Metaplanet Sells Yen Bonds to Pay Loans and Buy Stock

Metaplanet will raise about ¥51.9 billion ($328.85 million) from zero-coupon convertible bonds to repay Bitcoin-backed loans and buy its own shares. The Tokyo-listed treasury company said none of that cash is set aside to add coins to the 44,000 BTC it held at the end of September 2026.

The bonds, due 2031, are the group’s first Euro-yen convertibles. They close on October 29, 2026, after a year in which an older buyback plan purchased nothing and Bitcoin-backed borrowing ran above the firm’s own cap.

What the ¥51.9 Billion Will Fund

Chief Executive Simon Gerovich and the board on October 13, 2026, approved ¥52.0 billion face amount of Zero Coupon Euro-Yen Denominated Convertible Bonds with Stock Acquisition Rights due 2031. The company expects net proceeds of about ¥51.9 billion, which it split into two buckets and no third bucket for Bitcoin.

WHERE THE CASH GOES

The two cash uses add up to the ¥51.9 billion net figure. If the October 14 ToSTNeT-3 order takes in less than ¥25.3 billion, leftover bond cash can go to extra market buybacks or more loan paydown, the notice said. The parallel ¥60 billion program is a ceiling, not a second pile of cash.

That is a different claim from the buyback notice, which says retiring stock is meant to lift Bitcoin per share and capital efficiency. The bond cash does not buy coins. Shrinking the share count can still raise Bitcoin per remaining share if the coins stay put.

Bitcoin-Backed Loans Overran the 10% Cap

Metaplanet’s capital allocation policy, last revised on October 5, 2026, says Bitcoin purchases should be funded mainly with permanent capital. Common shares are, in principle, to be issued only when mNAV, the multiple of enterprise value to Bitcoin net asset value, exceeds 1.0x. Borrowings on the Bitcoin-backed credit facility are treated as a bridge, with a guideline of keeping the balance below 10% of BTC NAV.

As of September 30, 2026, that ratio stood at about 17.7%. The facility has a maximum of US$800 million, of which about US$649.5 million was outstanding. A further drop in the Bitcoin price would lift the ratio again as BTC NAV falls, the company said, which is why it wants the loan balance down before the next slide.

THE SEPTEMBER 30 SNAPSHOT

• Holdings: 44,000 BTC at the end of September 2026, after a third-quarter net add of 1,000 BTC.
• Facility drawn: about US$649.5 million of a US$800 million Bitcoin-backed line.
• Leverage vs rule: about 17.7% of BTC NAV, against a guideline of 10% or less.
• Prior buyback: 0 shares purchased under the ¥75 billion plan approved on October 28, 2025.

On October 5, Gerovich said the 44,000 BTC stack made Metaplanet the second-largest listed Bitcoin treasury company in the world. The same week’s filings described a third-quarter round trip in which the group sold 10,000 BTC at an average ¥12,470,098 (¥124.7 billion) and bought 11,000 BTC at an average ¥13,626,928 (¥149.896 billion). The sale was sized to exceed interest-bearing liabilities net of cash, then the coins were bought back, a liquidity test aimed at credit investors. The debts were not repaid. Eight days later the company is refinancing part of them with unsecured paper instead.

Tokyo Gets a Buyback After a Blank Year

The October 28, 2025, board plan authorized up to ¥75 billion and 150 million shares through October 28, 2026. By October 13, 2026, the cumulative total under that plan was 0 shares and ¥0. The board killed it the same day it launched the convertibles and replaced it with a smaller yen cap and a larger share cap.

OLD PLAN VERSUS NEW PLAN

Ordinary shares outstanding excluding treasury were 1,364,255,696 as of September 30, 2026, with 26,928 shares in treasury. The 96,934,800-share ToSTNeT-3 order is about 7.1% of that float. Results are due after 8:45 a.m. on October 14, 2026. The company said the off-auction print is meant to blunt the short-term supply hit from the convertible, because buyers of these bonds often hedge by selling stock.

The stock closed at 261 yen in Tokyo on October 13, 2026. A convert sold into a discount to Bitcoin NAV, with an off-auction bid waiting for the hedge, is a standard Japanese package. It is also a package the board could have used during the blank year, and did not.

Five Years of Funding With No Cash Interest

The securities are unsecured, governed by English law, offered mainly in Europe and Asia excluding the United States, and listed on the Singapore Exchange. Investors pay 102.5% of face. The company issues at 100.0%. The coupon is 0.0% and redemption at maturity is 100.0% of principal. Holders can put the bonds at 100% three years after issue. The company can call them from the same date if the share price holds at least 160% of the conversion price, with a clean-up call if less than 10% remains outstanding.

WHAT THE STRUCTURE CHANGES

• Interest line: Five years of funding with no cash coupon, against an interest-bearing, Bitcoin-backed facility.
• Collateral: Unsecured paper replaces part of a loan that ties up coins, so pledged Bitcoin can come off the facility.
• Capacity: Paying down the line in November 2026 rebuilds headroom under the US$800 million cap.
• Investor base: First Euro-yen convertible, aimed at overseas convert buyers rather than the domestic BitBond channel.

