Metaplanet's ¥52bn Zero-Coupon CB and ¥60bn Buyback: The Full Picture, Including What the English Release Left Out

On October 13, 2026, Metaplanet (TSE: 3350) announced a ¥52.0 billion zero-coupon Euro-yen convertible bond due 2031. It is paired with a new ¥60 billion share buyback, of which ¥25.3 billion (96,934,800 shares at ¥261) was offered in a single ToSTNeT-3 trade on October 14. That trade filled 73,981,400 shares, 76.3% of the order, for about ¥19.3 billion.

The net proceeds of about ¥51.9 billion go to two places only: about ¥23.6 billion to repay bitcoin-backed borrowings, and up to about ¥28.3 billion to buy back shares. None of it buys bitcoin. The stated reason is leverage. Borrowings under the bitcoin-collateralized credit facility were about 17.7% of BTC NAV on September 30, against the company's own guideline of below 10%.

The English release says on its first line that it is an abridged translation. Material from the Japanese original was "omitted or condensed in light of the securities law considerations applicable to an offering conducted outside the United States." This article puts both language versions together. Every item that appears only in the Japanese filings is tagged [JP only], so English-only readers can see exactly what they missed.

Education, not financial advice. All figures are from the company's October 13 filings unless marked as my calculation. Terms such as the conversion price are not yet fixed.

The five filings, and how much each language got

The Japanese CB release runs to 30 pages. Its English counterpart is 4 pages. The buyback-program notice and the ToSTNeT-3 order notice were filed in Japanese only.

The English slides refer to the ToSTNeT-3 notice and repeat its share count, but its order details are in Japanese only.

The bond at a glance

The bond is ¥52.0 billion, five years, zero coupon, unsecured, and redeemed at par in October 2031. The table combines all three CB documents; the right-hand column shows where each term appears.

In standard Japanese Euro-yen CB practice, the gap between the 102.5% offer price and the 100% issue price is the managers' compensation, about ¥1.3 billion here. That reading is my inference; the filings do not label it. The roughly ¥0.1 billion gap between the ¥52.0 billion issue and ¥51.9 billion net proceeds is other expenses.

The year-3 put matters most. If the shares trade below the conversion price in October 2029, holders will likely take par, and Metaplanet would need cash or refinancing for up to ¥52 billion.

Why now: leverage above the company's own line

Metaplanet is swapping part of a secured, interest-bearing bitcoin loan for unsecured, interest-free five-year money. Both versions agree on the core facts:

• Bitcoin held: 44,000 BTC at the end of September 2026.

• Credit facility: up to US$800 million, bitcoin-collateralized, with about US$649.5 million drawn on September 30.

• Guideline: keep these borrowings below 10% of BTC NAV, treating them as temporary funding.

• Actual: about 17.7% on September 30. The ratio rises further if bitcoin falls.

• Goal: normalize leverage and avoid "unintended sales" of bitcoin in a further drawdown.

Both versions also say the CB does not cut total debt. Debt rises at issuance, because the ¥52.0 billion bond is larger than the ¥23.6 billion repayment. What improves is the mix: less secured debt, less bitcoin pledged, less cash interest.

My calculation. At 17.7%, the US$649.5 million balance implies BTC NAV of about US$3.67 billion, or about US$83,400 per bitcoin. Getting below 10% at that price would mean cutting the balance to about US$367 million, a repayment of roughly US$283 million. The ¥23.6 billion repayment would cover that only if the yen were stronger than about ¥83.5 per dollar. So this deal moves the ratio toward 10%, as the company says, not to it.

The curve runs both ways. A fall to $60,000 would push the same balance to about 24.6% of BTC NAV, which is why the company wants room before any further drop.

[JP only] Policy detail behind the guideline. The Japanese text spells out the October 5, 2026 revision of the Capital Allocation Policy, which the English mentions only by date:

• Hold about 85% to 90% of total assets in bitcoin.

• Keep about 10% to 15% as a strategic investment allocation: M&A to build the financial platform, assets with stable income, and the asset management business.

