I read the announcement about the commencement of joint deliberations

Overall, I felt there were more disclaimers than typical for an 'announcement of collaboration.'

I’ll examine the rationale behind the disclaimers regarding the following three main points.

① It is contingent upon procedures required by laws and regulations, internal corporate approvals at each company, and consultations with relevant authorities and stakeholders.

👉 This likely stems from the parent-subsidiary relationship between Metaplanet and Metaplanet Securities. In other words...

Parent company: “We want to raise as much capital as possible at the lowest interest rate.”

Subsidiary securities firm: “We must impartially review our parent company’s products and assess whether they are disadvantageous to clients.”

Financial Services AgencyThis situation—where a securities firm sells to its clients investment products structured by its own parent and subsidiary entities—isa classic example of a conflict-of-interest transactionas stated.

Therefore,The Japan Securities Dealers Associationrequires its member securities firms toprohibit acting as lead underwriterwhen their parent or subsidiary company issues securities, and mandates the appointment of an independent lead underwriting firm.

Siiibo Securities is a member of the Japan Securities Dealers Association.

In hindsight, if Metaplanet intended this offering to be its own fundraising instrument, it would have clearly been easier from a regulatory and approval standpoint not to fully acquire Siiibo Securities as a subsidiary.

② JPYC’s role is described as 'potential collaboration with Metaplanet Securities' and 'exploring options regarding bond issuance.'

👉 The wording suggests that JPYC merely wishes to participate as a settlement rail and reserves the right to withdraw its participation if doing so might damage its brand.

For example, if the product design implies potential investor losses or clear conflicts of interest, it could be misinterpreted as 'repayment via JPYC' = 'JPYC guaranteeing the bonds,'which could easily lead to misunderstandingsso it appears they are preparing an exit strategy.

③ Rather than explicitly stating BTC as collateral, the language is deliberately vague, referring instead to 'the potential design of products positioning BTC as a core asset backing the offering or enhancing creditworthiness.'

👉 This can be interpreted as Progmat 'not yet recognizing BTC as collateral.'

The reason for this isWhat will be done regarding additional collateral in the event of a BTC price decline?This is likely the biggest concern.

The BTC held by Metaplanet is, due to credit facility agreements and option transactions,partially encumbered.

In particular, if the credit facility agreement is secured by a blanket lien on the entire BTC holdings (details are confidential), revising the existing agreement and obtaining lender consent would be required to use BTC as additional collateral for NOVA.

From Metaplanet’s perspective, such changes could entail higher costs, such as amendment fees or increased interest rates. Without unwinding these existing collateral arrangements, new collateral pledges cannot be established.

In summary, unlike Metaplanet, which seeks to raise capital, the other three companies appear to have set clear risk tolerance limits.

To put it more bluntly,The remaining three companies do not have sufficient funding needs to justify forcing through the NOVA deal, and there is no apparent reason to assume credit risk beyond the fees they would earn.

Therefore, regarding this announcement,

it is important to reiterate that this marks not the 'start of a partnership,' but rather the 'start of discussions toward a potential partnership.'

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