Metaplanet Establishes Two-Tier Preferred Equity System to Advance Bitcoin-Centric Capital Model
Metaplanet (3350) has unveiled a revamped capital structure centered on a dual-layer preferred share system designed to support its long-term bitcoin-financing strategy. The upper tier consists of the company’s new Class A preferred shares, branded MARS (Metaplanet Adjustable Rate Security).
According to Head of Strategy Dylan LeClair, MARS serves as a senior, non-dilutive preferred instrument that delivers monthly dividends tied to market performance. The payout automatically rises when the shares fall below par and declines when they trade above it. With no conversion features and no dilution implications for common shareholders, MARS is positioned as an income-focused anchor above both the new Class B preferreds and the common equity base.
The second tier—named Mercury—comprises Metaplanet’s Class B perpetual preferred shares. The company issued 23.61 million Mercury shares at 900 yen, raising approximately 21.25 billion yen ($150 million) through a private placement to institutional investors.
Mercury pays a fixed 4.9% annual dividend on a 1,000-yen notional strike, distributed quarterly, with an initial dividend of 40.40 yen ($0.26) scheduled for the period ending Dec. 31, 2025. Each share carries a 1,000-yen liquidation preference and includes a long-dated option to convert into common stock—creating a hybrid structure that provides steady income with potential upside linked to bitcoin performance. In Metaplanet’s capital hierarchy, Mercury ranks below MARS but above common equity.
The restructuring coincides with a significant decline in Metaplanet’s share price. The stock is currently trading at 387 yen, more than 80% below its all-time high, and the firm’s market cap has slipped to 0.96 times net asset value—placing the company’s valuation below the worth of its bitcoin holdings. Metaplanet holds 30,823 BTC, making it the fourth-largest corporate bitcoin holder globally.
With this new framework, Metaplanet becomes the third major bitcoin-treasury company to adopt a preferred equity strategy, following the examples of Strategy (MSTR) and Strive (ASST).
The company has also called an extraordinary general meeting for Dec. 22 to authorize reductions in capital and reserves, expand its share authorization to 3.83 billion, and create room for additional issuances of both Class A and Class B preferreds.
To streamline its financing structure, Metaplanet will retire its 20th through 22nd series stock acquisition rights and introduce new 23rd and 24th series rights for EVO FUND, simplifying its capital mechanics ahead of the preferred equity rollout.