• Fund bitcoin purchases mainly with permanent capital, "starting with perpetual preferred shares." The English says only "permanent capital."

Where the ¥51.9 billion goes, and how the buyback works

The money splits ¥23.6 billion to debt and up to ¥28.3 billion to buybacks. The Japanese version adds how the buyback is funded before the bond money arrives.

The new buyback program. The board ended the October 28, 2025 program and set a new one. Its terms are in the Japanese-only buyback notice; the English slides give a summary.

[JP only] Why the old program bought nothing. The Japanese notice gives three reasons:

1. Even when mNAV was below 1.0×, the company sometimes chose to buy bitcoin with borrowed money instead.

2. It prioritized M&A and strategic investments, naming Metaplanet Securities and Super League Enterprise.

3. While it held material non-public information about those deals, rules made market buybacks impractical.

The company says it will keep treating buybacks below 1.0× mNAV as one capital allocation option.

[JP only] The ToSTNeT-3 order. The separate ToSTNeT-3 notice gives the exact terms:

• Price: ¥261, the October 13 closing price.

• Shares: 96,934,800, or 7.1% of shares outstanding excluding treasury stock on September 30.

• Total: ¥25,299,982,800.

• Timing: one buy order at 8:45 a.m. on October 14 on the Tokyo Stock Exchange's off-auction ToSTNeT-3 system, valid for that session only. No other trading system or time will be used.

• Fill: the company buys only against matching sell orders, so it may get some or none of the shares if not enough holders sell. The share count and price will not be changed. Results come out after the 8:45 a.m. session.

Share count discrepancy, now resolved. The Japanese CB release said a full ¥25.3 billion buyback would be about 97,936,800 shares. The English slides said 96,934,800. The ToSTNeT-3 notice confirms 96,934,800, and 96,934,800 × ¥261 equals the stated ¥25,299,982,800 exactly. The figure in the Japanese CB release is a typo. With 73,981,400 shares bought, common shares outstanding excluding treasury stock fall to about 1,290.3 million (my calculation).

The fill on October 14. The Tokyo Stock Exchange's ToSTNeT-3 results list shows 73,981,400 shares filled at ¥261, out of 96,934,800 ordered. By my calculation, that is 76.3% of the order, ¥19,309,145,400 in cost and 5.4% of shares outstanding.

The unfilled 22,953,400 shares leave about ¥6.0 billion of the ToSTNeT-3 budget unspent. Under the Japanese release, that money joins the ¥3.0 billion already set aside for market buybacks. Up to about ¥9.0 billion could therefore go into market purchases through December, with anything left going to repay the credit facility. The ¥60 billion program has about ¥40.7 billion and 126.0 million shares of room left until October 13, 2027.

[JP only] The strategy the English version left out

The biggest gap is the "why" beyond leverage. The Japanese release opens with roughly a page on the company's long-term plan. None of it appears in English.

Project Nova. The company says holding bitcoin is "the foundation of our strategy, not its end point." Its medium-to-long-term plan, called Project Nova, is to become a "Bitcoin Native Financial Platform." That means using its bitcoin balance sheet to build out fundraising, issuing and distributing financial products, asset management and payments, step by step.

Two 2026 acquisitions.

• Metaplanet Securities. Metaplanet bought Siiibo Securities, a bond-platform operator, and renamed it. It is a Type I financial instruments business operator in Japan. It has completed the first issue of a private-placement bond called "BitBonds" and is developing products using stablecoins and security tokens.

• Super League Enterprise (Nasdaq: SLE). Through a US subsidiary, Metaplanet will invest 2,100 BTC plus US$2.5 million, about 4.8% of its 44,000 BTC. After closing it would hold about 95.7% of the voting rights. SLE would stay listed, rename itself Superplanet, Inc. (Nasdaq: SUPA) and become the group's US bitcoin treasury base. Closing needs SLE shareholder approval and SEC and Nasdaq steps, and is expected in Q4 2026. It had not closed as of October 13.

The stated aim is to raise capital in both Japan and the US, whichever market is more favorable at the time, to speed up bitcoin buying across the group.

