Japanese Bitcoin treasury company Metaplanet has announced plans to issue zero-coupon convertible bonds with a total amount of 52 billion yen (about $340 million), maturing in 2031. The funds raised will be used to repay Bitcoin mortgage loans and repurchase shares.

• Metaplanet plans to issue 52 billion yen of zero-coupon convertible bonds that will mature in October 2031, and the relevant documents have been confirmed.
• The company has reserved 23.6 billion yen for debt repayment, and up to 28.3 billion yen for share repurchases.
• According to its latest corporate bond issuance document, Metaplanet held 44,000 bitcoins at the end of September.
• As of September, there is approximately $650 million in Bitcoin-backed loans, which exceeds the company's preferred leverage ratio.
• Merrill Lynch International will lead this overseas issuance, which does not include the United States. The issuance is scheduled for October.

In a document submitted to the Tokyo Stock Exchange on October 13, Metaplanet disclosed this financing plan, which was previously decided by the CEO Simon Gerovich within the authority granted by the board of directors. The company expects to raise approximately 51.9 billion yen in net funds, of which 23.6 billion yen will be used to repay debts, and up to 28.3 billion yen will be used for share repurchases. This bond plan is scheduled to be issued on October 29, 2026.

Convertible bonds will be used to repay debts.

According to the agreement, Metaplanet will issue unsecured, zero-coupon convertible bonds with a total principal of 52 billion yen. These securities will mature on October 29, 2031, with no regular interest payments during that period. Investors will have the option to convert their held bonds into common shares in accordance with the terms specified in the documents.

The company plans to use 23.6 billion yen of this amount in November 2026 to repay part of the existing Bitcoin-backed credit line. As of September 30th, Metaplanet had borrowed approximately 650 million US dollars through a credit arrangement that provides up to 800 million US dollars in financing. This repayment will include the funds previously borrowed for the acquisition of Siiibo Securities.

Metaplanet indicates that this new financing will replace some interest-bearing debts secured by Bitcoin with longer-term unsecured liabilities. The company expects that this move will reduce borrowing costs and free up some of the Bitcoin currently held as collateral.

Although the bonds do not accrue interest, the document also acknowledges that this issuance will initially increase the company's total liabilities. The debt will only decrease once investors convert the bonds into shares or the company subsequently repays the outstanding obligations.

This financing arrangement was introduced after Metaplanet revised its Bitcoin lending policy. The new policy includes restrictions aimed at reducing reliance on leveraged Bitcoin financing. Under the revised framework, Bitcoin collateral loans should generally be less than 10% of the company's net Bitcoin asset value.

Metaplanet admitted that as of the end of September, its borrowing ratio had reached approximately 17.7%, which is higher than the level set by the company's policy. The company stated that if the price of Bitcoin falls and the value of its holdings decreases, this ratio may rise further.

Plans to spend 28.3 billion yen on share repurchase

In addition to debt repayment, Metaplanet also plans to use up to 28.3 billion yen of the funds raised to repurchase common shares between October and December 2026. The company stated that this arrangement is part of its capital allocation strategy, with a focus on increasing the number of bitcoins per share.

The document shows that the company plans to conduct over-the-counter repurchases of up to 25.3 billion yen through Tokyo Stock Exchange's ToSTNeT-3 trading system. Metaplanet indicates that this mechanism allows them to complete share acquisitions while limiting the impact of large buy orders on prices during regular trading hours.

The company's board of directors separately approved a share repurchase authorization of up to 60 billion yen and terminated the repurchase plan established in October 2025. The new authorization amount exceeds the funds specifically allocated from the proceeds of convertible bonds.

Metaplanet indicates that when its market value is lower than the value of the underlying Bitcoin assets held, shares are repurchased, which may increase the Bitcoin support corresponding to the remaining shares. The company uses the mNAV indicator to compare its market value with the net asset value of its Bitcoin holdings.

According to the document dated October 13th, this financing will not be directly used for purchasing additional bitcoins. The company stated that the funds raised will be used for debt repayment and share repurchase, and any unused portion of the repurchase quota may also be allocated for further share repurchases or to reduce borrowing.

The company plans to execute a ToSTNeT-3 transaction on October 14th. If the entire quota of 25.3 billion yen is utilized, it is estimated that approximately 97.94 million shares can be repurchased, which accounts for about 7.1% of the issued common shares.

Zero-coupon bonds will mature in October 2031.

Metaplanet The issuance of convertible bonds denominated in euros and yen for the first time will be mainly targeted at investors in Europe and Asia, excluding the United States. Merrill Lynch International has been appointed as the exclusive bookrunner and lead manager for this transaction.

Each bond has a face value of 10 million yen, and the proposed issuance of bonds comes with 5,200 stock subscription rights attached. The document sets the issue price at 102.5% of the face value, while investors will pay the company 100% of the principal. The specific structure will be subject to the issuance arrangements.

The initial conversion price has not yet been finalized. Metaplanet indicates that the price will be determined based on investor demand and market conditions, but it must not be lower than the closing price of the Tokyo-listed shares on the date of the underwriting agreement.

Bondholders may exercise their conversion rights from November 12, 2026, to October 15, 2031, but must comply with the early redemption and other conditions stipulated in the documents. Upon conversion, the bonds will be exchanged for ordinary shares, which may result in a change to the number of issued shares of the company.

The securities plan is due on October 29, 2031, and at that time, any remaining principal will be repaid at face value. Metaplanet allows for early redemption of the bonds under certain circumstances, including stock price conditions that have been in effect since October 29, 2029.

According to this clause, if the company's stock price reaches at least 160% of the applicable conversion price during 20 trading days within 30 days, the company may redeem all outstanding bonds. Bondholders, on the other hand, may request repayment at face value on October 29, 2029.

The company's securities disclosure document states that this overseas issuance will not be registered or sold in the United States.

Holding 44,000 BTC, the financial strategy continues to expand.

As of September 30th, Metaplanet reported holding 44,000 BTC, making Bitcoin its primary reserve asset in its treasury. According to the revised capital allocation policy, the company plans to allocate approximately 85% to 90% of its total assets to Bitcoin, with the remaining 10% to 15% being used for strategic investments and revenue-generating businesses.

The company continues to advance the development of its financial business through Project Nova. This project aims to create financial products and services centered around Bitcoin. In July, Metaplanet completed the acquisition of Siiibo Securities for 2.1 billion yen and renamed it Metaplanet Securities. Subsequently, this subsidiary began to offer Bitcoin-related bond products through the BitBonds plan.

Through this subsidiary, the company plans to develop investment products involving Bitcoin-backed credit, stablecoins, and tokenized securities. Metaplanet has been collaborating with JPYC and Progmat to study the feasibility of using Bitcoin as collateral for digital financial products, but the related services are still in development and need to meet regulatory requirements.

In the United States, Metaplanet has proposed to acquire control of NASDAQ-listed company Super League Enterprise through an investment involving 2,100 BTC and $2.5 million. The company expects to hold approximately 95.7% of the business after the transaction is completed and plans to rename it Superplanet.

According to the document dated October 13th, this US transaction still requires shareholder approval, compliance with the applicable SEC and NASDAQ procedures, as well as other delivery conditions. The acquisition is expected to be completed in the fourth quarter of 2026, by which time Superplanet will become the group's Bitcoin treasury business in the United States.