HonestJoe

Tick tock, next block. Ideas are ₿ulletproof. #bitcoin not crypto.
Economic independence is social and political independence.

[Michael Saylor @saylor]

Digital Credit. Digital Money. Digital Equity. Digital Treasury.

My conversation with @ColeMacro at @BTCPrague on the future of capital markets, followed by Q&A on the nuances of Bitcoin-backed securities and corporate finance.

[GraveyardGamma @GraveyardGamma]

Good Evening Japan

The Siiibo acquisition. $13 million, small number, big deal. The timing is the entire story, and once you see it you cannot unsee it.

June 11: Japan's lower house passes an amendment to the Financial Instruments and Exchange Act, the FIEA. For those who don't live in Japanese regulation, the FIEA is Japan's securities law, the rulebook that governs stocks, bonds and investment trusts. Until this week, crypto sat outside it, regulated as a payment method under the Payment Services Act, basically the same legal bucket as a gift card. The amendment moves crypto into the securities rulebook. That one reclassification changes everything downstream: regulated crypto investment products become legally possible for the first time, run by licensed securities firms, and the tax on crypto gains is set to fall from a maximum 55% to a flat 20%, the same rate as stocks.

June 12: Metaplanet announces it is acquiring Siiibo Securities, a Type I Financial Instruments Business Operator.

A Type I license is the top tier of permission under that exact law. It is what lets a firm deal in securities, run a brokerage, and sell financial products to ordinary Japanese investors. The FSA does not hand these out, you either wait years for one or you buy a company that already holds one. Metaplanet bought one. For $13 million.

One day apart. Gerovich bought the exact license category the new law empowers, the morning after the law cleared its biggest hurdle. He front-ran the regulation. That is what "pieces being put in place" meant.

Now read the filing language closely, because they told you the product roadmap in one line: BTC-related instruments, security tokens, and digital credit. Digital credit. Saylor's exact vocabulary, now sitting in a Japanese regulatory filing. Metaplanet is importing the Strategy capital stack into the largest pool of idle savings on earth, ¥1,190 trillion in household deposits earning nothing, right as the tax penalty for touching crypto gets cut from 55% to 20%.

And understand the arbitrage window. SBI has already filed for Bitcoin ETFs targeting ¥5 trillion in AUM, but the regulator is targeting fiscal 2028 for first approvals. That means for roughly two years, between Siiibo closing and ETFs arriving, a licensed Metaplanet Securities can be effectively the only regulated channel selling Bitcoin yield products to Japanese retail. First mover, in a market with no incumbent, with the regulator actively paving the road.

So here is the map I think from today

Late June or July: the bill goes to the upper house, where passage is widely expected. No vote date is set yet. My call is it clears before the parliamentary session ends. This is the starting gun.

July: Siiibo closes, renamed Metaplanet Securities, pending regulatory sign off on the change of control. The Metaplanet Card launches this summer alongside it. The retail front door opens.

Q3 to Q4: the first BTC-linked bond issues through the Metaplanet Securities platform. This is my highest conviction call. Siiibo's entire specialty is online corporate bond issuance, over 100 offerings for 40+ companies. The fastest product to market on those rails is a yen bond with BTC-linked yield, backed by the 40,177 BTC treasury. Digital credit.

Q4: the Mars and Mercury re-filing with the Tokyo Stock Exchange. Eight quarters of income business track record by the November print, an in-house securities arm to support distribution, and a regulator that just reclassified the underlying asset as a financial instrument.

October: TOPIX decision. A licensed securities subsidiary, a card business, a media arm and an options desk is the counter-argument, filed and operating.

Q1 2027: Mars and Mercury list. First perpetual preferreds in Japanese market history.

Fiscal 2027: the new securities framework takes effect. Crypto becomes a financial instrument in law, and the Tokyo Stock Exchange has signaled crypto ETFs could list as early as this window.

Winning.

[THE BITCOIN PHARAOH @thebtcpharaoh]

Metaplanet Securities / Siiibo acquisition

It's been a minute since #Metaplanet gave us something fun to talk about.. So here's what happened, and my read on it in case anyone's interested.

Today, Metaplanet announced its first acquisition: ¥2.1 billion (~$13M) in cash for 100% of Siiibo Securities, an online corporate-bond platform that will be renamed Metaplanet Securities. Closing July 13, wholly owned by August. The impact on 2026 consolidated results will be minor, at 0.46% of the company’s ¥457.6 billion Bitcoin NAV. The strategy behind it though, is anything but minor.

Start with what they paid. Siiibo earned ¥156M of revenue in FY2025 and lost ¥175M doing it; net assets are ¥587M. Metaplanet paid 3.6x book for a business that has never been profitable. The filing explains the premium in its own pricing rationale, and the first factor listed is telling: the total costs and time-to-market benefits of obtaining a new Type I Financial Instruments Business registration from scratch. A Type I license is what lets a firm structure and sell securities to the Japanese public. This is a license acquisition. So they bought time, not earnings. And that can be worth a lot.
And 3.6x book is cheaper than it looks. Most of Siiibo’s ¥587M net assets is regulatory capital any Type I operator must hold regardless. The cleaner read: Siiibo’s capital stock alone is ¥1.6B and it burned ¥497M over the last three years — the VCs behind it are exiting a seven-year build at roughly cost. Metaplanet paid less than it cost to create the asset. The caveat though is that the headline isn’t necessarily the full commitment: the filing flags capital injections and parent loans for the growth phase, on top of the ¥175M annual burn.

The reference deck shows what the license is for. Its cover promises to bring “Yield” to Japan, against a dormant ¥1.190 quadrillion opportunity: total household financial assets, ¥1,140 trillion of which sits in cash and deposits. And the first product category, issuance planned: Digital Credit — perpetual preferred shares backed by Metaplanet’s 40,177 BTC.

On May 13, Metaplanet flagged that the TSE listing of its MARS and MERCURY preferred shares is taking longer than expected. Japan has never listed a perpetual preferred — Metaplanet’s would be the first — and the exchange wants preferred dividends backed by recurring cash flow proven across market conditions before they allow it. On June 9, the company cut the floor exercise price on its 27th-series warrants from ¥298 to ¥187, with nothing exercisable below 1.01x mNAV. So while Metaplanet works through the regulatory roadblocks to get the prefs listed, it needs to start building the operating cash flow the exchange wants to see — and with the equity engine parked too, both routes need an answer.

Siiibo is the route that needs neither. Its entire platform is selling unlisted, privately placed bonds online to vetted investors — and today’s notice says Metaplanet will explore “the offering of private placement debt products leveraging the Group’s credit profile and Bitcoin treasury strategy.” The JPY yield products don’t have to wait for the TSE. Better still, the distribution and structuring fees a securities arm earns are exactly the recurring cash flow the exchange asked to see. The acquisition routes around the listing delay and answers the exchange’s objection at the same time.

It also completes a stack. Metaplanet issues preferred shares — Class B is outstanding, the perpetual shelf was filed in August 2025. Metaplanet Asset Management, established in the US in March, structures. Metaplanet Securities distributes — “a direct channel to develop and distribute Bitcoin-related financial products to investors.” And the deck draws the flywheel openly: platform cash flow funds preferred dividends and expands preferred issuance capacity — “More BTC. More Cash Flow. More BTC.”

The language signals more to come. The filing calls this the “first major M&A transaction” under Project Nova, and the deck lists the registrations under consideration next: crypto-asset exchange, OTC derivatives, custody, lending, asset management. Funding is cash and borrowings.

