billion in zero-interest convertible bonds maturing in October 2031, its filing confirmed.
- The company earmarked ¥23.6 billion for debt repayment and up to ¥28.3 billion for buybacks.
- Metaplanet held 44,000 Bitcoin at September’s end, according to its latest corporate bond issuance filing.
- Existing Bitcoin-backed borrowing reached approximately $650 million, exceeding the company’s preferred leverage ratio in September.
- Merrill Lynch International will lead the overseas offering, excluding the United States, with issuance scheduled October.
Metaplanet disclosed the financing plan in an October 13 filing with the Tokyo Stock Exchange, following a decision by CEO Simon Gerovich under authority granted by its board. The company expects to receive approximately ¥51.9 billion in net proceeds, allocating ¥23.6 billion toward debt repayment and up to ¥28.3 billion for share buybacks. The bonds are scheduled for issuance on October 29, 2026.
Metaplanet convertible bonds will fund debt repayment
Under the agreement, Metaplanet will issue unsecured, zero-coupon convertible bonds with a total principal amount of ¥52 billion. The securities mature on October 29, 2031, and carry no periodic interest payments. Investors will have the option to convert their holdings into ordinary shares under the terms specified in the filing.
The company plans to use ¥23.6 billion of the proceeds in November 2026 to repay part of its existing Bitcoin-backed credit facility. As of September 30, Metaplanet had borrowed approximately $650 million through a facility allowing up to $800 million in financing. The repayment will include funds previously borrowed to support the acquisition of Siiibo Securities.
Metaplanet said the new financing would replace part of its interest-bearing, Bitcoin-collateralized debt with longer-term unsecured obligations. The company expects the transaction to reduce borrowing costs and release some Bitcoin currently pledged as collateral.
Although the bonds carry no interest, the filing acknowledged that the issuance would initially increase the company’s total liabilities. Debt would decline only if investors converted their bonds into shares or the company subsequently repaid outstanding obligations.
The financing follows a revision to Metaplanet’s Bitcoin borrowing policy, which introduced limits intended to reduce reliance on leveraged Bitcoin financing. Under the revised framework, Bitcoin-backed borrowing should generally remain below 10% of the company’s Bitcoin net asset value.
Metaplanet acknowledged that its borrowing ratio had reached approximately 17.7% at the end of September, exceeding the level established under its policy. The company said lower Bitcoin prices could push the ratio higher by reducing the value of its holdings.
Metaplanet plans ¥28.3 billion in share buybacks
Alongside debt repayment, Metaplanet has allocated up to ¥28.3 billion of the planned proceeds toward repurchasing its ordinary shares between October and December 2026. The company described the purchases as part of its capital allocation strategy, which focuses on improving the amount of Bitcoin attributable to each outstanding share.
The filing identified a planned off-market repurchase of up to ¥25.3 billion through the Tokyo Stock Exchange’s ToSTNeT-3 trading system. Metaplanet said the mechanism would allow it to acquire shares while limiting the effect of large purchases on prices in the regular trading session.
Its board separately approved a share repurchase authorization of up to ¥60 billion and concluded the previous buyback program established in October 2025. The new authorization is larger than the amount specifically earmarked from the convertible bond proceeds.
Metaplanet stated that repurchasing shares when its market value is below the value of its underlying Bitcoin holdings could increase the Bitcoin backing of its remaining shares. The company uses a measure known as mNAV to compare its market valuation with the net asset value of its Bitcoin holdings.
According to the October 13 filing, the financing will not directly fund additional Bitcoin purchases. The company said proceeds would be directed toward debt repayment and share repurchases, with any unused buyback allocation potentially redirected toward further purchases of its own shares or reducing borrowing.
The company plans to carry out a ToSTNeT-3 transaction on October 14. If the entire ¥25.3 billion allocation is used, the filing estimates that approximately 97.94 million shares could be repurchased, representing roughly 7.1% of issued ordinary shares.
Zero-interest bonds will mature in October 2031
Metaplanet’s first euroyen-denominated convertible bond offering will be marketed primarily to investors in Europe and Asia, excluding the United States. Merrill Lynch International has been appointed sole bookrunner and lead manager for the transaction.
The bonds have a face value of ¥10 million each, with 5,200 stock acquisition rights attached to the planned issuance. The filing sets the offering price at 102.5% of face value, while investors will pay the company 100% of the principal amount under the issuance structure.
The initial conversion price has not yet been finalized. Metaplanet said it would determine the price based on investor demand and market conditions, subject to a minimum equal to its Tokyo-listed stock’s closing price on the underwriting agreement date.
Bondholders can exercise their conversion rights from November 12, 2026, through October 15, 2031, subject to the early redemption and other conditions set out in the filing. Conversion would exchange the bonds for ordinary shares, potentially changing the company’s outstanding share count.
The securities are scheduled to mature on October 29, 2031, when any remaining principal would become repayable at face value. Metaplanet may redeem the bonds earlier under specified circumstances, including a stock-price condition beginning October 29, 2029.
Under that provision, the company can redeem all outstanding bonds if its share price reaches at least 160% of the applicable conversion price on 20 trading days within a 30-day period. Bondholders have a separate option to request repayment at face value on October 29, 2029.
The overseas offering will not be registered or sold in the United States, according to the company’s securities disclosure.
Metaplanet holds 44,000 BTC as financial strategy expands
As of September 30, Metaplanet reported holdings of 44,000 BTC, making Bitcoin its primary treasury reserve asset. Under its revised capital allocation policy, the company plans to keep approximately 85% to 90% of total assets in Bitcoin, with the remaining 10% to 15% allocated to strategic investments and income-generating businesses.
The company has continued developing its financial operations through Project Nova, an initiative designed to build financial products and services around Bitcoin. In July, Metaplanet completed its acquisition of Siiibo Securities for ¥2.1 billion and renamed the business Metaplanet Securities. The subsidiary subsequently began offering Bitcoin-related bond products through its BitBonds program.
Through the subsidiary, the company plans to develop investment products involving Bitcoin-backed credit, stablecoins and tokenized securities. Metaplanet has been working with JPYC and Progmat to examine the use of Bitcoin as collateral for digital financial products, although the proposed services remain subject to development and regulatory requirements.
In the United States, Metaplanet has proposed acquiring control of Nasdaq-listed Super League Enterprise through an investment involving 2,100 BTC and $2.5 million. The company expects to own approximately 95.7% of the business after completion and plans to rename it Superplanet.
According to the October 13 filing, the U.S. transaction remained subject to shareholder approval, applicable SEC and Nasdaq procedures, and other closing conditions. Metaplanet expects to complete the acquisition during the fourth quarter of 2026, after which Superplanet would serve as the group’s U.S. Bitcoin treasury business.
