Japan’s investment firm Metaplanet has introduced a new dual-layer capital model built around bitcoin, launching two classes of preferred shares — the senior MARS class and the perpetual MERCURY class, through which the company plans to raise $150 million.
This move positions Metaplanet as only the third company globally — after MicroStrategy (MSTR) and Strive (ASST) — to adopt a perpetual preferred-share structure tied to bitcoin treasury strategy.
Key restructuring steps
The company announced the cancellation of its previously planned Series 20–22 securities and scheduled an extraordinary general meeting for December 22, 2025, where shareholders will vote on several structural changes, including increasing the authorized share count to 3.83 billion.
MARS: Senior Adjustable-Rate Preferred Shares
The Class A MARS (Metaplanet Adjustable Rate Security) shares act as a senior, non-dilutive income instrument. Their monthly dividend rate adjusts based on the market price of the shares:
- If MARS trades below par value, the dividend rate increases
- If it trades above par, the rate decreases
With no conversion rights and no dilution, MARS is designed to deliver stable income and volatility smoothing at the top of Metaplanet’s capital stack.
Metaplanet’s Head of Strategy, Dylan LeClair, described the product:
“The dividend rate rises when Class A shares fall below par and declines when they trade above it. With no conversion and no dilution, MARS provides reliable income while helping smooth volatility.”
MERCURY: Perpetual Preferred Shares Raising $150M
The Class B MERCURY shares are perpetual preferred instruments with a fixed 4.9% annual dividend based on a 1,000-yen par value.
The offering aims to raise 21.25 billion yen ($150 million) through a private placement. LeClair characterized MERCURY as a hybrid between fixed income and asymmetric upside tied to bitcoin.
Market valuation context
Metaplanet’s market-adjusted NAV (mNAV) recently dropped to 0.96, meaning the company is currently valued below the market value of its bitcoin holdings. With 30,823 BTC, Metaplanet is the fourth-largest corporate holder of the world’s leading cryptocurrency, according to Bitcoin Treasuries.
Recent financial moves
Earlier in October, the company authorized a buyback program of up to 150 million shares to support mNAV and boost earnings per share. CEO Simon Gerovich stated the initiative aims to increase capital efficiency.
Metaplanet has also secured a credit line of up to $500 million and, in early November, borrowed $100 million against its bitcoin reserves, part of its broader strategy to stabilize valuation amid declining share premiums.
