Tokyo-listed Metaplanet Inc. (TSE: 3350) announced on October 13, 2026, that it will issue ¥52 billion in aggregate principal amount of zero-coupon Euro-Yen denominated convertible bonds with stock acquisition rights due 2031.
The transaction, the company’s first of this type, is structured to generate net proceeds of approximately ¥51.9 billion for the repayment of existing Bitcoin-collateralized borrowings and the repurchase of its own shares. Payment is scheduled for October 29, 2026, with the bonds set to list on the Singapore Exchange and Merrill Lynch International acting as sole bookrunner for an offering directed primarily at European and Asian investors excluding the United States.
The bonds carry a zero coupon, meaning no interest payments over their five-year life, and will be redeemed at 100% of principal on October 29, 2031. They are unsecured and issued at 100% of face value while offered at 102.5%. Conversion into ordinary shares will be available from November 12, 2026, through October 15, 2031, subject to standard adjustments for stock splits, dividends, or issuances below market price.
The initial conversion price is to be set at a premium to the closing price of Metaplanet shares on the resolution date and at a level that keeps the company’s mNAV—its Bitcoin net asset value relative to equity—above 1.0 times, consistent with the firm’s stated policy of limiting ordinary-share issuance to periods when mNAV exceeds this threshold.
This design provides long-term funding without cash interest outflows while attempting to manage potential dilution. The company has described the structure as a way to replace interest-bearing, collateralized debt with unsecured, non-interest-bearing capital that can later convert into equity under disciplined conditions. Full terms appear in the company’s official notice filed via the Tokyo Stock Exchange disclosure system.
Allocation of Proceeds and Balance-Sheet Objectives
Of the expected net proceeds, approximately ¥23.6 billion is earmarked for repayment of borrowings in November 2026. This targets a Bitcoin-collateralized credit facility with a maximum limit of $800 million, of which roughly $649.5 million was outstanding as of September 30, 2026—equal to about 17.7% of the company’s Bitcoin net asset value at that date.
Metaplanet has indicated a target of keeping such borrowings below 10% of BTC NAV under its revised capital allocation policy. The repayment is intended to lower reliance on collateralized facilities, free Bitcoin previously pledged as security, and reduce interest-related cash outflows.
The remaining portion, up to approximately ¥28.3 billion, is allocated to the repurchase of the company’s own shares between October and December 2026, including a planned ToSTNeT-3 off-auction purchase of up to ¥25.3 billion. Any unused amount may support additional market repurchases or further debt reduction.
The buyback program is framed as a means to increase Bitcoin holdings on a per-share basis and to offset dilution that could arise if bondholders eventually convert. These figures and intended uses are set out in the same disclosure.
Read: Bitcoin Treasury Firm Metaplanet Hits 44,000 BTC: Remains Second Largest Public Holder
Context Within Project Nova and Recent Treasury Activity
The issuance sits within Metaplanet’s Project Nova initiative, which aims to evolve the firm from a Bitcoin treasury company into a broader Bitcoin-native financial platform encompassing capital raising, financial product structuring, asset management, and settlement services.
Supporting steps in 2026 have included the acquisition of Siiibo Securities, rebranded as Metaplanet Securities to support domestic Bitcoin-related product issuance, and a commitment of 2,100 BTC plus cash toward a controlling stake in Nasdaq-listed Super League Enterprise, planned to be renamed Superplanet for U.S. market activities. The company has also established a Hong Kong asset-management subsidiary under the same umbrella.
As of September 30, 2026, Metaplanet held 44,000 BTC, reflecting a net addition of 1,000 Bitcoin in the third quarter after selling 10,000 BTC and subsequently purchasing 11,000 BTC. The round-trip transaction was described in the company’s October 5 filing as a demonstration that its reserves could be converted to cash if needed, while still ending the period with a larger position.
Under the capital allocation policy revised on October 5, 2026, the company targets holding 85–90% of total assets in Bitcoin, with the balance available for strategic investments, M&A, and a net interest income strategy that seeks to deploy non-dilutive funding into yield-generating assets.
Proceeds from the convertible bonds are not designated for additional Bitcoin purchases. Instead, the company has stated that the transaction supports financial flexibility, debt-structure improvement, and per-share Bitcoin metrics while it continues to pursue its platform-building objectives irrespective of short-term Bitcoin price movements.
Further details on the share-repurchase program and related resolutions were released alongside the bond notice.
Also read: This Indicator Puts Bitcoin Price at $251K by 2030, $2.2M by 2040
