Metaplanet has decided to sell ¥52bn of zero-coupon convertible bonds to overseas investors, and it says plainly that its total debt will rise as a result. The pitch is about the shape of the debt: unsecured, interest-free paper replaces part of a loan secured on bitcoin.
Where the money goes
The extraordinary report puts net proceeds at about ¥51.9bn, after estimated issuance costs of ¥117mn. Of that, ¥23.6bn is earmarked for repaying the bitcoin-collateralised credit facility in November 2026, and up to ¥28.3bn for share buybacks between October and December 2026.
| Use | Amount | Timing |
|---|---|---|
| Repay bitcoin-backed credit facility | ¥23.6bn | November 2026 |
| Share buybacks | Up to ¥28.3bn | October to December 2026 |
| Total | ¥51.9bn | Not applicable |
The facility allows borrowing of up to $800mn, and about $650mn was drawn at 30 September 2026. The repayment includes money borrowed to buy Metaplanet Securities. The company's own guideline is to keep these borrowings below one-tenth of the market value of its bitcoin holdings. At 30 September the ratio was about 17.7%, above that guideline, and it rises if bitcoin falls. The release describes this as an internal target, not a lender covenant.
The bond
The bonds are due on 29 October 2031 and are expected to be issued on 29 October 2026. They carry no coupon and no security or guarantee, and the company does not plan to obtain a credit rating. They come in 5,200 units of ¥10mn each. They are offered at 102.5% of face value; the issuer receives 100%, and the gap is the underwriters' pay in place of a fee. Merrill Lynch International is sole bookrunner for an offering outside the United States, and the bonds will be listed in Singapore.
The conversion price is not yet set. It will be fixed from investor demand and cannot fall below Metaplanet's Tokyo closing price on the day the underwriting agreement is signed. The company says it intends a premium that keeps its market-to-bitcoin-value multiple (mNAV) above 1.0, though that multiple at the time of any conversion depends on bitcoin prices. Conversion is possible from 12 November 2026 to 15 October 2031.
Holders can demand repayment at par on 29 October 2029. From that date Metaplanet can also call the bonds at par if its shares close at 160% or more of the conversion price on 20 of 30 consecutive trading days.
The buyback leg
The company will place a ToSTNeT-3 order at ¥261 per share, the 13 October closing price, for 96,934,800 shares worth ¥25,299,982,800, about 7.1% of its ordinary shares. The order goes in at 8:45am on 14 October, and the notice says some or all of it may not fill. The purchase is to be paid for with cash and, if needed, loans until the bond money arrives.
The board also ended a buyback programme approved in October 2025, with a ¥75bn ceiling, under which no shares were bought. It cited periods when it preferred bitcoin purchases and M&A, and periods when undisclosed deal information blocked market purchases. A new authority of up to ¥60bn, or 200mn shares, runs from 14 October 2026 to 13 October 2027.
To help investors hedge, the chief executive, Simon Gerovich, plans to lend up to 55mn shares through his family holding company to the underwriters.
What is open
The bond's conversion price, and so the potential dilution, is undecided. The press release says the bond money will not go to new bitcoin purchases. Any unspent buyback allocation would go to market purchases or to repaying the credit facility.