Metaplanet Introduces Two-Tier Preferred Share Structure as It Expands Bitcoin-Backed Capital Strategy

Metaplanet (3350) has rolled out a new capital framework built around a two-layer preferred equity stack designed to align with its bitcoin-focused financing model. The company’s Class A preferred shares—branded MARS (Metaplanet Adjustable Rate Security)—form the top tier of this structure.

According to Head of Strategy Dylan LeClair, MARS is a senior, non-dilutive preferred instrument that pays monthly dividends which adjust based on market conditions. The dividend rate increases when the Class A shares trade below par and decreases when they move above par. With no conversion rights and no dilution for common shareholders, MARS is positioned as a stabilizing, income-oriented security that sits above both Mercury and common equity in the capital stack.

The second tier, known as Mercury, represents Metaplanet’s new Class B perpetual preferred shares. The company has issued 23.61 million of these shares at 900 yen apiece, raising approximately 21.25 billion yen ($150 million) through a third-party allotment to institutional buyers.

Mercury carries a fixed annual dividend of 4.9% on a 1,000-yen notional strike, payable quarterly, with an initial dividend of 40.40 yen ($0.26) for the period ending Dec. 31, 2025. The security includes a 1,000-yen liquidation preference and a long-dated conversion option into common shares—providing a hybrid exposure that blends fixed income with asymmetric upside linked to bitcoin. Within the capital structure, Mercury ranks below MARS but ahead of common equity.

The rollout comes as Metaplanet’s common stock trades at 387 yen—down more than 80% from its all-time high. The firm’s market value has also slipped to 0.96 times its net asset value, meaning the company now trades below the value of its bitcoin holdings. Metaplanet is the world’s fourth-largest corporate bitcoin holder with 30,823 BTC.

Metaplanet becomes the third major bitcoin-treasury company to adopt a preferred equity model, following similar moves by Strategy (MSTR) and Strive (ASST).

Alongside the Mercury launch, Metaplanet plans to hold an extraordinary general meeting on Dec. 22 to approve reductions in capital stock and reserves, expand authorized shares to 3.83 billion, and create additional flexibility for future Class A and Class B issuances.

The company is also simplifying its financing framework by retiring its 20th to 22nd series stock acquisition rights and introducing new 23rd and 24th series rights for EVO FUND, streamlining its capital structure ahead of the preferred equity program.