MetaPlanet Inc was formerly a minor Japanese hotel chain. At the start of 2024 it had a market capitalisation of ¥2.9bn (£15mn), quarterly revenue of ¥82.2mn (£400,000), and a stock price of ¥17 (8 pence). Yet by June of this year, its market capitalisation had risen by nearly 600% to ¥1.8tn (£9bn). This impressive feat had nothing to do with hotels; rather in early 2025 MetaPlanet had adopted a ‘Bitcoin treasury strategy’ – raising debt and equity to purchase Bitcoin. After Bitcoin’s price rose by 62% YoY in June 2025, Metaplanet and the c.250 other companies that utilised a Bitcoin treasury strategy (totalling over $70bn of Bitcoin investments), saw their share prices soar.
Yet the good times did not last. In August 2025 Bitcoin fell 7% from its peak; companies that had utilised a Bitcoin treasury strategy fared much worse. Investors however have not given up on the strategy. The CEO of The Smarter Web Company (the largest UK bitcoin treasury company) recently announced that he is looking at potential acquisition targets in companies whose share price value is lower than the value of Bitcoin that they hold. The business logic is that where the value of the target’s Bitcoin is greater than the target’s stock value, the acquisition would both increase the acquirer’s market share – and thus its ability to weather further crypto price turmoil – and enable the acquirer to purchase the Bitcoin at a discount. If the trend sticks, there could be significant consolidation in the Bitcoin treasury sector.
This raises two legal challenges: (1) would ownership of the target’s bitcoin transfer to the acquirer, and (2) what options would the acquirer have if problems arose.
(1) Terms & Crypto apply
An SPA typically specifies that the acquirer will own the shares in the company, and with them, the company’s property. Despite some doctrinal problems with recognising Bitcoin as legal property (it is not clearly a thing in action or possession), English courts have treated it as such. In AA v Persons Unknown [2019] EWHC 3556 (Comm), Bryan J held that bitcoin is property under English law (see D’Aloia v Persons Unknown and Others [2022] EWHC 1723 (Ch) for a similar view). Neither case is strictly binding, but with the Property (Digital Assets Etc.) Bill – which would recognise that a thing can be property even if it is not a thing in possession or action – in the committee stage of the House of Commons it would be very unlikely for a court to conclude that Bitcoin is not (legal) property. If bitcoin can be property, then as the property of the target it would transfer to the acquirer in accordance with the SPA.
Additionally, the acquirer could require that the target directly transfer all the bitcoin it controls to the acquirer or a third party (pending completion). The acquirer could then specifically enforce the term to have the Bitcoin transferred to them. This would not be a substitute for legal ownership of the Bitcoin; rather a way to ensure that the primary commercial purpose of the transaction – that the acquirer control the bitcoin – is fulfilled.
(2) Take the bitcoin and run
The nature of crypto assets (as a decentralised asset that is difficult to trace) raises particular issues with enforcement. Relevant considerations from UK case law include:
- UK courts are flexible with remedies. In D’Aloia v Persons Unknown and Others [2022] EWHC 1723 (Ch) the High Court granted a proprietary injunction against crypto fraudsters which was served via an NFT dropped into the digital wallet where the assets were held. There are limits however. In Piroozzadeh v Persons Unknown and Others [2023] EWHC 1024 (Ch) a freezing injunction was discharged against Binance (a crypto exchange which allegedly held funds stolen by the claimant) as the user did not retain any property in the crypto held with Binance; rather the assets were held in a general pool for Binance’s benefit.
- Jurisdictional issues should not be overlooked. In Tulip Trading v Van Der Laan [2023] EWCA Civ 83 the Court held that the situs of a crypto asset is where the owner of the asset is domiciled or resident. As crypto exchanges (where the target’s crypto would likely be stored) are overwhelmingly based abroad, claimants will need an additional factor to bring a claim in UK courts. For example, in Joseph Keen Shing Law v Persons Unknown and Huobi Global Ltd [2023] the Commercial Court ordered Huobi (a crypto exchange based in the Seychelles) to transfer frozen crypto assets into England to facilitate enforcement. The judge noted, however, that there are generally limited circumstances in which a court will order the transfer of assets into the jurisdiction, and only made the order because of the risk that Huobi would not continue to limit access to the crypto tokens.
Concluding considerations
Bitcoin treasury M&A will be a significant force in UK and global M&A markets over the next year, particularly as lower interest rates make leveraged buyouts more accessible. Legal challenges however necessitate caution for potential acquirers. Though in law the acquirer will own the target’s Bitcoin, they should still be cognisant of enforcement challenges. The nascent law of crypto assets is unlikely to favour those who take their chances.
