Metaplanet's EGM and Bitcoin Strategy: A Defining Moment for Corporate Bitcoin Adoption in Asia

Metaplanet Inc. (TSE: 3350) stands at a pivotal crossroads as it prepares to host an extraordinary general meeting (EGM) on December 22, 2025, to approve a capital restructuring plan centered on its aggressive Bitcoin accumulation strategy. The company's proposed issuance of two classes of preferred shares-Class A (MARS) and Class B (MERCURY)-represents a bold attempt to redefine corporate treasury management in Asia while navigating a rapidly evolving regulatory landscape. This analysis evaluates the strategic implications of Metaplanet's capital structure innovations, Bitcoin acquisition targets, and the broader context of corporate Bitcoin adoption in Japan and the Asia-Pacific region.

Strategic Capital Restructuring: MARS and MERCURY Shares

Metaplanet's capital restructuring plan aims to raise $150 million through the issuance of perpetual Class B preferred shares (MERCURY) priced at 900 yen each, alongside senior Class A preferred shares (MARS) with adjustable dividends tied to share price performance according to reports. The MERCURY shares offer a fixed 4.9% annual dividend and conversion options linked to Bitcoin price movements, enabling the company to scale its Bitcoin holdings to 100,000 BTC by 2026 without diluting common shareholders according to data. This structure mirrors strategies employed by U.S.-based Bitcoin treasury firms like MicroStrategy, leveraging perpetual preferred equity to fund digital asset acquisitions while providing yield to institutional investors according to reports.

The MARS shares, designed as a senior preferred instrument, feature non-dilutive, adjustable monthly dividends that increase when the share price trades below par and decrease when above, offering stability in volatile markets according to analysis. This dual-tier approach not only secures capital but also aligns investor incentives with Metaplanet's Bitcoin-centric growth narrative. By avoiding common equity dilution, the company preserves the value of its existing Bitcoin holdings-currently 30,823 BTC-while expanding its balance sheet capacity according to reports.

Valuation Dilemmas and Shareholder Value

Metaplanet's valuation metrics present a mixed picture. The company's price-to-earnings (P/E) ratio ranges from 20.6x to 24.9x, exceeding its peer group average but falling short of the estimated fair P/E of 45.7x according to financial analysis. Meanwhile, discounted cash flow (DCF) models suggest the current share price is overvalued relative to cash flow assumptions, estimating a fair value of ¥35 per share according to DCF models. This discrepancy reflects the tension between market optimism for Bitcoin's long-term potential and the company's near-term financial fundamentals.

However, Metaplanet's market value (0.96 mNAV) remains below the intrinsic value of its Bitcoin holdings, creating a compelling case for further accumulation according to reports. The issuance of MERCURY shares, which raise capital at a fixed cost, allows the company to capitalize on Bitcoin's price volatility while offering investors a yield that outperforms traditional fixed-income instruments. For instance, the 4.9% annual dividend on MERCURY shares is significantly higher than Japan's average corporate bond yields, which hover near 1.5% according to market data. This dual benefit-capital appreciation from Bitcoin and fixed-income returns-positions Metaplanet as a hybrid asset in a market increasingly seeking yield in a low-interest-rate environment.

Regulatory Tailwinds and Regional Leadership

Japan's regulatory environment is a critical enabler of Metaplanet's strategy. The Financial Services Agency (FSA) has reclassified cryptocurrencies under the Financial Instruments and Exchange Act, imposing stricter disclosure requirements but also legitimizing Bitcoin as a securities-class asset according to financial reports. Concurrently, Japan's planned reduction of crypto gains tax to a flat 20% in 2026-down from a maximum of 55%-creates a favorable tax environment for corporate Bitcoin treasuries according to policy analysis. These reforms align with Metaplanet's vision of channeling Japan's $7 trillion in idle savings into Bitcoin, leveraging its capital structure to multiply purchasing power twentyfold according to company projections.

Metaplanet's approach contrasts sharply with corporate Bitcoin strategies in other Asian markets. While India and South Korea focus on grassroots adoption and active trading, Japan's tax-driven incentives for holding Bitcoin through equity-linked instruments (like MERCURY shares) have made DATs (Digital Asset Treasury) companies a unique asset class according to industry analysis. For example, Metaplanet's stock has surged 3,500% in under a year, outperforming Bitcoin itself due to its tax advantages and institutional appeal according to market data. This model, however, faces scrutiny from regulators concerned about volatility and governance risks, particularly as DATs transition from niche assets to mainstream investments according to regulatory reports.

Risks and Long-Term Outlook

Despite its strategic advantages, Metaplanet's Bitcoin-centric model carries inherent risks. The company's stock price has declined by over 75% since 2024, underscoring the volatility of equities tied to crypto markets according to market data. Additionally, the success of its preferred share issuance hinges on Bitcoin's price trajectory; if the asset underperforms, the conversion options embedded in MERCURY shares may fail to materialize, limiting upside potential for investors according to analysis. Regulatory shifts, such as stricter oversight for crypto treasuries or changes to tax policies, could also disrupt the current value proposition according to policy analysis.

Nevertheless, Metaplanet's bold capital structure and alignment with Japan's regulatory evolution position it as a trailblazer in corporate Bitcoin adoption. By 2027, the company aims to hold 210,000 BTC, leveraging its preferred share model to scale holdings while offering investors a diversified exposure to Bitcoin's growth according to company forecasts. This strategy not only strengthens Metaplanet's balance sheet but also reinforces Japan's role as a global leader in integrating digital assets into corporate finance.

Conclusion

Metaplanet's EGM and Bitcoin strategy represent a defining moment for corporate Bitcoin adoption in Asia. The issuance of MARS and MERCURY shares exemplifies a novel capital structure that balances yield generation with Bitcoin's long-term appreciation potential, while Japan's regulatory and tax reforms provide a fertile ground for such innovation. For investors, the key question is whether Metaplanet can sustain its Bitcoin acquisition momentum and navigate regulatory and market risks to deliver on its valuation promise. As the EGM approaches, the outcome of this vote will likely shape the trajectory of corporate Bitcoin strategies not just for Metaplanet, but for the entire region.