For most of the past two years, “bitcoin treasury company” news has followed one script: raise money, buy more BTC. Metaplanet, the Tokyo-listed firm (TSE: 3350) that holds 44,000 BTC as of the end of September 2026, just broke that script. On October 13 it announced a ¥52 billion zero-coupon Euro-Yen convertible bond, and none of the money is going toward buying bitcoin.
Instead, the proceeds will pay down bitcoin-backed loans and fund a large share buyback. The company posted its official notice and supplementary materials on X. Within an hour, outlets such as Cointelegraph and Bitcoin Treasuries were sharing the headline figure of roughly $330 million. This piece goes through what the filings say and why the deal matters beyond one company.
The deal in numbers
According to Metaplanet’s English-language notice on TDnet and its supplementary summary:
- Size: ¥52.0 billion aggregate principal, with net proceeds of about ¥51.9 billion.
- Coupon: 0%. The bonds pay no interest over their five-year life.
- Pricing: issue price 100%, offer price 102.5%, redemption at 100% at maturity in 2031.
- Closing: October 29, 2026. The bonds will be listed on the Singapore Exchange, governed by English law, and sold outside Japan and the U.S.
- Investor put: holders can demand repayment at par after three years.
- Issuer call: from year three, if the share price is at least 160% of the conversion price for a set period.
- Conversion price: not yet fixed. The company says it will be set at a premium to the share price on the resolution date and at a level where its mNAV (enterprise value divided by the net asset value of its bitcoin) would be above 1.0x.
Crypto.news, reporting on the filing, put the raise at about $340 million. The exact dollar figure depends on the yen exchange rate you use.
Where the money goes
The filing splits the proceeds two ways:
- About ¥23.6 billion to repay borrowings, expected in November 2026. Metaplanet has a bitcoin-collateralized credit facility of up to US$800 million, with about US$649.5 million outstanding as of September 30.
- Up to about ¥28.3 billion for share repurchases between October and December 2026. This includes a planned off-market ToSTNeT-3 purchase of up to 96,934,800 shares for about ¥25.3 billion.
Alongside the bond, the board ended its previous buyback authorization and replaced it with a new one. The old program, approved in October 2025, allowed up to ¥75 billion and 150 million shares, but the company disclosed that zero shares had been bought under it as of October 13. The new program allows up to ¥60 billion and 200 million shares (14.7% of issued shares excluding treasury stock) through October 13, 2027. Based on the 1,364,255,696 shares outstanding at the end of September, the first ToSTNeT-3 tranche alone works out to about 7% of the share count.
Why Metaplanet is doing this: leverage over its own guideline
The most revealing line in the filing is about Metaplanet’s own risk limit. The company says it treats its bitcoin-backed loans as temporary funding and aims to keep them below 10% of BTC NAV. As of September 30, that ratio was about 17.7%, well above the guideline. The filing also points out the obvious risk: if bitcoin falls, the ratio rises automatically.
Management states the goal plainly: to “normalize its current level of leverage” and secure enough flexibility to “avoid unintended sales of its Bitcoin holdings even in a phase of further decline in Bitcoin prices.”
That matters because a bitcoin-collateralized loan is the main way a treasury company can be forced to sell. If collateral value drops, lenders can demand more collateral or repayment. Replacing part of that debt with unsecured, interest-free, five-year money frees up pledged bitcoin and cuts cash interest costs. The company is careful to say this does not reduce total liabilities right away. The bonds are debt too. What changes is the type of debt.
The buyback angle and the mNAV question
Bitcoin treasury stocks trade on mNAV. When the market values the company above its bitcoin holdings (mNAV above 1.0x), issuing shares to buy BTC increases bitcoin per share. When mNAV falls below 1.0x, that model stops working, and buying back stock can increase BTC per share more cheaply than buying BTC.
Metaplanet’s policy, revised most recently on October 5, 2026, says it will in principle issue common shares only when mNAV is above 1.0x. Setting the conversion price at a level that implies mNAV above 1.0x is meant to make conversion, and the resulting dilution, happen only on terms the company considers acceptable. The filing adds a caveat: whether mNAV is actually above 1.0x when conversion happens depends on bitcoin’s price at that time, and the structure “does not guarantee” it.
The company also says outright that because the money goes to debt repayment and buybacks rather than new BTC, the financing “is not itself intended to increase BTC per share immediately.” That pushes back on some of the more excited posts on X saying the deal instantly increases bitcoin per share.
Who is on the other side of the trade
Convertible bonds with no coupon usually attract convertible-arbitrage funds. These funds buy the bond and short the stock to capture the value of the embedded conversion option. One widely shared breakdown on X described the 102.5% offer price as global convert-arb desks paying a premium for that volatility option.
The filing supports this reading. CEO Simon Gerovich plans to lend up to 55 million of his own shares, through his wholly owned holding company, to the bond manager at a 0.75% annual fee. The stated purpose is to let bond investors sell shares short “for hedging purposes.” No new shares are created by this. The company and Gerovich have also agreed to a 45-day lock-up.
In practice, this hedging creates short-term selling pressure on the stock. The ToSTNeT-3 buyback is partly designed to absorb it. The buyback notice describes it as “mitigating the short-term impact on demand and supply” caused by the bond issue.
What it signals for bitcoin treasury companies
Strategy (formerly MicroStrategy) made zero-coupon converts the standard tool for funding bitcoin purchases. Metaplanet is using the same tool for a different purpose: lowering leverage risk and supporting its share price. It shows how the playbook changes when a treasury company’s priority moves from accumulating coins to managing its balance sheet.
For the bitcoin market, the direct effect is small. No BTC is being bought or sold. The indirect effect may matter more: one of the largest corporate holders is lowering the chance of forced selling in a downturn. That is the kind of risk that tends to get priced in only after a sharp sell-off.
What to watch next
- The conversion price and final terms, which have not been set yet.
- Execution of the ToSTNeT-3 purchase and how many shares are actually bought.
- The loan-to-BTC-NAV ratio after the November repayment, and whether it gets back under 10%.
- The year-three put. If the share price is weak in 2029, bondholders can demand cash back, which would bring the refinancing question back.
This article is for information only and is not financial or investment advice. Figures come from Metaplanet’s October 13, 2026 filings and may change as final terms are set. Do your own research before making any investment decision.