Metaplanet Issues $329 Million Convertible Bonds to Cut Bitcoin Debt, Fund Buybacks

TOKYO — Japanese investment firm Metaplanet said Tuesday it will raise 52 billion yen ($329 million) through zero-coupon euro-yen convertible bonds maturing in 2031, directing the proceeds toward retiring Bitcoin-backed loans and repurchasing its own shares as the company reshapes its capital structure amid a steep share-price decline.

The offering marks a deliberate shift away from the Bitcoin-collateralized borrowing that has fueled Metaplanet’s rapid accumulation of 44,000 BTC — currently valued at roughly $3.6 billion — making it the second-largest corporate holder of the cryptocurrency after MicroStrategy. About 23.6 billion yen ($149 million) will repay existing Bitcoin-secured debt, while 28.3 billion yen ($179 million) funds a new buyback program authorized for up to 60 billion yen ($380 million) in total.

Zero-coupon convertible bonds pay no periodic interest; instead, investors receive the face value at maturity or can convert into equity at a predetermined price. The euro-yen denomination means the bonds are issued outside Japan but yen-denominated, broadening the investor base beyond domestic institutions. For Metaplanet, the structure defers cash interest payments while potentially diluting shareholders if the stock recovers above the conversion strike.

The move comes as Metaplanet’s shares have tumbled 52.6% over the past year, closing 1.5% lower in Tokyo on Tuesday. The buyback, representing nearly half the authorized amount in a single tranche, signals management’s view that the stock is deeply undervalued relative to its Bitcoin holdings — a conviction trade that also reduces the float and could support the conversion option embedded in the new bonds.

Metaplanet’s strategy mirrors the playbook pioneered by MicroStrategy, which has raised billions through convertible debt to buy Bitcoin since 2020. But Metaplanet’s decision to simultaneously pay down Bitcoin-collateralized loans distinguishes its approach: those loans carry margin-call risk if Bitcoin drops sharply, whereas the new unsecured convertibles transfer price risk to bondholders. The trade-off is higher effective cost of capital if the equity conversion triggers.

Earlier this month, the company unveiled a revised capital allocation framework capping strategic investments — primarily Bitcoin purchases — at 15% of total assets, with the remainder earmarked for dividends and debt management. That policy shift followed a governance controversy in September, when Metaplanet expanded its Series 10 executive stock option pool nearly sevenfold to 319.5 million potential shares. After shareholder pushback, the board agreed to cut the pool by 41% to 188.2 million shares, reverting to pre-September levels.

The bond issuance, loan repayment, and buyback announcement arrive just weeks after Metaplanet added 2,823 BTC to its treasury, crossing the 43,000-coin threshold. With Bitcoin trading near $82,000, the company’s holdings represent roughly 13 times its current market capitalization — a ratio that has drawn both activist interest and skepticism about whether the corporate wrapper adds value beyond direct Bitcoin exposure.

Metaplanet’s next quarterly filing will disclose the conversion premium and strike price for the new bonds, key details for assessing dilution risk. The company has not announced a timeline for the full 60 billion yen buyback authorization.