Total liabilities will rise on day one because the bonds sit on the balance sheet as debt. The stated aim is a cleaner mix, not a smaller balance sheet: interest-bearing, coin-backed loans out, unsecured, zero-coupon paper in. If the bonds later convert, that slice of debt becomes equity. If they do not, the cash comes due in 2031, with an earlier put in 2029.

Richard Byworth, a former convertible-bond banker, said he wants the conversion price “nicely above a 1x mNAV,” and that a large share of the book will need a stock hedge. He also noted the planned buyback is bigger than the hedge those desks typically require. That reading matches the company’s own reason for ToSTNeT-3: take the supply those shorts create, at a fixed print, before the bonds settle on October 29, 2026.

Simon Gerovich Will Lend Shares for Hedging

Gerovich has agreed to lend up to 55,000,000 common shares, through Gerovich Family Holdings Limited, to the lead manager and its affiliate. The fee is 0.75% a year on shares actually borrowed. The company will not issue new shares for that loan, and the same number is expected back at the end of the lending period. The notice says the loan exists so the manager can supply stock to bond buyers who want to hedge.

Gerovich and the company also took 45-day lock-ups from the date of the subscription agreement, with carve-outs for the bond issue, the share loan, and a few other mechanical exceptions. The loan is existing stock moving into the borrow market. It is also stock that can be sold short against the convert, which is why the same-week buyback is not a side show.

The company posted the bond notice the same morning.

*Notice Regarding Issuance of Zero Coupon Euro-Yen Denominated Convertible Bonds with Stock Acquisition Rights due 2031* pic.twitter.com/Vwn8QTXeWA

— Metaplanet Inc. (@Metaplanet) October 13, 2026

Using convertible proceeds to retire stock still leaves those shareholders exposed if the bonds convert later. The buyback can shrink the count in the fourth quarter of 2026. The conversion option can expand it again anytime the share price clears the strike through 2031. That is the trade the blank-year delay made more expensive to argue, because the same board already had a ¥75 billion authorization and did not use it while the stock spent long stretches below residual NAV.

Conversion Is Meant to Wait for a NAV Premium

The conversion price is still TBD. The company said it intends to set that price at a premium to the October 13, 2026, close and at a level where mNAV would exceed 1.0x, based on BTC NAV at the resolution date. Conversion is then expected only if the stock is trading above that level. The notice is explicit that this design does not lock in 1.0x mNAV on the day someone actually converts, because Bitcoin’s price will have moved.

Because the net proceeds of the Financing will be applied to the repayment of borrowings and the repurchase of the Company’s own shares and not to additional acquisitions of Bitcoin, the Financing is not itself intended to increase BTC per share immediately.

Metaplanet Inc., Notice Regarding Issuance of Zero Coupon Euro-Yen Convertible Bonds due 2031, October 13, 2026

Common equity issued below 1.0x mNAV is, in principle, off the table under the October 5 policy. A convertible struck as if mNAV were above 1.0x is the workaround: debt today, equity later, and only if the stock gets there. Preferred stock was the funding source the same policy put first. These bonds rank ahead of preferreds, carry a 2029 put, and have to be repaid in cash if they are still unconverted in 2031. That is a different instrument from the perpetual paper the October 5 pack described.

Metaplanet’s October 13 disclosure set also restates the conservative-leverage line. Acquisitions of Bitcoin are to be funded primarily with permanent capital. This deal rebuilds room under the 10% facility guideline so a later dip does not force a sale. It does not, on the company’s own wording, put new coins on the balance sheet this quarter.

November Paydown and the October 29 Close

THE DATES THAT STILL HAVE TO PRINT

1. October 5, 2026: Holdings reported at 44,000 BTC and the 10% facility guideline restated in the capital policy.
2. October 13, 2026: Board sets the ¥52.0 billion zero-coupon convert, kills the unused ¥75 billion buyback, and authorizes the ¥60 billion replacement.
3. October 14, 2026: ToSTNeT-3 order of up to 96,934,800 shares, with results after 8:45 a.m. Tokyo time.
4. October 29, 2026: Bond closing date; conversion price due to be fixed with the terms.
5. November 2026: About ¥23.6 billion scheduled to repay the Bitcoin-backed facility.
6. October to December 2026: Up to ¥28.3 billion of bond cash available for buybacks.
7. October 13, 2027: New buyback window ends.
8. Three years after issue: Investor put at 100% of principal; issuer call if the stock has held at least 160% of conversion price.
9. 2031: Final maturity of the zero-coupon bonds.

Until October 29, 2026, the conversion strike is a blank. Until the ToSTNeT-3 print is out, the first buyback in a year is still an order, not a fill. The coins stay at 44,000 BTC unless something else changes. The facility balance only falls when the November repayment actually posts. That is the deal as filed: cheaper, unsecured time, a late buyback, and no new Bitcoin on the ticket.

Disclaimer: This article is news reporting and analysis of Metaplanet’s October 13, 2026, bond and buyback filings. It is for information only and is not investment advice, a solicitation to buy or sell Metaplanet shares, the new convertibles, Bitcoin, or any other security or digital asset. Readers should consult a licensed financial adviser or securities broker who can review their own objectives, tax position, and risk limits before acting on any of these instruments. Figures, program sizes, the conversion price, and the status of the ToSTNeT-3 order and the credit facility can change after the dates in the company notices cited here.