If this feels familiar, it should. In July 2025, Simon (@gerovich) floated using the Bitcoin stack as collateral to buy cash-generating businesses — a digital bank in Japan was the example — and the idea was widely panned as a loss of focus. Eleven months later, that exact playbook just executed: borrow against the BTC if needed, buy a regulated financial business, point it at the treasury. The instrument changed — a securities firm is a faster, cheaper license than a bank — but Phase II didn’t die.

The downside is a small, money-losing broker burning ¥175M a year — 0.04% of NAV. The upside is a regulated sales channel into the largest pool of yield-starved savings on earth, and a second engine for BTC-per-share growth that doesn’t need mNAV above 1 or a TSE rulebook that doesn’t exist yet. If Digital Credit launches, Metaplanet sells yen yield to Japanese households and converts the proceeds into Bitcoin at the HoldCo layer.

The Pharaoh’s view: most treasury companies talk about adoption; Metaplanet spent 0.46% of its balance sheet on its own distribution because Japan’s market infrastructure is holding them up. I’m (very) long the stock with a long term view, and expect the team to continue executing and building what will become the most valuable company in Japan. Not financial advice - don’t do what I do.

Filings (TDnet):
Share transfer agreement (EN): https://t.co/ptVQcA7mEf
Supplemental deck (EN): https://t.co/8ynNg19W8o
Japanese original — notice: https://t.co/qkl5RtRyIT
Japanese original — deck: https://t.co/GCN05SbzxO
All disclosures: https://t.co/NHqR6xN3qf

$MPJPY $MTPLF

[THE BITCOIN PHARAOH @thebtcpharaoh]

The Holy Grail Is a Coupon, Not an Instrument

Everyone’s calling perpetual preferred equities the holy grail for Bitcoin treasury companies.

They’re only half right though. And the half they’re wrong about is going through its first major stress test.

Here’s the actual mechanism.

The structural problem for any BTC treasury company is funding mismatch: you hold a volatile, non-cash-flowing asset and you need permanent capital to keep stacking — without diluting common at the bottom or taking maturity risk you can’t refinance through a bear.

Perpetual preferred is the cleanest answer to that one problem:

→ No maturity wall. This is the whole game. Term debt is what kills levered BTC holders — a refi date that lands in a drawdown turns a paper loss into a forced sale. Perpetuals have no principal repayment date. No calendar event can margin-call your premium.

→ Coupon, not conversion. Pure preferred (the $STRC / $STRF / $SATA / etc. family) pays a yield instead of selling your upside at a strike, like a convert does.

→ It decouples capital raising from your common’s mNAV. This is the underrated edge. ATMs and moving-strike warrants are reflexive — they work at high mNAV and shut off exactly when you need them most. Preferred is counter-cyclical capital… if the coupon is funded by something other than the equity premium.

That “if” is the entire argument.

A 11.5-13% coupon on a non-yielding asset is a cash-burn machine unless you have a non-equity funding source. This is why the #Metaplanet’s options-income engine is more consequential than it may seem. Not to mention, if they’re able to execute on Project Nova and bring in real operating cash flow.

Strategy funds part of its preferred dividends through fresh ATM issuance. Which is fine — until the common can’t support the ATM.

So $MSTR followed $ASST and went further: build a USD reserve sized to pre-fund 12–24 months of coupons. Smart — it buys runway so you’re likely never a forced issuer at the bottom.

But read what it actually does. A reserve doesn’t solve the funding mismatch — it puts it on a countdown. If we’re unlucky enough to have a prolonged bear market, at month 18 the war chest is empty and you’re back to the same question: refill it from a recurring non-equity source, or from more preferred, more ATM, or sell some BTC? If it’s the latter, you’ve just rebuilt a maturity wall — a soft one, measured in months of runway instead of a refi date. Same critique as term debt.

The deeper flaw: a static reserve depletes linearly and refills only by returning to capital markets — which are shut in the exact drawdown it was meant to survive. Options income refills automatically and counter-cyclically: vol spikes → premium rises → the reserve tops up precisely when you need it. A USD reserve is strongest when you don’t need it and weakest when you do. A reserve is a clock. Options income is an engine.

So here’s the part the “holy grail” crowd skips:

Perpetual preferred is SENIOR to common. That’s the point and the risk. In a deep drawdown, preferred holders are ahead of you in the stack. The common holder eats the volatility so the preferred can sleep. “Preferred is great” is a sentence spoken from the issuer’s chair — it quietly transfers tail risk downward. Know who’s holding the bag.

The Pharaoh’s view:

Perpetual preferred isn’t the grail.

The actual grail is coupon coverage funded by a non-equity source. The preferred is just the wrapper that lets you express it. A USD reserve buys time; only a recurring income engine buys permanence.

Strategy has the deepest listable market. Metaplanet has the better coupon engine — options income rises when vol spikes, which is precisely when you need it. Neither has married both yet.

Whoever does first, wins.

$MPJPY $MTPLF

[THE BITCOIN PHARAOH @thebtcpharaoh]

Confessions of a Haunted Bitcoiner

Nobody warns you about the part that actually gets to you. It isn’t the volatility. It’s the loneliness of the volatility. I can stomach watching half the number evaporate — a 50% drawdown isn’t a crash, it’s a sale on the scarcest monetary asset humanity has ever invented. What I can’t stomach is sitting in a Bavarian lakeside town this summer, the water so still it looks photoshopped (no, I’m not German, I just enjoy the cooler weather) — while my brother-in-law explains to me, slowly, like I’m a golden retriever, that bitcoin “isn’t backed by anything.” This, while he carries a currency backed by the feelings of a committee that meets eight times a year and has never once been early.

Because I’ve done the work. Thousands of hours, between podcasts, books, articles etc. And then you’re stuck. You sit across from people you genuinely love, who built businesses or went to top universities, but you still can't hand them the one thing you’re surest of in this life. You watch the words leave your mouth and die in the air. “Inflation is policy.” Nothing. You’ve said something profound to a man squinting at the bill to see if service is included.

So you stop. Not because you stopped believing — because you’ve learned, at real cost, that conviction and evangelism are different muscles, and the second one only ever cost me. The early bitcoiner’s true discipline was never holding through an 80% crash. It’s holding your tongue at brunch while someone calls your life’s thesis a Ponzi between bites of a croissant they bought with money engineered to be worth less by the time they finish it.

And here’s the confession underneath the confession — the haunting part. A small, ugly corner of me wants the price to keep bleeding. Not for me. For the vindication. So they’ll finally see. And I despise that corner, because I already know the ending: the converts arrive years late, exhausted, having “figured it out themselves,” and I’ll have to swallow the most expensive three words in the English language — I told you — smile, and pour the wine. Because being right early and being right late feel exactly the same from the inside. The only difference is who got paid, and whether you stayed someone people still wanted at the table.

That’s the trap nobody mentions. It’s lonely being the only one who sees the iceberg. But you can’t save the ship by screaming “ICEBERG” louder — you just become the iceberg guy, and now you’re not even right anymore, you’re exhausting, and exhausted.

So you make a quieter peace with it. The math doesn’t need their approval. 21 million is 21 million whether anyone claps, whether your brother-in-law ever comes around, whether the number is at 60K or 600K this particular haunted Sunday.