Net interest income strategy. Launched with the October 5 policy revision. Metaplanet will raise money without diluting common shareholders (the credit facility, perpetual preferred, bonds). It will invest that money in income-producing assets, which can include preferred securities issued by other bitcoin treasury companies. It does so only when expected yield after credit risk beats its total cost of capital by an adequate margin. The goal is recurring income not tied to the bitcoin price, a lower effective cost of capital and better creditworthiness. The Japanese release says the credit facility room freed by this deal can be used for this, within the 10% guideline.

Credit ratings ambition. The company hopes better stability and liquidity will improve its standing with rating agencies and credit investors, leading to cheaper funding later. The bond itself will not be rated.

Three reasons, not two. The English release lists two objectives: zero coupon, and a conversion price above 1.0× mNAV. The Japanese lists a third:

③ Optimizing the issue terms through a simultaneous buyback. A CB issue can weigh on the share price right after launch, because of how CBs are traded. Buying back shares with part of the proceeds is meant to soften that, "and as a result, help improve the conversion premium and other issue terms." The company adds that the buyback is not meant to temporarily inflate capital-efficiency metrics.

The Japanese also states the logic plainly. Buying shares below 1.0× mNAV buys bitcoin exposure at a discount and directly raises BTC per share. If the price rises and the bonds convert, the conversion price set above 1.0× mNAV limits the hit to BTC per share. It also says the repurchased shares can be delivered on conversion, partly offsetting the real dilution. None of these three points is in English. The English keeps only the line that this deal is not itself meant to raise BTC per share immediately.

[JP only] The fine print of the bond

The Japanese release prints the full terms and conditions over about eight pages. The English release has five lines of terms; the slides add a one-page summary. These are the terms that matter most for shareholders and bondholders that appear only in Japanese.

• Conversion price floor. The initial conversion price is set by the CEO under board authority, based on investor demand. It must be no lower than 1.0× the Tokyo closing price on the day the subscription agreement is signed. The premium and the mNAV test are the company's stated intent, not a written floor.

• Anti-dilution adjustments. The conversion price is adjusted downward by a standard formula if Metaplanet issues or sells common shares below market price. It also adjusts for splits, reverse splits, dividends, below-market rights, reorganizations, delistings and squeeze-outs.

• Exercise blackouts. Conversion is blocked around shareholder record dates. It can also be suspended for up to 30 days around a corporate reorganization.

• Early redemption above par. On a reorganization, a tender offer leading to delisting, or a squeeze-out, bonds are redeemed at 100% plus a share of the 2.5-point offer premium. That share shrinks in a straight line to zero at maturity.

• Tax call and gross-up. If Japanese tax changes force Metaplanet to pay extra to cover withholding, it can redeem at par. Holders can opt out if 10% or more remain outstanding, accepting payments net of tax.

• Negative pledge. While the bonds are outstanding, Metaplanet and its major subsidiaries cannot pledge assets to secure other overseas-marketed bonds unless these bonds get equal security. My reading: this covers listed foreign-market bonds, not the bitcoin-backed credit facility.

• Buy and cancel. The company and its subsidiaries may buy bonds in the market at any time and cancel them.

• Agents. The Bank of New York Mellon, London Branch is principal paying and conversion agent. The Bank of New York Mellon SA/NV, Dublin Branch is registrar. No Japanese bond administrator.

• No stabilization. No stabilizing transactions in Metaplanet shares will be carried out.

• Capital accounting. Half of the capital increase on conversion goes to stated capital, half to capital reserve.

• Order cutoff. Purchase orders must be in by 8:00 a.m. Japan time on the day after pricing.

The stock lending section also differs. The Japanese adds the reason: easier hedging by bond investors should improve the issue terms, which the company says serves existing shareholders. The English omits that sentence but alone gives the 0.75% annual lending fee.

[JP only] Dilution overhang, funding history and other disclosures

Before this CB, about 540 million potential new shares were already outstanding. That is roughly 40% of the 1,364 million common shares, by my calculation. The figures, as of October 9, 2026, come only from the Japanese release.

