Metaplanet Convertible Bonds: ¥52B Zero Coupon For Loans And Buybacks

Metaplanet is borrowing ¥52 billion without paying any interest. The Tokyo-listed bitcoin holder announced its zero-coupon notes on October 13, 2026 and fixed the final terms a day later in its disclosure notices. These Metaplanet convertible bonds mature in 2031, and holders can swap them into shares at ¥339 each. That conversion price sits 29.89% above the ¥261 close on October 13. The money will be split between paying down bitcoin-backed loans and buying back shares.

Where the Metaplanet bond money goes

Net proceeds come to about ¥51.9 billion. Roughly ¥23.6 billion is earmarked to repay borrowings, with timing expected in November 2026. Up to about ¥28.3 billion would buy back the company's own shares between October and December.

The use-of-proceeds section of Metaplanet's October 13 notice. Source: Metaplanet disclosure PDF.

None of it is set to buy bitcoin. The notice says the financing is not meant to raise bitcoin per share right away. The stated aim is to replace interest-bearing, bitcoin-backed debt with unsecured funds that pay no cash interest. The company says that also reduces the bitcoin tied up as collateral.

The leverage behind the Metaplanet bonds

Metaplanet holds a bitcoin-collateralized credit facility with a US$800 million limit. About US$649.5 million was drawn on September 30. The company's own guideline keeps that borrowing under 10% of the net asset value of its bitcoin, and the ratio stood near 17.7%. It held 44,000 BTC at the end of September.

The notice adds that the ratio rises if bitcoin falls, which is why it wants room to avoid selling coins in a drop. It also says the bonds raise total liabilities at first, since they count as debt until converted. TOCE covered the earlier sale and repurchase of 10,000 BTC that Metaplanet disclosed on October 5.

First buyback and a lending arrangement

Buybacks started at once. A resolution passed on October 13 set up a new program of up to ¥60 billion through October 13, 2027. It covers as many as 200 million shares, or 14.7% of shares in issue. On October 14 the company bought 73,981,400 shares at ¥261 through the Tokyo exchange's off-auction ToSTNeT-3 system, a total of about ¥19.3 billion.

Details of the October 14 buyback from Metaplanet's notice. Source: Metaplanet disclosure PDF.

The company said the ToSTNeT-3 purchase was meant to ease supply and demand pressure from the bond issue. It had planned about ¥25.3 billion for that route, so the first purchase used roughly three quarters of the plan. Any unused part would shift to market purchases.

Two other terms stand out. CEO Simon Gerovich agreed not to sell shares for 45 days after the subscription agreement. He also plans to lend up to 55,000,000 of his shares, through a family holding company, to the deal's manager at a 0.75% annual fee. The notice says the lending exists so bond buyers can hedge, and that no new shares are issued through it.

The bonds close on October 29, 2026. Conversion would add new shares at ¥339, so the zero coupon comes with potential dilution. The company's own notice acknowledges that trade-off, which every holder of the Metaplanet convertible bonds would weigh against the lack of interest.