Metaplanet's MARS and Mercury Preferred Shares: A Strategic Financing Breakthrough for Bitcoin Treasuries

In the evolving landscape of corporate Bitcoin treasuries, Metaplanet has emerged as a trailblazer with its innovative two-tier preferred share structure-MARS and Mercury-designed to accelerate Bitcoin accumulation while mitigating dilution for common shareholders. This capital-raising strategy, introduced in late 2025, represents a departure from traditional equity and debt financing, offering a hybrid model that balances yield generation, capital preservation, and long-term Bitcoin exposure.

Financial Innovation: A Dual-Tier Preferred Share Structure

Metaplanet's MARS (Class A) and Mercury (Class B) preferred shares are engineered to address two critical challenges: volatility management and capital efficiency. The MARS shares, positioned as senior, non-dilutive instruments, feature adjustable monthly dividends that rise when the share price trades below par and fall when it trades above par. This dynamic dividend mechanism aims to stabilize the company's capital stack and reduce price volatility for investors, while ensuring no dilution to common equity according to CEO disclosures.

The Mercury shares, in contrast, offer a fixed annual dividend of 4.9% on a ¥1,000 notional strike price, with quarterly payments and a conversion option into common shares at ¥1,000. This hybrid structure combines the predictability of fixed income with the potential for Bitcoin-linked upside, appealing to institutional investors seeking both yield and asymmetric growth opportunities as reported. By raising ¥21.25 billion (~$150 million) through Mercury shares in late 2025, Metaplanet has demonstrated the viability of this model in accessing capital without over-relying on traditional equity issuance per venture reports.

Capital Efficiency: Outperforming Traditional Financing

Compared to conventional methods like equity issuance or debt financing, Metaplanet's preferred shares offer distinct advantages. Traditional equity dilution often erodes common shareholders' ownership, while debt financing introduces interest rate risks and collateral constraints. Metaplanet's preferred shares, however, allow the company to raise capital without diluting common equity and maintain flexibility in its capital structure.

For instance, the Mercury shares' 4.9% dividend yield provides a competitive return for investors, comparable to high-yield corporate bonds but with the added potential for Bitcoin appreciation. Meanwhile, the MARS shares' adjustable dividend model ensures alignment with market conditions, reducing the risk of overpaying for capital during periods of high demand as noted in financial analysis. This dual-tier approach also enables Metaplanet to scale Bitcoin purchases efficiently, as evidenced by its 333% growth in total assets to ¥238.2 billion in Q2 2025, driven largely by Bitcoin acquisitions.

### Dilution Mitigation: A Controlled Risk Framework
A key concern with preferred shares is the potential for future dilution, particularly with conversion features. However, Metaplanet has structured its Mercury shares to limit this risk. The conversion price of ¥1,000 is set well above the company's market price, ensuring that dilution only becomes a factor if the stock appreciates significantly-a scenario that would also benefit common shareholders through increased Bitcoin demand. Additionally, the company has canceled older stock acquisition rights and simplified its capital stack to reinforce governance control as detailed in financial reporting.

This cautious approach contrasts with the experiences of firms like MicroStrategy and Strive, which have faced dilution challenges despite similar Bitcoin-centric strategies. By prioritizing non-dilutive instruments like MARS and carefully calibrating Mercury's conversion terms, Metaplanet has created a defensible capital structure that balances growth and shareholder value.

Bitcoin Accumulation: A Long-Term HODL Strategy

Metaplanet's preferred share program is part of a broader strategy to amass 210,000 BTC by 2027, positioning it as one of the largest corporate Bitcoin treasuries globally as revealed in Q2 2025 disclosures. The proceeds from Mercury shares are allocated to Bitcoin purchases, income-generating Bitcoin strategies, and corporate bond redemptions, creating a self-reinforcing cycle of capital deployment according to market analysis. This approach has already yielded results: the company's Bitcoin holdings grew from 0.1 BTC in April 2024 to 30,823 BTC by late 2025, despite a 20% unrealized loss due to Bitcoin's price decline as reported in financial updates.

While critics argue that Metaplanet's market-to-net asset value (mNAV) of 0.96 indicates undervaluation and potential takeover risks according to market commentary, the company's focus on Bitcoin accumulation aligns with long-term value creation. By leveraging preferred shares to fund purchases during bear markets, Metaplanet is effectively averaging down its cost basis, a strategy that could pay off if Bitcoin rebounds.

Conclusion: A Blueprint for Bitcoin Treasuries

Metaplanet's MARS and Mercury preferred shares exemplify a forward-thinking approach to corporate Bitcoin treasury management. By combining adjustable dividends, fixed-yield structures, and conversion safeguards, the company has created a capital-raising model that minimizes dilution, attracts yield-seeking investors, and accelerates Bitcoin accumulation. While challenges like Bitcoin's price volatility and mNAV pressures persist, the strategic advantages of this structure position Metaplanet as a leader in the next phase of corporate digital asset adoption.

For investors, the key takeaway is clear: Metaplanet's preferred shares offer a novel, capital-efficient pathway to participate in Bitcoin's long-term potential without the drawbacks of traditional financing. As the company continues to refine its capital stack, the MARS and Mercury model may well become a benchmark for other firms seeking to integrate Bitcoin into their treasuries.