But here’s the part I didn’t expect. You spend years being the only one at every dinner table — and then you find the others. Not at the table. But here on X. It turns out the whole time I was losing the argument at brunch, there was a deck full of people on the other side of this screen squinting at the same iceberg, doing the same math, biting the same tongue at their own family dinners. We’re not an echo chamber — an echo chamber agrees on conclusions. We argue about everything: cycle tops, treasury structures, whether Saylor’s a prophet or a margin call away from his next podcast appearance. What we share isn’t an answer. It’s the humility to question everything we once knew, and the foresight.

I used to think being early meant being alone. It just meant being early to the wrong room. This is the right one.

Now let's ride this bear to zero or a million 😎

#Bitcoin $MSTR $MPJPY $MTPLF

[Adam Livingston @AdamBLiv]

Everyone keeps acting like common equity issuance is automatically accretive above 1.0x mNAV, as if Strategy is some clean little all-common Bitcoin wrapper with no senior claims, no preferreds, no debt, and no diluted-share math.

Then Strategy gets on the earnings call and says that BPS accretion is the primary goal. They also say that mNAV is one input.

They also say breakeven for accretive MSTR issuance is around 1.22x.

Why?

Because their actual test is: ADSO Market Cap > BTC Reserves.

They are literally using assumed diluted shares outstanding, then asking whether the fully diluted common equity value exceeds the Bitcoin reserve value.

Once you have debt and preferred equity in the stack, 1.0x mNAV stops being the magic accretion line because common shareholders do not economically own the full BTC reserve free and clear.

The denominator changed, the capital structure changed, and that means the accretion threshold changed.

That is why the slide shows:

BTC Reserves: $64B
Basic Market Cap: $59B
Net Debt + Pref: $20B
Enterprise Value: $79B
ADSO Market Cap breakeven: $64B

So the BPS-accretive threshold happens when ADSO market cap reaches BTC reserves, while the enterprise value mNAV shows roughly 1.22x.

1.0x mNAV is caveman math, and 1.22x is the capital-structure-adjusted breakeven.

CEBE says common shareholders should care about their economic BTC exposure after senior claims.

Strategy’s slide says the mNAV breakeven changes when the capital structure changes.

Those are not the same exact metric.

But they are solving the same problem, that gross BTC per share is incomplete without understanding the claims stack.

With CEBE mNAV, the accretion threshold is still 1.0x, but the denominator is already adjusted for senior claims.

The 1.22x number exists because Strategy is no longer a simple all-common Bitcoin wrapper.

It is a structured capital markets machine wrapped around a Bitcoin reserve.

The people still yelling “1.0x mNAV” are doing balance sheet analysis with a Fisher-Price calculator.

[Adam Livingston @AdamBLiv]

“Hey guys, I’m bullish Bitcoin. I think it becomes the bedrock of a new sound money system. I also believe the largest corporate holder of Bitcoin is going to be liquidated immediately because the company that raised $25.3 billion last year has absolutely no way to deal with $6.7 billion of debt before Bitcoin goes to zero.”

the doomer boomer bears are absolutely losing it

[Simon Gerovich @gerovich]

A lot of pieces are being put in place right now at Metaplanet. Individually, none of them tell the full story. Together, they will. We are working harder than at any point I can remember to get them right. I wish I could share more. Soon enough, the picture will speak for itself. We are building this company for the long term, and for every shareholder who is along for that journey.

いまメタプラネットでは、様々な取り組みが少しずつ形になりつつあります。個別に見ても、全体像は見えてきません。すべてが揃ったとき、初めて意味を持ちます。私たちは、これまでにないほど真剣に、その一つひとつに向き合っています。今はまだ多くを語れないのが歯がゆいですが、時が来れば、自ずと見えてくるはずです。私たちはこの会社を長期視点で築いています。そして、その歩みを共にしてくださるすべての株主の皆様と共に。

[THE BITCOIN PHARAOH @thebtcpharaoh]

The Endgame: A Multi-jurisdictional Black Hole

A black hole doesn't chase matter. It bends space until everything nearby has no choice but to fall in.

In August 2020, @DylanLeClair predicted the next phase of the monetary endgame (https://t.co/h5MXcqYnfk): publicly traded companies running a speculative attack on the dollar — borrowing at artificially low rates and buying Bitcoin. He called it years early, and exactly right.

Today Strategy holds 843,738 BTC. #Metaplanet holds 40,177. What Dylan described is now a structure — and the structure has two properties the market still hasn't priced.

It is multi-asset-class. The hole doesn't only eat cash. It eats equity — shares issued above net asset value and converted to Bitcoin. It eats debt — convertibles and preferreds priced at yields their lenders will spend the next decade regretting. Every layer of the capital structure becomes an on-ramp.

It is multi-jurisdictional. It started in the US. It crossed to Japan. The next wave runs in euro, won, lira, real. Every fiat jurisdiction becomes a feeder — and there is no central bank that can coordinate a defense, because there is no center to defend.

Strategy is already feeling its way through Europe — a preferred is live, but every European market needs its own listing, so the deepest dollar pool stays the priority. Metaplanet runs the same play from the other side of the world, and is further along than people realize. They are already cross-listed in Germany under the ticker DN3, giving European investors direct exposure today. I expect them to launch preferreds in the US first — tapping dollar yield directly — and roll the instrument into Japan, and potentially other Asian or European markets with yield-seeking capital pools next.

So how do you price a black hole?

Not with a P/E ratio, and not with discounted cash flow. A black hole has no earnings to discount. It has mass, and it has a rate of accretion.

This is why $MSTR and $MPJPY should trade above the Bitcoin they hold — a premium to net asset value. The stack is the mass already consumed. The premium is the market pricing the rate of consumption: how fast and how far each share pulls in more Bitcoin.

A static pile of Bitcoin is an ETF — it trades at NAV, because nothing compounds. A company that issues stock above NAV, borrows in fiat at coupons the stack will outrun, and converts operating cash flow to Bitcoin grows the Bitcoin behind every share on three engines at once. That accretion is the asset. The premium is its price.

Of the three engines, one runs on belief. The equity engine's fuel is the premium — sell shares above NAV, buy Bitcoin, raise Bitcoin-per-share, repeat. Let the premium collapse to NAV or below and that engine stalls, because you cannot accrete Bitcoin per share by issuing stock at or beneath what you already hold (note there some caveats here because you can monetize the volatility). The other two engines keep running — debt and preferreds still draw, operating cash flow still recycles — but slower, with more balance-sheet risk if Bitcoin keeps drawing down. Scale is what lights the other two engines: a balance sheet big enough to issue debt and preferreds at scale, and in the case of Metaplanet, an options book deep enough to monetize. The smaller treasury companies stuck on one engine have no fallback when the premium goes. Pricing a black hole means pricing the durability of its gravity across all three.

@jackmallers said it best on his podcast this week, and everyone reading this needs to hear it: NO ONE IS COMING TO SAVE YOU. The debasement of your currency is not an accident the state is working to fix — it is the policy. There is NO rescue coming.

There are two ways to win this. Self-custodied Bitcoin is how you exit the old system — not your keys, not your coins, that rule does not bend. Owning the treasury companies leading the charge is how you profit from the speculative attack on it, in a way you cannot personally — they have the capital structure and the market access to weaponize fiat against itself at scale. The stack is your defense. The shares are your offense.

And the offense feeds the defense. Own the vehicles. Let their flywheel compound Bitcoin per share. Then rotate proceeds back into cold storage. The shares are not the destination — they are the route to more sats.

The Pharaoh's view: the speculative attack was the opening move. The black hole is the endgame. The companies that win it won't be the ones holding the most BTC today — they'll be the ones whose black holes pull from the most jurisdictions and the most asset classes. The wider the event horizon, the more capital it captures. And a black hole only runs one direction.

