Bond Issuance Details

Metaplanet, a Tokyo-listed company focused on Bitcoin as a primary treasury reserve, has approved plans to issue zero-coupon convertible bonds with a principal amount of approximately $329 million. The bonds mature on October 29, 2031, carry no interest payments, and will be offered at 102.5 percent of face value. Net proceeds are expected to reach about $328 million. Issuance is scheduled for October 29, with listing planned on the Singapore Exchange. Merrill Lynch International will act as sole bookrunner and lead manager for the overseas offering, which targets investors in Europe and Asia and excludes the United States.

Each bond has a face value equivalent to roughly $63,000, with stock acquisition rights attached. The initial conversion price remains to be set based on demand and market conditions, subject to a floor equal to the closing price of Metaplanet’s Tokyo-listed shares on the underwriting agreement date. Conversion rights may be exercised from November 12, 2026, through October 15, 2031. The company retains early redemption options under certain share-price conditions beginning in 2029, while bondholders may request repayment at face value on October 29, 2029.

Use of Proceeds

Approximately $149 million of the proceeds will go toward partial repayment in November 2026 of an existing Bitcoin-backed credit facility. That facility carried an outstanding balance of about $650 million as of September 30 and allowed borrowing up to $800 million. The repayment covers amounts previously used in part to support the acquisition of Siiibo Securities. The move replaces a portion of interest-bearing, Bitcoin-collateralized debt with longer-term unsecured obligations, aiming to lower borrowing costs and free some pledged Bitcoin.

Up to $179 million is allocated for share repurchases between October and December 2026. This includes a planned off-market transaction through the Tokyo Stock Exchange’s ToSTNeT-3 system of up to about $160 million. If fully executed, the buyback could acquire roughly 97.94 million shares, or about 7.1 percent of outstanding ordinary shares. The company has separately authorized a broader repurchase program of up to approximately $380 million. Unused portions of the bond proceeds designated for buybacks may be redirected to further share purchases or additional debt reduction.

Balance Sheet and Strategy Context

The financing follows a revision to Metaplanet’s Bitcoin borrowing policy that generally limits collateralized borrowing to below 10 percent of Bitcoin net asset value. At the end of September the ratio stood at approximately 17.7 percent, above the target. Management noted that lower Bitcoin prices could increase the ratio by reducing the value of holdings. The transaction is expected to improve the overall debt structure and financial flexibility rather than immediately reduce total liabilities, which would decline only upon conversion or subsequent repayments.

Metaplanet maintains Bitcoin as its core treasury asset and targets keeping 85 to 90 percent of total assets in the cryptocurrency, with the balance directed toward strategic investments and income-generating activities. The firm has advanced Project Nova to develop Bitcoin-centered financial products, including through its Metaplanet Securities subsidiary, formerly Siiibo Securities. It is also pursuing a U.S. transaction involving Super League Enterprise that remains subject to shareholder and regulatory approvals.

Share buybacks form part of a capital allocation approach designed to raise the amount of Bitcoin attributable to each outstanding share, particularly when the company’s market valuation trades below the net asset value of its Bitcoin holdings. The bonds themselves may cause dilution upon conversion; the concurrent repurchase program is intended to offset that effect.