Metaplanet plans to raise ¥52 billion, approximately $340 million, through zero-interest convertible bonds as it moves to repay part of its Bitcoin-backed debt and repurchase its own shares.
The Japanese Bitcoin treasury company announced the proposal in an October 13 filing with the Tokyo Stock Exchange. The bonds are scheduled for issuance on October 29, 2026, and will mature five years later.
Metaplanet expects net proceeds of around ¥51.9 billion. Of that amount, ¥23.6 billion will go toward loan repayments, while up to ¥28.3 billion will support share buybacks. The financing will not directly fund additional Bitcoin purchases.
Metaplanet Moves to Reduce Bitcoin-Backed Borrowing
The planned bond sale comes as Metaplanet works to bring its borrowing closer to the limits set under its revised financial policy.
At the end of September, the company had approximately $650 million outstanding under a Bitcoin-backed credit facility with an $800 million limit. Its borrowing represented around 17.7% of the net asset value of its Bitcoin holdings, above the policy’s general target of less than 10%.
That ratio can rise when Bitcoin prices fall, even without additional borrowing, because the value of the assets backing the loans declines.
Metaplanet intends to repay ¥23.6 billion of the facility in November. This includes borrowing previously used to support its acquisition of Siiibo Securities.
By replacing some interest-bearing, Bitcoin-backed loans with longer-term unsecured bonds, the company expects to lower borrowing costs and free up some Bitcoin currently pledged as collateral.
However, the transaction will initially increase total liabilities. The bonds remain debt unless investors convert them into shares or Metaplanet repays them.
Share Buybacks Receive Up to ¥28.3 Billion
Metaplanet plans to use up to ¥28.3 billion of the proceeds to buy back ordinary shares between October and December 2026.
The company argues that repurchasing shares when they trade below the value of its underlying Bitcoin holdings can increase the amount of Bitcoin attributable to each remaining share.
A significant portion of the allocation—up to ¥25.3 billion—is intended for an off-market purchase through the Tokyo Stock Exchange’s ToSTNeT-3 system. This allows the company to execute a large repurchase outside the regular trading session.
The transaction is planned for October 14. If the full allocation is used, Metaplanet estimates it could repurchase approximately 97.94 million shares, equivalent to roughly 7.1% of its issued ordinary shares.
Separately, the board approved a broader buyback authorization of up to ¥60 billion and ended the previous program established in October 2025. The new authorization exceeds the amount being funded through this bond sale.
Convertible Bonds Come With No Regular Interest Payments
The unsecured bonds will carry no periodic interest payments and mature on October 29, 2031. Investors will have the right to convert them into Metaplanet ordinary shares under the offering’s terms.
The initial conversion price has yet to be finalized. It will depend on investor demand and market conditions, with a minimum tied to the company’s closing share price on the underwriting agreement date.
Conversion rights are scheduled to run from November 12, 2026, through October 15, 2031, subject to the conditions outlined in the filing. Any conversion could increase the number of outstanding shares.
Bondholders will also have an option to request repayment at face value on October 29, 2029. Metaplanet may redeem the bonds early under specified conditions, including a share-price threshold that applies from the same date.
Merrill Lynch International will serve as sole bookrunner and lead manager. The offering will primarily target investors in Europe and Asia and will exclude the United States.
Bitcoin Remains Central to Metaplanet’s Strategy
Metaplanet reported holding 44,000 BTC as of September 30. Under its revised allocation policy, it aims to keep approximately 85% to 90% of total assets in Bitcoin, with the remainder directed toward strategic investments and income-generating businesses.
The company is also expanding its financial services through Project Nova. In July, it acquired Siiibo Securities for ¥2.1 billion and renamed the subsidiary Metaplanet Securities. The business subsequently introduced Bitcoin-related products through its BitBonds program.
Further plans include products involving Bitcoin-backed credit, stablecoins and tokenized securities. These initiatives 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. It expects to own approximately 95.7% of the business after completion and intends to rename it Superplanet.
The proposed acquisition still requires shareholder approval and the completion of applicable SEC, Nasdaq and other closing procedures. Metaplanet expects the deal to close in the fourth quarter of 2026.
For the current financing, the immediate priorities are loan repayment and share repurchases, while Bitcoin remains the foundation of the company’s broader treasury strategy.