[THE BITCOIN PHARAOH @thebtcpharaoh]

Every textbook says fiat dies the same way: a speculative attack.

1992: Soros borrowed pounds, and sold them for marks. The Bank of England burned tens of billions trying to defend the peg, and lost. The pound devalued 25% in a week.

1994: Investors rotated out of pesos into dollars as Mexico's foreign reserves drained. The Banco de México burned through $25 billion before abandoning the peg. The peso halved within days.

1997: Thai baht traders forced the Bank of Thailand to abandon its dollar peg. Five Asian currencies caught fire within twelve months.

1997: South Korea exhausted its reserves defending the won. The IMF stepped in with a $58 billion bailout — the largest in history at the time. The won lost half its value.

2001: Argentine savers quietly converted pesos to dollars at the margin. The corralito froze accounts. The peso lost 70% when the peg finally broke.

Every textbook attack runs the same five-step mechanic:

1. Sound money exists outside the local currency.
2. Holders rotate at the margin.
3. The central bank defends with reserves.
4. Reserves deplete.
5. The peg breaks. The currency collapses.

Bitcoin is the same attack — and it's been running quietly for sixteen years.

The "outside money" is digital, decentralized, and uncensorable. The "holders" are anyone with an internet connection. The "central bank" can't print Bitcoin to defend.

Hugo Stinnes ran a corporate version of this playbook against the Reichsmark a century ago. He borrowed marks at fixed terms and converted them into industrial assets — factories, mines, ships, real estate. When Weimar hyperinflation hit in 1923, his debts evaporated and his empire stood. He died one of the richest men in Europe.

Saylor figured out the digital version. He's not "diversifying treasury." He's running a textbook speculative attack — borrowing dollars at low fixed coupons, converting them to Bitcoin, waiting for fiat to debase.

The asymmetry is simple: every dollar borrowed is repaid in weaker dollars. Every Bitcoin held gains in real terms.

Always short the dollar.

Metaplanet is running the same playbook in yen. They are not just "hedging the balance sheet." Japan printed roughly ¥700 trillion in the last decade and the yen sits at multi-decade lows. The BTC trade is twice as good there because the currency leg is already collapsing.

The CEOs who haven't joined yet aren't being conservative. They're being slow.

The Pharaoh's view: sixteen years in, this is the most successful speculative attack in monetary history. And the snowball is just getting started. The only question is who's positioned when the unwind accelerates.

[THE BITCOIN PHARAOH @thebtcpharaoh]

Strive ($ASST): Deep Dive. What's Priced In After a ~100% Run.

ASST has been the darling of the BTC-TC sector over the past few months — up about 100% in three months on the back of the $SATA pref machine finding institutional yield buyers, the Semler Scientific acquisition closing, and #BTC seemingly finding at least a local bottom. New money has been chasing in. Existing holders of $MSTR, $MPJPY/$MTPLF, and others have been rotating or considering rotations. The recent run has been earned by execution and comes off a low base (following an exremely deep correction), but it's changed the risk/reward and entry valuation; and if we’ve learned anything from the experience of the past year in the BTC-TC space, it’s that valuations matter.

I thought to do a deep dive on what people are actually buying at today’s price ($16.79) and 1.35x EV mNAV, and to try to answer the question of whether new positions should be built at these levels.

What ASST actually is
Strive is not one company. It's the product of three companies stitched together via reverse merger and acquisition:
→ Asset Entities — the original Nasdaq-listed entity, formerly a social-media finance platform
→ Strive Asset Management — Vivek Ramaswamy's existing RIA ($2.5B AUM) reverse-merged into Asset Entities in late 2025
→ Semler Scientific — the medical device company and BTC treasury operator absorbed in Q1 2026 via $311M of Class A issuance. The medical device revenue line you see today comes from this leg.

What sits inside the consolidated entity as of the Q1 10-Q (filed May 14, 2026), updated for post-quarter activity verified via 8-Ks:
→ BTC: 15,009 (mid-May, up from 13,627 at Q1-end)
→ Cash: ~$146M (per https://t.co/9whg9JdRZD, up from $95.1M at Q1-end)
→ Investments in preferred equity: $50.5M (ASST owns $50M of MSTR's $STRC)
→ Debt: $0 — Strive is fully debt-free as of May 12, 2026, when the remaining 4.25% Convertible Senior Notes due 2030 (held by the Semler Scientific subsidiary) were repurchased and cancelled (8-K, item 1.02)
→ SATA preferred: $437M outstanding at Q1-end (4.37M shares × $100 par), grown to $495.95M by mid-May
→ Class A common: 59.3M at Q1-end (up from 34.9M at YE 2025 — 70% Q1 dilution from the Semler acquisition consideration), grown to ~73M FD by mid-May
→ Class B common: 9.9M outstanding — the control class

The control structure. Per the March 2026 proxy: Vivek Ramaswamy holds 5.69M Class B (57.6% of class) and zero Class A common. The Ramaswamy 2021 Trust holds another 14.4% of Class B. Anson Frericks (Vivek's Strive co-founder) holds 10.3%. Combined, the founder bloc controls ~82% of the voting class while owning effectively none of the public Class A float. The company is authorized to issue up to 22.2 billion Class A shares — practically unlimited, though issuance has historically been at accretive levels per stated capital allocation policy so this doesn’t worry me much.

What's priced into 1.35x EV mNAV
EV today = ~$1.58B = FD common mcap ($1.27B at $16.79) + $496M SATA pref − $146M cash. No debt to add since the May 12 cancellation. Against $1.17B BTC NAV at $78K spot.

For ASST to maintain a 1.35x EV mNAV going forward, the market is pricing in continued execution on four specific dimensions: SATA velocity, BTC accumulation pace, contained operating cash burn, and BTC price cooperation. Each one is a lever that compounds or erodes the forward returns.

The four forces working on ASST simultaneously
→ Force 1 — SATA velocity engine. SATA outstanding velocity in real terms: $201M at YE 2025 → $437M end-Q1 → $495.95M mid-May. ~$295M of new SATA in roughly four months. Each pref dollar at $100 par buys BTC at spot without diluting common share count, so the trade is mechanically accretive to BTC-per-common-share regardless of where EV mNAV trades — the senior claim grows by exactly the BTC NAV added, leaving (B−P)/N unchanged at issuance and positive thereafter as BTC appreciates against the capped par claim. The real constraint on SATA isn't mNAV; it's servicing capacity for the 13% perpetual coupon, which is Force 2.

→ Force 2 — Compounding carry drag. Each new SATA dollar commits the company to a 13% perpetual dividend obligation. The forward annual dividend run-rate today is $64.5M on $495.95M of SATA. At $800M-1B of SATA by mid-2027 (plausible at current pace), it's $104M-130M annually. That obligation must be paid out of BTC stack appreciation, operating income, or fresh issuance.

→ Force 3 — Opex dilution. This is the part that perhaps many are overlooking. Q1 recurring operating cash burn — verified from the cash flow statement: $2.76M Q1 revenue against $14.00M of cash opex (fund management $1.42M + cash employee comp $6.52M [employee comp $13.05M less SBC $6.53M] + G&A $5.94M + marketing $0.12M) — works out to −$45M annualized. Investment advisory generates $5.4M annualized; medical devices add a few million more. The operating business doesn't come close to covering its own costs. That gap must be funded by Class A issuance, more SATA, or BTC sales.

Side note: this is a key differentiator for Metaplanet, who are in the opposite position of producing more operating cash flow than they expense.