Before the CB, options and warrants alone equal 39.6% of the September 30 share count. Add the CB at ¥350 and net off the 74.0 million shares bought back, and the total is 45% above it. Percentages are my calculation.

Of the warrants, the 23rd and 24th series (210 million shares, allotted to EVO FUND) are suspended from exercise from March 24, 2026 to December 8, 2027. The company says it will publish the CB's potential share count once the conversion price is fixed.

CB conversion shares: illustration only. The conversion price is not set. This table shows the share count at sample prices against the ¥261 close on October 13. It assumes the ToSTNeT-3 shares are later used for conversion, as the Japanese release says they can be.

Funding history in the Japanese release. Section 3 lists every equity raise of the past three years. Highlights:

Common shares were priced at ¥533.39 in the September 2025 offering (385 million shares), ¥499 in February 2026 and ¥380 in March 2026. Class B preferred was priced at ¥900. None of the 25th or 26th-series warrants has been exercised. On April 24, the company moved ¥8.0 billion of the 27th-series money from bitcoin purchases to bond repayment.

Share price record. The Japanese release gives yearly open, high, low and close prices. The ToSTNeT-3 notice adds the October 13 close of ¥261.

Shareholders who bought in any of the three common-share raises since September 2025 are below water at the buyback price.

Other items.

• Full-year 2026 earnings forecast from August 13 is unchanged.

• No dividend on common shares. Class B preferred carries a dividend senior to common.

• Earnings per share: FY2023 −¥6.29, FY2024 ¥22.67, FY2025 −¥131.34 (adjusted for the 2024 reverse split and 2025 split).

What only the English says, and where the versions differ

The English materials carry a few facts the Japanese lacks. They also differ on emphasis in places, which matters because the Japanese prevails in any discrepancy.

The slides also give the clearest one-page summary of the put, call and clean-up terms, and confirm the Singapore listing and English governing law.

What to watch next

Three numbers decide how this deal looks in hindsight: the conversion price, how much more stock is bought back by December, and the credit facility ratio after November.

1. Conversion price and premium. Fixed at pricing, with the potential share count to follow. Check whether it clears both the closing price and the company's 1.0× mNAV level.

2. Follow-on market buybacks. ToSTNeT-3 filled 73,981,400 of 96,934,800 shares. Watch how much of the remaining budget of up to about ¥9.0 billion is spent in the market by December; anything unspent goes to debt repayment.

3. Credit facility after the November repayment. The new balance and the ratio to BTC NAV, against the 10% guideline.

4. Superplanet closing. SLE shareholder vote and SEC and Nasdaq steps, expected in Q4 2026. It moves 2,100 BTC into a 95.7%-owned subsidiary.

5. Year-3 put (October 29, 2029). Holders can ask for par. If the shares trade below the conversion price then, Metaplanet may need about ¥52 billion in cash or refinancing.

6. Net interest income investments. Whether freed-up credit room goes into yield assets, including other companies' preferreds, and on what margin.

Sources

Metaplanet filings of October 13, 2026, and the exchange's October 14 ToSTNeT-3 results, all provided by the reader:

• 「ゼロ・クーポン 2031 年満期ユーロ円建転換社債型新株予約権付社債の発行に関するお知らせ」 (Japanese CB release, 30 pages)

• "Notice Regarding Issuance of Zero Coupon Euro-Yen Denominated Convertible Bonds with Stock Acquisition Rights due 2031" (English abridged translation, 4 pages)

• "Supplementary Materials on the Issuance of Euro-Yen Convertible Bonds and Share Repurchase" (English slides, 5 pages)

• 「自己株式の取得状況及び取得終了並びに自己株式の取得枠設定に関するお知らせ」 (Japanese buyback notice, 2 pages)

• 「自己株式立会外買付取引（ToSTNeT-３）による自己株式の買付けに関するお知らせ」 (Japanese ToSTNeT-3 notice, 1 page)

• Tokyo Stock Exchange ToSTNeT-3 execution results for October 14, 2026 (screenshot): メタプラネット (3350), ¥261, 96,934,800 shares ordered, 73,981,400 filled

Translations from the Japanese are mine and have not been reviewed by a native speaker.