Announcement of Share Transfer Agreement for Metaplanet's Acquisition of Siiibo Securities (Consolidation as Subsidiary) and Planned Name Change to Metaplanet Securities Co., Ltd.

Metaplanet Co., Ltd. (hereinafter referred to as "Metaplanet") announces that, based on authority delegated by the Board of Directors, the Executive Committee held today resolved to acquire all issued shares of Siiibo Securities Co., Ltd. (headquartered in Chuo Ward, Tokyo; Representative Director: Kazuki Komura; hereinafter referred to as "the Company") and make the Company a wholly-owned subsidiary of Metaplanet (hereinafter referred to as "this share acquisition"). On the same day, Metaplanet concluded a share transfer agreement (hereinafter referred to as "this agreement") with certain shareholders of the Company (collectively referred to as "the transferors"), and hereby provides the following details.

Following the closing of this share acquisition and upon completion of prescribed procedures, the Company plans to change its corporate name to Metaplanet Securities Co., Ltd.

Details:

1. Background of the Share Acquisition

(1) "Project Nova" – A Medium-to-Long-Term Strategy to Build a Bitcoin-Centric Ecosystem

Metaplanet has positioned Bitcoin (hereinafter "BTC") as a long-term reserve asset, aiming to deliver sustainable value to shareholders and investors. Since 2024, as a pioneering listed company in Japan, Metaplanet has actively advanced a Bitcoin treasury strategy. As of the end of May 2026, Metaplanet holds 40,177 BTC (net asset value of 457.6 billion yen), ranking third globally and first in Japan in terms of Bitcoin holdings.

Currently, the transition toward a new capital market based on digital technology is rapidly advancing in both Japan and global markets. In Japan, initial infrastructure development centered on stablecoins and tokenized bonds is steadily progressing, making the digitization of financial and capital markets an irreversible trend. In response to these environmental changes, Metaplanet has positioned "Project Nova (※)"—a medium-to-long-term strategy to build a financial platform and ecosystem centered on Bitcoin—as a core pillar of its group-wide strategic vision.

This share acquisition represents the first major M&A transaction to realize "Project Nova." By bringing a Type I Financial Instruments Business Operator into the group, Metaplanet is taking its first concrete step toward building a Bitcoin ecosystem. Going forward, Metaplanet will proactively advance strategic initiatives to complement and strengthen its Bitcoin treasury operations through the continued execution of Project Nova.

※Project Nova: Metaplanet’s medium-to-long-term strategy aimed at constructing a financial platform and ecosystem with Bitcoin at its core. The strategy seeks to contribute to the development of Japan’s digital asset industry and enhance international competitiveness through asset management, venture investments, and financial infrastructure development. In the future, Metaplanet will promote investments in and partnerships with companies that form the foundation of Bitcoin in Japan, including digital asset custody, stablecoin payments, and Bitcoin-related software and hardware.

(2) Strategic Complementarity Between Siiibo Securities’ Business Policy and Metaplanet

The Company has positioned its mission as "creating free, transparent, and fair direct finance." Registered as a Type I Financial Instruments Business Operator, it has been a pioneering player in developing Japan’s domestic retail corporate bond market, which is gaining attention amid rising interest rates. As an online platform for retail corporate bonds, it holds one of the highest transaction volumes in the industry. The Company has operated an online platform focused on private placement corporate bonds, supporting the issuance (underwriting and solicitation) of bonds for over 40 companies and 100 bond issues in the emerging market segment known as "venture debt." By providing investors with certain assets and financial literacy access to new corporate bond investment opportunities, the Company has delivered new value by making corporate bond investments—traditionally limited to institutional and high-net-worth investors—accessible online to individual investors. This offers a simple investment opportunity: earning regular fixed-rate yen-denominated interest income (income gain) from promising companies they wish to support. The Company possesses (i) a license for financial product structuring and distribution under its Type I Financial Instruments Business registration, and (ii) an existing customer base comprising individuals and corporations. These assets provide high strategic complementarity to Metaplanet in two critical areas required for building a BTC ecosystem: a financial instruments business license and direct access to investors. With the Company becoming a wholly-owned subsidiary of Metaplanet, it will become possible to develop and offer new income-generating financial products—such as BTC-linked bonds—that go beyond the existing venture debt market, leveraging Metaplanet Group’s Bitcoin assets, brand strength, and access to capital markets.

(3) Expected Business Synergies

Metaplanet anticipates the following synergies from the Company’s integration into the Metaplanet Group (subsidiarization):

i) Expanded awareness of the Company’s existing products among Metaplanet’s approximately 250,000 shareholder base
ii) Growth investments in the Company leveraging Metaplanet’s access to capital markets as a listed company (including additional capital injections or parent-subsidiary loans)
iii) Provision of BTC-related products and services to the Company’s existing customer base (e.g., BTC-linked financial products developed by the Metaplanet Group, distributed by the Company as a Type I Financial Instruments Business Operator)
iv) Sourcing and underwriting of corporate bond and digital securities issuers in collaboration with Metaplanet Ventures Co., Ltd. (primarily venture companies related to cryptocurrencies and DeFi)
v) Accelerated structuring and distribution of digitized financial products such as Security Tokens (ST) (structuring led by the Metaplanet Group; distribution handled by the Company as a Type I Financial Instruments Business Operator)

With the Company’s entry into the Metaplanet Group, Metaplanet will advance the construction of an integrated "BTC × Finance" platform, enabling end-to-end operations from financial product creation to distribution and delivery to investors, with Bitcoin at its core. Specifically, through the Company’s provision of Bitcoin-related financial services, Metaplanet will meet customer demand for yield while expanding AUM (Assets Under Management).

Going forward, as part of Project Nova, Metaplanet will progressively explore demonstrative initiatives, including offering private placement bonds leveraging the Group’s creditworthiness and Bitcoin treasury strategy, developing financial products incorporating Bitcoin-related assets, and launching Security Tokens (ST) and other digital financial products. Through these initiatives, Metaplanet aims to accelerate the implementation of a Bitcoin-centric ecosystem, expand its revenue base in financial services, and enhance long-term corporate value.

2. Comments from Both Companies

Simon Gerovitch, Representative Executive Officer and CEO, Metaplanet

"The acquisition of Siiibo Securities is Metaplanet’s first major M&A transaction to realize Project Nova. We view Bitcoin not merely as a reserve asset, but as the core of the next-generation financial ecosystem. The Type I Financial Instruments Business license held by Siiibo Securities provides us with critical infrastructure to distribute Bitcoin-linked financial products directly to retail and institutional investors. This acquisition marks a transformative step in our journey to build Japan’s leading Bitcoin-powered financial platform."