→ Force 4 — Amplification refill in BTC-up scenarios. Strive reports amplification (debt + pref / BTC NAV) at 42.3% today. In BTC-up scenarios, this ratio drops mechanically unless ASST issues more SATA. Strive's stated approach implies continuous refill: keep amplification roughly in the 40-45% band by scaling SATA in proportion to BTC NAV growth. The refill gives common shareholders more BTC torque per share, but each refill adds compound carry. The amplification engine works in a bull cycle and hurts when the cycle turns.

The breakeven trajectory
Today's indifference breakeven (the mNAV at which issuing Class A common and selling BTC have identical impact on BTC/share – similar to what Saylor recently referred to on the MSTR Q1 earnings call) is 1.205x. With SATA's 13% cost-of-capital overlay raising the senior carry on each BTC dollar, the positive-carry threshold is ~1.335x. ASST today at 1.35x EV mNAV sits ~1.5% above the positive-carry line. This breakeven governs Class A issuance — including the opex-bridge dilution covered below — not SATA issuance, which is mNAV-independent. The 13% pref layer matters here because it raises the common-issuance breakeven, not because it gates the pref issuance itself.

The breakeven moves with SATA scaling. Projecting forward 12 months:
→ Today: S = $350M, D = $110M, B = $1.17B → indifference breakeven 1.205x; positive-carry 1.335x
→ Base case 12 months out (SATA $800M, BTC stack 20K, BTC at $100K): S = $650M, D = $164M, B = $2.0B → breakeven 1.243x; positive-carry ~1.37x
→ Bear case 12 months out (SATA $600M, BTC stack 17K, BTC at $65K): S = $520M, D = $128M, B = $1.11B → breakeven 1.356x; positive-carry ~1.49x
→ Bull case 12 months out (SATA $1.36B for amplification refill, BTC stack 25K, BTC at $130K): S = $1.18B, D = $247M, B = $3.25B → breakeven 1.287x; positive-carry ~1.42x

The bull case has the cliff getting closer to the bull-case mNAV but staying below it because BTC NAV grew. The base case has the cliff staying roughly where it is relative to mNAV. The bear case has the cliff rising to 1.36x — above ASST's current 1.35x. mNAV would likely compress; the math turns negative.

For the Base/Bear/Bull case price target scenarios - see image attached below.

It’s a pretty constructive outlook in the base and bull cases (I’m an eternal #Bitcoin optimist FYI). The bear case is brutal because all three dynamics turn against you simultaneously: BTC drops → BTC NAV shrinks → breakeven rises → mNAV compresses below it → opex still has to be funded → forced Class A dilution at lower prices.

The natural dilution problem
This is the structural reality independent of strategy. ASST's operating costs require ongoing funding from non-operating sources. At ~$110M of annual cash demand (SATA dividend + opex) and ~$5M of operating revenue, the funding gap is permanent until either:
→ AUM scales 20-30x ($50B+ to reach RIA fee breakeven against the current cost base)
→ Class A is issued continuously to bridge

At the second option's pace: 6-8M new Class A shares per year just to fund opex + cover the dividend obligations net of accretive SATA proceeds. That's structural ~8-10% per year Class A share count growth from operating needs alone, independent of any deliberate accretive issuance.

And that figure understates total Class A creation. SBC ran $6.53M in Q1 — ~$26M annualized, or roughly 1.5M Class A shares per year at current price. It's stripped out of the cash-burn calculation because it doesn't draw on the BTC stack, but it dilutes existing common one-for-one with the cash-funded issuance. Total structural Class A growth from non-discretionary sources is closer to 8-10M shares per year, or ~10-12% annually.
This dilution doesn't show up in headline mNAV math. It shows up over years as the share count grows faster than the BTC stack relative to bullish expectations. It's a silent erosion of shareholder value.

The Pharoah’s view
ASST is a credible BTC-TC vehicle running the most aggressive offensive design in the major-cap sector: highest senior dividend cost (13%), no operations buffer, multi-merger consolidation still settling, fully debt-free balance sheet, and a control bloc whose Class B voting power doesn't correspond to Class A economic exposure. The SATA machine is real, BTC accumulation has been real, and the recent rally has been earned by execution. The company is well-run for what it is.
Two things are also true.

First, the ~100% three-month run has shifted the risk-reward materially against new entrants. Early-March buyers entered at ~$8.34 and ~0.75x EV mNAV — they're sitting on massive gains with structural cushion ahead. New buyers at $16.79 and 1.35x EV mNAV are paying a fundamentally different price for the same forward asset. The bull case is still there; the bear case is much harsher from this entry.

Second, the carry framework applies harder to ASST than to MSTR. The breakeven mNAV rises as SATA scales. The opex gap forces continuous dilution regardless of strategy. The 13% senior layer is a high hurdle that only works in BTC-up cycles.

The trade
ASST at 1.35x EV mNAV is priced for a continued BTC bull cycle. If that's your base case, the convexity is here — the bull-case math is real and large. If you're more cautious on BTC's near-term path, the bear case is also real and the structural opex dilution erodes returns even in sideways markets.

The company is well-executed. The product is finding buyers. The math is tighter than the price implies because the breakeven rises with execution, opex requires continuous dilution, and the carry drag compounds.

Today's price already has a lot of the rerate baked in. The strongest risk/reward was (in hindsight, obviously) three months ago. From here, the question is whether your BTC view supports paying 1.35x EV mNAV— or whether you'd rather wait for a better entry. Only you can answer the BTC question, because I’m an eternal BTC bull.

[THE BITCOIN PHARAOH @thebtcpharaoh]

The 2029 $MSTR Convert Buyback Is Not What It Looks Like

It's been a while since I posted on MSTR because there's generally a lot of coverage - and I'd rather only post when I have something to add to the discourse. Like many of you probably, @saylor orange pilled me (MSTR class of 2022) and I haven't looked back since.

There's been some important developments lately, and I'd like to weigh in.

Saylor is an incredibly intelligent financial engineer (I'm sure even @JoshMandell6 would agree). And I think that reading friday's $1.5B convertible buyback as deleveraging actually misses the trade.

While it may look like they're just retiring less favorable debt for a 'healthier' balance sheet, the actual action is a clean short on MSTR's implied vol.

Here's how the numbers work out.
Strategy is buying back $1.5B of its $3B 0% convertible senior notes due Dec 2, 2029. Settlement around May 19. Conversion price: $672.40 per share. $MSTR price: ~$175. For these notes to convert into common stock at maturity, the stock has to achieve a 284% gain in 3.5 years (46% CAGR).

A year ago, $MSTR was $400+. Those same 2029 converts traded above par because the embedded call option had real conversion value. Today, with the stock at $175, that call is deeply out of the money. The bond traded at roughly 92 cents on the dollar.

Enter Saylor.

The headline trade.
$1.5B face retired for $1.38B cash. An 8% discount to par. Roughly a 2.3% annualized IRR on the debt itself. By bond-math standards, that's nothing remarkable.
But that's not the trade.

The actual trade.
The actual trade is the dilution being retired.
$1.5B face divided by a $672.40 conversion price equals approximately 2.23 million potential shares. If MSTR rerates above $672.40 by maturity, those shares would have been issued. Every dollar above $672.40 is equity dilution to existing holders.
So consider the asymmetry. If MSTR sees $1,000 by Dec 2029, those 2.23 million shares represent $2.23B of dilution Saylor just retired — an ~$850M saving vs. doing nothing. At $1,500, the dilution retired is $3.34B — nearly $2B in savings. And if MSTR stays below $672.40, the converts wouldn't have converted anyway, and Saylor still banks the $120M discount and clears the 0% debt early.

