Metaplanet Introduces Bitcoin-Backed Two-Tier Preferred Share Structure With $150M MERCURY Offering

Metaplanet has unveiled a redesigned, Bitcoin-backed capital structure featuring two layers of preferred equity — the senior Class A “MARS” shares and a new $150 million Class B perpetual preferred instrument called MERCURY. The move marks the company’s latest step in aligning its financing with a Bitcoin-centric strategy at a time when its common stock has fallen more than 80% from all-time highs and now trades below the value of its BTC holdings.

MARS: The Senior Adjustable-Rate Preferred

The new Class A preferred equity, known as MARS (Metaplanet Adjustable Rate Security), will sit at the top of the firm’s capital stack. Designed as a non-dilutive, senior preferred instrument, MARS delivers monthly dividends that adjust based on how the share trades relative to par.

According to Head of Strategy Dylan LeClair, the rate increases when MARS trades below par and decreases when above par. With no conversion rights and no dilution to common shareholders, MARS is intended as Metaplanet’s stable income instrument, smoothing volatility while retaining seniority over both MERCURY and common equity.

MERCURY: A Perpetual Preferred Security With BTC-Linked Upside

Below MARS sits MERCURY, Metaplanet’s new Class B perpetual preferred equity. The initial issuance consists of 23.61 million shares priced at 900 yen each, raising roughly 21.25 billion yen ($150 million) through a third-party allotment to institutional investors.

MERCURY offers a fixed 4.9% annual dividend on a 1,000 yen notional value, paid quarterly, with an initial payout of 40.40 yen scheduled for the period ending Dec. 31, 2025. The instrument includes a 1,000 yen liquidation preference and a long-dated conversion option into common shares, combining fixed-income stability with asymmetric upside tied to Bitcoin.

MERCURY ranks junior to MARS but senior to Metaplanet’s common stock.

A Strategic Move as Shares Trade Below BTC Value

Metaplanet’s common shares currently trade at 387 yen — over 80% down from their peak — and the company’s multiple to net asset value has slipped to 0.96, meaning the market now values the company at less than the Bitcoin it holds. With 30,823 BTC, Metaplanet remains the fourth-largest corporate Bitcoin treasury globally.

The launch of perpetual preferred equity puts Metaplanet in the company of MicroStrategy and Strive, the only other BTC treasury firms to use similar financing structures.

Preparing for a Major Capital Restructuring

Metaplanet will hold an extraordinary general meeting on Dec. 22 to approve a series of capital changes, including reductions in capital stock and capital reserve, authorization to expand total shares to 3.83 billion, and long-term flexibility for future Class A and Class B programs.

The company is simultaneously simplifying its existing financing, canceling the 20th through 22nd series stock acquisition rights and issuing new 23rd and 24th series rights to EVO FUND. The cleanup is intended to streamline its cap table ahead of the preferred equity rollout.