Metaplanet sells ¥52bn convertibles to cut BTC-backed debt and buy back stock

Serguey Asael Shinder14 October 2026, 09:422 min read

Tokyo-listed Metaplanet announced on 13 October 2026 that it will issue ¥52 billion of zero-coupon euro-yen convertible bonds due 2031, its first instrument of this type. The disclosure on TDnet, published in an abridged English translation, sets out why: the company's borrowing against its bitcoin is above its own limit.

The problem the company describes. Metaplanet calls itself a "Bitcoin treasury company" and reports holdings of 44,000 BTC at the end of September. Its capital allocation policy treats borrowing under its bitcoin-collateralised credit facility as temporary and sets a guideline of keeping it below 10% of the net asset value of its bitcoin (BTC NAV). On 30 September the ratio was about 17.7%, with roughly $649.5 million drawn on a facility of up to $800 million. The company notes that the ratio rises further if the bitcoin price falls, and says it wants to avoid "unintended sales" of its holdings in a further decline.

Where the money goes. Net proceeds of about ¥51.9 billion are earmarked as follows:

• about ¥23.6 billion to repay part of the credit facility, expected in November 2026;
• up to about ¥28.3 billion for share repurchases between October and December 2026, largely via the ToSTNeT-3 off-auction system, with any unused part going to market purchases or debt repayment.

Separately, the board ended the buyback programme approved in October 2025 and set up a new one with a ceiling of ¥60 billion.

The structure. The bonds pay no coupon, are issued and redeemable at 100%, and close on 29 October. Metaplanet says the conversion price will be set at a premium to the closing price and at a level where its mNAV — enterprise value over the net asset value of its bitcoin — would exceed 1.0x, in line with a policy of not issuing shares below that multiple. The company adds the caveat itself: whether mNAV is actually above 1.0x when conversion happens depends on the bitcoin price at that time. Chief executive Simon Gerovich has agreed to a 45-day lock-up and intends to lend up to 55 million of his shares through a wholly owned holding company in connection with the deal.

What the filing does not claim. Metaplanet states plainly that total liabilities rise immediately after issuance, that the financing does not reduce its debt ratio at once, and that, because no proceeds go into new bitcoin purchases, it is not intended to raise BTC per share in the near term. The stated aim is a different debt structure: unsecured, interest-free long-term money in place of interest-bearing, bitcoin-backed loans.

Source: Metaplanet Inc., "Notice Regarding Issuance of Zero Coupon Euro-Yen Denominated Convertible Bonds with Stock Acquisition Rights due 2031" (English translation, 13 October 2026) — https://contents.xj-storage.jp/xcontents/33500/8841083a/4cc3/48ab/9277/945e6a6dae59/140120261013550010.pdf