Who's on the other side.
Convertible arbs. When MSTR fell from $400+ to $175, their hedge worked. The embedded call decayed. Their position printed and now they want their capital back.
They sold optionality they had stopped pricing.
This is the equivalent of a cash-secured-put run in reverse. When implied vol on a name you have conviction in compresses, you buy back the convexity you originally sold. Saylor isn't selling vol here. He's buying it back.

Where this is wrong.
If MSTR stays below $672.40 through Dec 2029, the converts never convert. The buyback economics / return shrink to a small one. Not a disaster, but not the trade of the year. The asymmetry really pays if MSTR rerates. That's the bet Saylor is making.

Make of it what you will. Issuing the converts was Saylor selling MSTR's upside (even if he said otherwise at the time); buying them back is Saylor purchasing it. He's not telling you he's bullish — he's paying paying $1.38B to buy it back.

#Bitcoin

[THE BITCOIN PHARAOH @thebtcpharaoh]

THE JAPAN TRADE. weekend reading

Everyone's seeing the charts on their feed: JGBs hitting record yields. Yen >158. US 10Y >4.5%.
But do you understand what it actually means, and why it’s important?
I’m going to break it down here, and explain the implications and how it relates to Japan, the US, Bitcoin and #Metaplanet. Because believe it or not, Japan is probably the most important macro story in the world

1/ The data. JGB 10Y at 2.7% — highest since May 1997 (29 years). JGB 30Y at 4.00% — all-time record. JGB 40Y above 4% — first time any JGB maturity has been here in 30+ years. USD/JPY around 158, with the BOJ spending ¥5.48T ($35B) on intervention this month alone. This is not pocket change, and had little to no effect besides a short term bounce.

2/ But this isn't 1997. Look at the JGB 10Y chart (posted below). The yield is back where it last was in May 1997 — 2.70%. The country however, is not. In 1997, Japan's debt-to-GDP was ~100%. Today it's 248%. So it’s the same nominal yield, applied to a debt stack roughly 2.5x larger. Today's reported interest bill (¥13T) is still mild because most outstanding JGBs carry sub-1% coupons issued during the ZIRP/QE era — but every bond that rolls now reprices to today's curve.

3/ Which sets up an impossible trilemma. Three things Japan is trying to do at the same time: (a) keep debt service affordable, (b) prevent the yen from collapsing, (c) let rates normalize to reflect actual inflation. You can only pick two out of three.
— Pick (a)+(b): keep BOJ buying bonds to suppress yields, burn FX reserves to defend the yen. This is the path that got Japan to 46% BOJ ownership of JGBs and ¥5.48T of intervention in a single month. Every quarter the exit gets harder.
— Pick (b)+(c): let BOJ hike to close the US spread, yen stabilizes. But every 100bps higher reprices a ¥1,300T+ debt stack on rollover. Fiscal crisis looming.
— Pick (a)+(c): hike slowly, keep fiscal stimulus, let yen find its level. Yen drifts to 170, 180. Imported inflation crushes consumers. Foreign capital starts selling JGBs. Fiscal crisis through a different door. The trap is circular: every solution produces the problem you tried to avoid. That's why this isn't a riddle you can solve. It’s a can you keep kicking down the road, until the market eventually forces a choice.

4/ Then PM Takaichi said the quiet part out loud. She said "break free of the spell of excessive fiscal austerity." Her plan: ¥21.3T supplementary stimulus, a ¥122.3T FY26 budget (biggest ever, +6.3%), tax cuts and record defense spending. And the bond market is responding.

5/ The fiscal math doesn't work anymore. Interest spending in FY26: ¥13 trillion — about 10.6% of the entire ¥122.3T budget. Total debt service (interest + principal redemption): ¥31.3T, roughly one-quarter of the budget. Japan now spends about ¥1 of every ¥10 of its budget just on interest, before a yen is allocated to defense, healthcare, or anything else.
Sensitivity: every 1% rise in yields adds ~¥3–4T to annual interest cost in the near term as JGBs roll (MOF rule of thumb). Over a decade of full repricing across the ¥1,300T+ debt stack, it adds ~¥13T — effectively doubling today's interest bill.
The budget already had to bump its assumed bond rate from 2.0% (FY25) to 3.0% (FY26). The 30Y is currently quoting 4.00%.

6/ The BOJ wants to hike. It can't move fast. Policy rate is 0.75% (still negative in real terms). Core CPI forecast for FY26 is 2.5–3.0%. April PPI: +4.9% YoY and accelerating. Three board members already dissented for 1.0%. But every hike makes the fiscal hole deeper. They're trapped between inflation and insolvency.

7/ Which is why the yen keeps falling. US 10Y: 4.57%. JGB 10Y: 2.7%. Spread: ~190bps. As long as that gap exists and the Fed isn't cutting, the yen wants to weaken. Tokyo's ¥5.48T intervention may have bought them a few weeks, but it didn’t fix anything.

8/ Now the global piece — the carry trade. For a decade-plus, the world borrowed yen at ~0% to buy higher-yielding assets globally. Estimated notional: $350–500B+. As JGB yields rise and yen funding gets expensive, that trade unwinds. Japanese capital comes home. Foreign assets get sold. The biggest one: US Treasuries.

9/ That's why US 10Y just crossed 4.5%+. It's not only US inflation. It's the marginal Japanese buyer becoming a marginal seller. Japan holds ~$1.1T in US Treasuries — the largest foreign holder. If even 5% repatriates, that's ~$55B of supply hitting an already-fragile market.

10/ The deeper story is debasement. Japan printed ¥700T+ over the last decade. The BOJ balance sheet is now ~130% of GDP. They finally got the inflation they worked so hard for. The cost: yen debasement, a bond market revolt, and a central bank that owns half its own debt. There is no clean exit.

11/ Bitcoin is the hedge against exactly this. Debt monetization that can't be reversed. Currency as the release valve. Bond markets that have stopped trusting central planners. BTC corrected with bonds this week on the risk-off — but the structural reason it exists just became clearer.

12/ So the real question. Not "who owns BTC." Not "who's Japan-listed." Which balance sheet is actually built for this regime — capital structure designed for a debasing yen, a rising US 10Y, and a global capital pool that's starved for real yield? I think you can guess who that is.

13/ Metaplanet is the bridge architecture. Metaplanet ($MPJPY / $MTPLF / $3350.T) is the only treasury company designed to bridge three pools: a Tokyo-listed parent equity, US institutional appetite (the deepest BTC-proxy demand pool in the world), and Japanese yield-starved capital. Into one ecosystem. It’s a structural setup @gerovich and @DylanLeClair have been quietly putting together, while the market is too focused on the short term price action.

14/ The Japan engine is already running. 40,177 BTC on the balance sheet; the largest holder outside the US and third largest globally -> likely to jump to second by end of Q2. Perpetual preferred shares being built from scratch as a first time innovation with extremely high barriers to entry, albeit exact timeline is uncertain.

15/ The US engine is being built right now. I laid out the full chronology in detail in my last post. The short version: this didn't start last week. Apr 2025: Miami subsidiary established. Sep 2025: US Income Corp (BTC income generation, US jurisdiction). Dec 2025: Sponsored Level 1 ADR live ($MPJPY), Deutsche Bank depositary, MUFG custodian. Mar 2026: strategic-disclosure day — Asset Management + Ventures + JPYC investment, all on the same day. Thirteen months of compounding setup.

