Metaplanet's Bitcoin-Linked Preferred Shares: A Strategic Play for Institutional Bitcoin Exposure

In a low-interest-rate environment and amid a persistently weak yen, institutional investors are increasingly seeking alternative yield-generating instruments that align with macroeconomic tailwinds. Metaplanet, a leading player in the Bitcoin treasury space, has introduced a novel capital structure designed to capitalize on these dynamics. By issuing Bitcoin-linked preferred shares-specifically the MARS and MERCURY series-the company is offering a hybrid financial instrument that combines the stability of fixed income with the asymmetric upside of Bitcoin exposure. This innovation not only addresses the challenges of traditional capital-raising but also positions Metaplanet as a strategic vehicle for institutional Bitcoin allocation.

Capital Structure Innovation: MARS and MERCURY

Metaplanet's two-tier preferred share structure, comprising the MARS (Class A) and MERCURY (Class B) series, represents a sophisticated approach to capital stack optimization. The MARS shares are senior, non-dilutive preferred equity instruments with adjustable monthly dividends. Crucially, the dividend rate increases when the share price trades below par and decreases when above par, creating a self-correcting mechanism to stabilize valuation. This structure ensures that Metaplanet can maintain financial flexibility while prioritizing returns for preferred shareholders.

Complementing this is the MERCURY series, a perpetual preferred equity offering that raised $150 million from institutional investors in November 2025. The MERCURY shares provide a fixed annual dividend of 4.9% on a 1,000 yen notional strike price, translating to quarterly payments of 40.40 yen ($0.26) for the initial period ending December 31, 2025. The instrument also includes a 1,000 yen liquidation preference and a long-dated conversion option into common shares, blending fixed-income characteristics with equity upside tied to Bitcoin's performance.

This dual-tier approach allows Metaplanet to expand its Bitcoin treasury without diluting common shareholders, a critical advantage in a market where Bitcoin's price volatility often pressures equity valuations. As of November 2025, the company's common shares trade at 387 yen-over 80% below their all-time highs-while its multiple to net asset value (mNAV) has fallen to 0.96, below parity. The MERCURY conversion feature could thus become increasingly valuable if the stock recovers, offering investors a dual payoff from both dividend income and potential equity appreciation.

Yield Generation in a Low-Rate, Yen-Weak Environment

The 4.9% yield offered by MERCURY shares is particularly compelling in Japan's current economic climate. With the Bank of Japan maintaining ultra-low interest rates and the yen depreciating against major currencies, traditional fixed-income instruments struggle to deliver competitive returns. For institutional investors, Metaplanet's preferred shares present an attractive alternative: they offer a yield premium over government bonds while embedding exposure to Bitcoin, a digital asset that has historically outperformed fiat currencies in inflationary environments.

Moreover, the Bitcoin linkage introduces a layer of macroeconomic alignment. As a Bitcoin treasury company, Metaplanet's value proposition is inherently tied to the price of Bitcoin, which has shown resilience despite broader market downturns. The company's holdings of 30,823 BTC-making it the fourth-largest Bitcoin treasury globally-further reinforce its credibility as a vehicle for Bitcoin exposure. By issuing preferred shares that indirectly amplify Bitcoin's upside through conversion options, Metaplanet is effectively creating a leveraged play on the asset without requiring direct ownership.

Strategic Positioning and Institutional Adoption

Metaplanet's capital-raising efforts underscore its strategic positioning in the Bitcoin ecosystem. The $150 million raise through MERCURY shares not only strengthens its Bitcoin treasury but also signals confidence from institutional investors. This follows a broader trend of Bitcoin treasury companies innovating their capital structures to attract funding; Metaplanet is now the third such entity to launch a perpetual preferred equity structure, joining MicroStrategy (MSTR) and Strive (ASST).

The company's recent restructuring-cancelling older financing instruments and issuing new rights to EVO FUND-further highlights its focus on optimizing capital efficiency. Additionally, Metaplanet plans to expand its authorized shares to 3.83 billion through an extraordinary general meeting on December 22, 2025, providing long-term flexibility for future share programs. These moves suggest a disciplined approach to capital allocation, which is critical in a market where liquidity and leverage management are paramount.

Risks and Considerations

While the MARS and MERCURY structures offer compelling advantages, investors must consider risks tied to Bitcoin's volatility and Metaplanet's equity valuation. A sharp decline in Bitcoin prices could pressure the company's ability to acquire additional BTC, while a prolonged bear market might limit the upside potential of the MERCURY conversion option. Additionally, the company's common shares remain significantly undervalued, which could impact the attractiveness of the conversion feature if the stock fails to recover.

However, these risks are mitigated by the non-dilutive nature of the preferred shares and the company's focus on Bitcoin accumulation. In a yen-weak environment, where fiat assets are increasingly unattractive, the asymmetric upside of Bitcoin-linked instruments may outweigh near-term volatility concerns.

Conclusion

Metaplanet's Bitcoin-linked preferred shares represent a strategic innovation in capital structure design, offering institutional investors a unique blend of yield, Bitcoin exposure, and capital preservation. By leveraging the strengths of both fixed-income and equity instruments, the MARS and MERCURY series address the limitations of traditional financing while aligning with macroeconomic trends. As Bitcoin continues to gain institutional adoption, Metaplanet's approach could serve as a blueprint for other companies seeking to monetize digital assets in a low-rate world.