Metaplanet plans to raise ¥52 billion through five-year, zero-coupon convertible bonds, using some of the proceeds to repay Bitcoin-backed borrowing and up to ¥28.3 billion to buy back shares. The refinancing could reduce its reliance on Bitcoin collateral, but it would initially add liabilities, and several key terms are still unsettled.
- Expected net proceeds: approximately ¥51.9 billion.
- Planned uses: ¥23.6 billion for debt repayment and up to ¥28.3 billion for share repurchases.
- Bitcoin-backed borrowing was 17.7% of Bitcoin net asset value at September 30, above the company’s general guideline of below 10%.
- The proceeds are not intended to fund direct Bitcoin purchases.
What Metaplanet has proposed
In a filing with the Tokyo Stock Exchange on October 13, 2026, Metaplanet said it plans to issue ¥52 billion in unsecured, zero-coupon convertible bonds. The bonds are scheduled for issuance on October 29, 2026, and mature on October 29, 2031. The company expects net proceeds of approximately ¥51.9 billion.
Metaplanet plans to use ¥23.6 billion to repay part of its Bitcoin-backed credit facility in November 2026. It would spend up to ¥28.3 billion on share repurchases between October and December 2026. The filing says the proceeds will not directly fund additional Bitcoin purchases.
CEO Simon Gerovich made the financing decision under authority granted by the board. The proposed bond issuance and related transactions have not yet been completed. Separately, the board authorized share repurchases of up to ¥60 billion. That figure is a ceiling, not a commitment to spend the full amount. Metaplanet also ended the previous buyback program, established in October 2025.
Bitcoin-backed borrowing is above the company’s guideline
Metaplanet reported holding 44, 000 BTC as of September 30, 2026, and borrowing approximately $650 million through a facility that allows up to $800 million in financing. The company has said some of that borrowing supported its ¥2.1 billion acquisition of Siiibo Securities in July. It later renamed the subsidiary Metaplanet Securities.
According to the October 13 filing, Metaplanet’s Bitcoin-backed borrowing ratio was approximately 17.7% at the end of September. Its revised policy says this borrowing should generally stay below 10% of Bitcoin net asset value, the value measure the company uses for its Bitcoin holdings. The filing does not give further calculation details or specify the Bitcoin price used to calculate the ratio. The 10% figure is a general guideline, not an absolute limit.
Bitcoin-backed borrowing uses BTC as collateral. If Bitcoin’s value falls far enough, a lender may require more collateral or repayment, depending on the facility’s terms. Metaplanet has warned that a lower Bitcoin price could push its borrowing ratio higher by reducing the value of its holdings.
Repaying part of the facility could cut borrowing costs and release some pledged Bitcoin, the company says. It has not disclosed how much collateral might be released or what its borrowing ratio would be after repayment.
The proposed bonds would be unsecured, unlike the borrowing they would partly replace. They would not be backed by pledged Bitcoin. But this changes the type of debt, not the amount immediately. Metaplanet says its total liabilities would initially rise. Debt would decline only if the bonds were converted into shares or repaid.
Zero coupon does not mean cost-free
A zero-coupon bond makes no periodic interest payments. A convertible bond gives holders the option to exchange the debt for shares under specified terms. Conversion could reduce the amount Metaplanet must repay, but it could also increase the share count and dilute existing shareholders.
Metaplanet has not set the initial conversion price. The filing says it will depend on investor demand and market conditions, subject to a minimum tied to the Tokyo-listed share’s closing price on the date of the underwriting agreement. Bondholders may exercise their conversion rights from November 12, 2026, through October 15, 2031, subject to the filing’s conditions.
The filing also outlines a possible early redemption by Metaplanet. Starting October 29, 2029, the company may 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 may also request repayment at face value on October 29, 2029.
Each bond has a face value of ¥10 million. The filing gives an offering price of 102.5% of face value, while also saying investors will pay the company 100% of principal. It does not explain how those amounts relate or who receives the difference. The disclosed terms are not enough to calculate the offering’s full financing cost. No periodic interest payments does not mean the financing is free.
The filing also refers to 5, 200 stock acquisition rights attached to the planned issuance but does not explain how they work. Their potential effect on the share count cannot be assessed from the disclosed details alone.
Buybacks and an unresolved funding date
Metaplanet plans to allocate up to ¥28.3 billion to repurchases. That includes an off-market purchase of up to ¥25.3 billion through the Tokyo Stock Exchange’s ToSTNeT-3 system, an exchange mechanism for off-auction share transactions. If the full ¥25.3 billion is used, the filing estimates that approximately 97.94 million shares could be repurchased, or about 7.1% of issued ordinary shares. That estimate is not a guarantee. The final number will depend on execution, and the filing does not specify the price assumptions behind it.
The filing describes a planned ToSTNeT-3 transaction on October 14. The bonds are scheduled for issuance on October 29, and the buyback allocation is described as coming from bond proceeds. The filing does not identify the funding source for the earlier transaction or explain how its timing relates to the bond proceeds.
Metaplanet says buybacks can increase the amount of Bitcoin attributable to each remaining share, particularly if the company’s market value is below the value of its underlying Bitcoin holdings. That is not automatic. The result depends on the price paid for shares, the company’s valuation and whether the capital might be better used for debt or other needs.
How the financing fits Metaplanet’s strategy
Metaplanet’s stated asset-allocation policy is to hold approximately 85% to 90% of total assets in Bitcoin, with 10% to 15% allocated to strategic investments and income-generating businesses. The bond proceeds are earmarked for debt repayment and buybacks, not direct BTC purchases.
The company is also expanding into Bitcoin-related financial services. Metaplanet Securities offers products under its BitBonds program, while Project Nova aims to develop services including Bitcoin-backed credit, stablecoins and tokenized securities. These initiatives remain subject to development and regulatory requirements, and are separate from the immediate financing plan.
Merrill Lynch International is the sole bookrunner and lead manager for the proposed bond offering, which is aimed primarily at investors in Europe and Asia. The offering will not be registered or sold in the United States.
Key questions about Metaplanet’s bond plan
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How much does Metaplanet plan to raise?
It plans to issue ¥52 billion in bonds and expects approximately ¥51.9 billion in net proceeds.
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Where will the proceeds go?
Metaplanet plans to use ¥23.6 billion to repay part of its Bitcoin-backed borrowing and up to ¥28.3 billion for share repurchases.
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Will the bonds fund more Bitcoin purchases?
No. The company says the proceeds are for debt repayment and buybacks, not direct Bitcoin purchases.
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Is the borrowing ratio above Metaplanet’s guideline?
Yes. It was approximately 17.7% of Bitcoin net asset value at September 30, above the company’s general guideline of below 10%.
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Does the bond issue immediately reduce debt?
No. Metaplanet says liabilities would initially rise. Debt would decline if the bonds were converted into shares or repaid.
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What remains unclear?
The initial conversion price, the financing cost, the amount of Bitcoin collateral that might be released and the final scale of the buybacks are not yet known. The filing also does not explain the funding source for the planned October 14 repurchase or how the stated 102.5% offering price relates to the 100% of principal paid to the company.
The plan could reduce Metaplanet’s exposure to Bitcoin-collateralized borrowing, but it will not erase debt or guarantee a gain for shareholders. The final conversion terms, the timing and scale of the buybacks, and the company’s borrowing position after repayment will determine whether the refinancing improves its financial footing.