16/ The fee-waiver is the tell. Metaplanet opened a 60-day fee-free window for converting $MTPLF → $MPJPY ADRs, running April 13 to June 12, 2026. Translation: management wants the ADR float deep, clean, and institutionally ready before something lands on top of it.

17/ The likely product — and why it fits the macro. The most plausible first product is a USD-denominated perpetual preferred, run on the same 144A playbook Strategy used for $STRC / $STRD / $STRF. And the macro story is exactly what makes the two-pool structure powerful: Japan is yield-starved (a 5–6% coupon clears domestically), the US is yield-rich (BTC-treasury perps already clear at 10–14%). Metaplanet can issue into both worlds at their respective rates, building optionality and taking advantage of the two deepest capital pools in the world as they evolve over the coming years.

18/ No other company has this structural setup. A debasing-currency balance sheet, holding the asset that hedges debasement, raising in the world's deepest dollar capital market — while its home market produces the structural tailwind.

19/ What this means for the US and Bitcoin. For the US: Japan is the leading edge, not the exception. US debt-to-GDP is ~125%, the 10Y is 4.59% — the same arithmetic eventually applies. Higher rates → higher debt service → political pressure on the Fed → yield curve control, dollar debasement, or both. The US is roughly 10–15 years behind Japan on the same curve. Japanese repatriation is one of the reasons that curve is being pulled forward right now.
For the dollar: short-term strength as the yen weakens further. But every reserve currency with high debt-to-GDP and aging demographics ends up where Japan is. The dollar's privileged reserve currency status buys time, but we are already seeing this start to unwind.
For Bitcoin: BTC is the only macro asset whose supply is fixed regardless of what any central bank decides. When bond markets stop trusting central planners — and the JGB curve is the first to break that trust at scale — Bitcoin's value proposition stops being abstract.
Short-term, BTC trades with risk-on/risk-off. It sold with bonds this week. But the structural bid keeps building: corporate treasuries, sovereign accumulation, capital fleeing fiscally-trapped currencies. Each Japan-style episode makes Bitcoin's reason for existing more obvious, not less.

[THE BITCOIN PHARAOH @thebtcpharaoh]

Metaplanet's US Strategy: What Metaplanet Is Building in the US — Connecting Every Dot

Over the past couple of weeks, #Metaplanet management have been dropping clues that they are preparing something significant on the US side. We can all guess what it is (and there are several possibilities) but it’s becoming increasingly clear that something is in the works. Here’s what I’m seeing.

The chronological US buildout
A 13-month progression that doesn't look incidental when you line it up:
→ April 2025: Metaplanet Treasury Corporation (Miami) established — highlighted by COO Yoshimi Abe on May 7: "One year ago, we established Metaplanet Treasury Corporation in Miami, our first US entity." https://t.co/HchHevtxFs
→ July 2025: Establishment of US Holding Subsidiary and Share Transfer by Way of Contribution in Kind
→ September 17, 2025: Metaplanet Income Corp (US) established — specifically to operate the Bitcoin Income Generation business out of US jurisdiction
→ December 12, 2025: Form F-6 filed with SEC — registration of Sponsored ADR shares
→ December 19, 2025: SEC declares the F-6 effective. Sponsored Level 1 ADR launches under ticker $MPJPY with Deutsche Bank Trust Company Americas as depositary and MUFG Bank as custodian.
→ March 12, 2026: Strategic-disclosure day. Three coordinated filings drop together: • Establishment of Metaplanet Asset Management (US subsidiary) • Establishment of Metaplanet Ventures K.K. (Japan venture arm) • Investment in JPYC Inc. via Metaplanet Ventures

I want to pause here for a minute and share a excerpt from their own filing: https://t.co/q2L58LJaRY

This is the actual language from Metaplanet's March 12 filing announcing Metaplanet Asset Management:
"The Company sees an opportunity to establish a dedicated asset management platform to serve this market, bridging Asian and Western capital markets."
The same filing goes further. It explicitly names the product set: "perpetual preferred securities and related fixed income instruments, a category increasingly referred to as Digital Credit" — alongside "actively managed strategies… derivatives and structured positions, equity and credit strategies focused on Bitcoin treasury companies… index products and benchmarks."
Then it commits to the rollout: "The Company intends to announce specific funds, managed strategies, and structured products as they are launched, spanning the full spectrum of Bitcoin capital markets from yield instruments and fixed income to actively managed equity, credit, commodity, and volatility strategies."
This plan was disclosed two months ago in plain English in a filing on their website. This has been in the works for some time.
A perpetual preferred ("Digital Credit") is the most likely first product IMO. But it's the first product in a platform, not a one-off raise. Metaplanet Asset Management is the operating engine for a multi-product Bitcoin capital markets business — issued out of US jurisdiction, designed from inception to bridge Tokyo-listed parent equity, US institutional appetite, and Japanese yield-starved capital into a single ecosystem.

→ March 16, 2026: Capital Allocation Policy revised.
→ April 13, 2026: Metaplanet opens a 60-day fee-free window (Apr 13 to Jun 12) for converting unsponsored $MTPLF shares into sponsored $MPJPY ADRs. Removes the standard $0.05/ADR fee. More on this later.
→ April 26, 2026: Metaplanet lights up the Las Vegas Sphere with "Secure the Future with Bitcoin" — ~$450K/day for premium US institutional visibility. https://t.co/vOQO8nNQdk
→ April 27, 2026: High-tier sponsor of Bitcoin for Corporations at Bitcoin 2026 Conference (Venetian, Las Vegas)
→ May 7–13, 2026: Boston (and potentially other US cities) week-long institutional roadshow. Full senior team: Simon Gerovich (CEO), Dylan LeClair (Head of BTC Strategy), Yoshimi Abe (COO), Shinpei (IR).
→ May 13, 2026: Q1 FY2026 results filed. Same day, coordinated messaging: • Simon: Japan prefs listing "has taken longer than we initially anticipated… we appreciate that this has created uncertainty" — explicit admission of delay. Flagged monthly dividends as a structural feature that would also take time to build. https://t.co/C9lMVUZ3xy • Dylan: "Transforming capital markets is patient work. We will continue diligently, tirelessly, and without compromise, in Japan and abroad." The "and abroad" is not a slip. Shoutout to @swissBTCmaxi for catching that https://t.co/fPl7oRmc7N
Five US legal entities. Sponsored ADR with a major Wall Street depositary. Million-dollar Sphere/conference spend. CEO + COO + Head of Bitcoin Strategy + IR on a senior-roadshow tour. Coordinated same-day messaging.

The fee-waiver window is not a coincidence
Look at the calendar. The fee-free $MTPLF→$MPJPY conversion window runs Apr 13 to June 12, 2026. My projected announcement window for a US perpetual preferred (144A path) is mid-June to mid-July (more on this below). The waiver expires almost exactly when the announcement is expected to land.
This isn't coincidence. Before issuing a USD-denominated perpetual preferred under the same parent, you want the sponsored ADR — Deutsche Bank-backed MPJPY — trading with consolidated, deep, institutionally-clean float. So management compressed the MTPLF→MPJPY migration into a 60-day sprint that ends right as the new product needs the ADR liquidity to launch on top of it.

The pricing reality
A 5-6% rate works in Japan because Japan is yield-starved. It does not work in the US, where the comparable BTC-treasury perpetual prefs already clear at much higher yields - let’s just call it anywhere between 10-14% depending on the instrument and issuer.
If Metaplanet issues a USD perpetual preferred to clear at scale ($200–500M), the coupon almost certainly needs to be 12%+.

