The Japanese investment company Metaplanet has presented a two-tier capital structure based on Bitcoin backing. Under this model, investors are offered two classes of preferred shares: the senior class MARS and the perpetual class MERCURY, through which the company aims to raise $150 million.
This is reported by Business • Media
Details of the New Capital Model
Metaplanet has become the third company in the world to implement such a structure of perpetual preferred shares, following Strategy (MSTR) and Strive (ASST). The company has canceled previously announced securities series 20-22 and has called an extraordinary general meeting of shareholders for December 22, 2025, to approve changes to the capital structure. In particular, there are plans to increase the authorized number of shares to 3.83 billion.
Class A — MARS (Metaplanet Adjustable Rate Security) — is defined as a senior instrument with a variable monthly dividend rate that depends on the market price of the shares. Investors are guaranteed no dilution of shares and conversion rights.
“The dividend rate increases when the price of Class A shares trades below par and decreases when it is above. Without conversion rights and without share dilution, MARS is a stable income instrument that smooths volatility at the top of Metaplanet’s capital structure.”
The second class — MERCURY — consists of perpetual preferred shares with a fixed annual dividend rate of 4.9% on a par value of 1,000 yen. The total amount raised through private placement is 21.25 billion yen, equivalent to $150 million. MERCURY is viewed as a hybrid instrument with fixed income and growth potential linked to Bitcoin dynamics.
Current Position of Metaplanet in the Market
Currently, the adjusted net asset value (mNAV) of the company has decreased to 0.96, indicating that the market values Metaplanet lower than the worth of its Bitcoin reserves. In terms of Bitcoin held on its balance sheet (30,823 BTC), the company ranks fourth in the world among corporate investors, according to Bitcoin Treasuries data.
Earlier, in October, Metaplanet initiated a buyback program for up to 150 million shares to enhance mNAV and earnings per share. The company’s CEO, Simon Gerovich, emphasized that this initiative would contribute to more efficient capital utilization. Additionally, the company has received approval to open a credit line of up to $500 million.
At the beginning of November, Metaplanet also secured a $100 million loan backed by Bitcoin, which is part of its stabilization strategy amid the decline in the company’s share premium.