Metaplanet opens new BTC-backed capital structure with $150m Perpetual preferred offering
Metaplanet (3350) is revealed a two-tier preferred portion The structure aligns with Bitcoin Centric’s financing strategy, starting with Class A preferred shares known as Mars. Mars, short for Metaplanet Adjustable Rate Security, is a senior, non-dilutive preferred equity instrument designed to provide monthly adjustable dividends that respond to market conditions, according to the head of strategy, Dylan Leclair.
Leclair notes, the dividend rate increases when Class A share prices are below par and is adjusted when above par. With no conversion rights and no dilution to common shareholders, Mars is positioned as a stable income and volatility smoothing instrument at the top of Metaplanet’s equity capital, sitting senior to both mercury and common equity.
Building on that structure, Metaplanet also announced Mercury, its new Class B Perpetual preferred equity. The initial issuance totals 23.61 million preferred shares priced at 900 yen each, raising approximately 21.25 billion yen ($150 million) through a third party offering to institutional investors.
Mercury provides a fixed annual dividend of 4.9% at a 1,000 yen notional strike price with quarterly payment and an initial dividend of 40.40 yen ($0.26) for the end of December 31 2025.
The instrument includes a 1,000 yen liquidation preference and a long-dated 1,000 yen conversion option on common shares, offering a hybrid fixed income profile with the asymmetry tied to BTC, according to Leclair. Mercury sits junior to Mars but senior in common equity.
The preferred equity comes at a time when Metaplanet’s common shares have fallen more than 80% from their all-time high and are now trading at 387 yen.
Multiple Net Asset (MNAV) companies have Slipped below 1 at 0.96, meaning the market values Metaplanet much less than the Bitcoin it holds.
This position is Metaplanet as the third Bitcoin Treasury company to launch a preferred equity structure following the strategy (MSTR) and Work hard (Asst). Metaplanet itself is the fourth largest BTC Treasury in the world with 30,823 BTC.
Alongside the Mercury the company will hold a Extraordinary General Meeting on December 22 to approve reductions in Capital Stock and Capital Reserve, expand authorized shares to 3.83 billion, and enable long-term flexibility for future Class A and Class B programs.
Metaplanet is also restructuring the previous financing instruments of cancellation of the 20th to the 22nd Series of stock acquisition rights and issuance of new rights in the 23rd and 24th series in EVO Fund, simplifying its capital structure ahead of the preferred equity launch.