The EDGAR reality check
I went to SEC EDGAR to red-team this. Here's what I found:
→ Metaplanet Inc. (CIK 0002100603) has only TWO filings ever: the F-6 ADR registration and its EFFECT notice — both from December 2025. Zero filings in 2026.
→ Metaplanet Asset Management — no EDGAR registration. Not a filer.
→ Metaplanet Income Corp — no EDGAR registration. Not a filer.
→ Metaplanet Treasury Corporation — no EDGAR registration. Not a filer.
→ (Note: "Metaplanet AI Fund I, LP" exists on EDGAR with Estonian principals and AI focus — completely unrelated, just a name coincidence.)
This rules out an imminent NYSE/Nasdaq listing or fully SEC-registered F-1 IPO — those require scaffolding that we'd already see by now.
But it strongly supports a Reg S / 144A private placement path:
144A placements sell to qualified institutional buyers (QIBs) only
Don't require SEC pre-registration
Allow public marketing without quiet period (which is exactly what we're observing)
Can close in 4–12 weeks from pre-marketing
This is the same mechanism Strategy used for $STRC/$STRD/$STRF — initial 144A placement, eventual broader registration

The most likely scenarios, ranked
1. US 144A perpetual preferred. Issued by Metaplanet Inc. or Metaplanet Asset Management, structured like a $STRC clone (or possibly convertible like MERCURY). Sized $200–500M. Targets QIBs initially; broader exchange listing later.
2. Metaplanet Asset Management product launch. Could be a US-domiciled BTC treasury fund or managed strategy that institutional allocators buy into. Distinct from issuing securities directly. Fees on AUM become a revenue line.
3. $MPJPY upgraded from Level 1 to Level II/III ADR. Common stock dual listing on Nasdaq. Simpler, faster, no new instrument. But EDGAR shows no F-3 yet, so this would push to Q4 2026 at earliest.

Some of the scenarios may not be mutually exclusive.

Timeline
If 144A path (most likely):
Roadshow start: May 7 ✓
Anchoring institutional orders: 3–6 weeks
Announcement window: mid-June to mid-July 2026
Pricing and close: 2–4 weeks post-announcement
144A listing / QIB trading start: late July to early August 2026

Closing thoughts
@Strategy is running the best capital markets playbook in financial history. @Strive is doing a fantastic job and punching above its weight.

But the loudest stories aren't always the biggest ones.
Metaplanet is building something none of the others have. Don't write off the dark horse just because there is a new flavor of the month.

They've been training. And they're ready to sprint.

[HonestJoe @HonestJowe]

@ryQuant @Strategy @saylor @phongle @natbrunell In that scenario, sli imagine Strategy has bid up the price so hard that smaller treasury companies can't meaningfully add bps, even with their smaller balance sheet. Then it's about who can better use their balance sheet to add value. Better have an A+ management team.

[HonestJoe @HonestJowe]

@thebtcpharaoh Great take. I think the u.s. domiciled stuff is being under-appreciated.

[THE BITCOIN PHARAOH @thebtcpharaoh]

#Metaplanet Q1 2026 results were announced today - which I read through in detail. I don’t want to restate the obvious things, so will try to just focus on what stood out to me, in addition to my read on Simon’s two posts from today, and what all this means for what we can expect this year.

1/ BIG FY2026 guidance
No surprise in the results themselves, and guidance for the year maintained.

2/ Credit facility
The Q1 filing states $302M drawn against the $500M BTC-collateralized facility as of May 13. This is not inline with the MP analytics page, which shows $247M drawn against the facility, with a separate $50M of 0% ordinary bonds from EVO Fund (20th Series, issued April 24). Has there been an additional ~$55M facility drawdown recently, not yet reflected on the dashboard?

3/ Disclosure timing on BTC purchases clarified
Many on X have been questioning why BTC purchases announcements have been only coming at the end of the quarter. Slide #32 of the Q1 presentation addresses this point directly. Direct BTC purchases are announced promptly. BTC acquired via BIG (i.e., through put assignment) is only announced once transferred from the BIG segregated collateral to the long-term treasury.

4/ The most important thing I read

From the Q1 disclosure:

“In April 2026, the Company newly established ‘Metaplanet Asset Management Inc.,’ a U.S.-based asset management subsidiary.

These initiatives extend the Company’s footprint beyond its core Bitcoin treasury strategy into adjacent financial infrastructure, including the Bitcoin Income Generation business line, preferred shares, and stablecoins… These initiatives constitute a core component of the Company’s ‘Digital Credit’ strategy.”

Read that carefully. Preferred shares are listed as a business line — alongside BIG and stablecoins.

The way I read this, is that they are telling us that issuing prefs is part of MAM’s core business, and given it’s a US-domiciled subsidiary, we could be looking at a US pref listing on the back of the US roadshow. Esp in light of the prolonged process to get prefs listed in Japan.

When it was announced on March 12th, they had also described MAM as “bridging Asian and Western capital markets by structuring regulated bitcoin-related investment products and providing advisory services around digital asset capital formation.”

SIMON’S TWO POSTS IN THIS CONTEXT

The language was pretty clear. The discussion is very much alive, but two things are needed to satisfy the regulator: 1) a clear track record of an ability to service the dividends using operating cash flow, and 2) the actual infrastructure is being built, to enable monthly div payments etc.

All this means is, it will take time. And IMO, that pushes out my expected listing date to Q1-2 2027. All the more reason why a US listed pref in the meantime would make a lot of sense. I have no doubt that @gerovich and @DylanLeClair understand and feel the urgency to get something in place fast.

THE MERCURY REDEMPTION

One important piece of info to keep in mind is that MERCURY carries a cash redemption right exercisable on the 20th business day after December 29, 2026 if listing doesn’t happen by then.

CLOSING THOUGHTS

The market is currently offering Metaplanet at below the book value of its BTC stack. You’re being paid to take the optionality. The market is treating the stack as worth less than spot BTC and assigning zero value to the business built on top of it.

The team is best in class. Metaplanet is very much alive. The mispricing is an opportunity. $MPJPY $MTPLF

[Michael Saylor @saylor]

My latest thoughts on $BTC, $STRC, and $MSTR with @TheBonnieChang and @davidlin_TV at Consensus 2026.

0:00 - Strategy’s Bitcoin sale controversy
0:36 - Why Strategy may sell Bitcoin
3:12 - “Never sell your Bitcoin” explained
4:40 - How Strategy buys more Bitcoin than it sells
6:33 - Michael Saylor’s Bitcoin accumulation philosophy
8:04 - Using Bitcoin liquidity and market arbitrage
11:14 - Responding to Ponzi scheme criticism
13:32 - STRC trading patterns and Bitcoin buying
15:05 - What really drives Bitcoin’s price
17:58 - Bitcoin, macro risks, and Fed policy
19:43 - Bitcoin as digital capital and digital credit
21:52 - Strategy’s dominance in preferred stock issuance
23:09 - AI, digital credit, and Bitcoin’s future
24:36 - Saylor’s childhood inspiration and MIT story

[Jeff Walton @PunterJeff]

Sat down with @coffeebreak_YT today on Bitcoin and Digital Credit.

His edit will drop soon. Posting the full raw hour for anyone who wants the unfiltered version.

Enjoy

[HonestJoe @HonestJowe]

RT @saylor: The Digital Transformation of Capital, Credit, and Money $STRC