Metaplanet's Strategic Share Reforms: A Catalyst for Aggressive Bitcoin Accumulation

In the evolving landscape of corporate Bitcoin treasuries, Metaplanet (TSE: 3350) has emerged as a trailblazer, leveraging innovative capital structure reforms to accelerate its Bitcoin accumulation strategy. With a corporate Bitcoin holdings portfolio valued at $2.75 billion-comprising 30,823 BTC-the company has recently executed a series of strategic maneuvers to attract institutional capital while mitigating equity dilution risks. These reforms, centered on dual-tier preferred shares and perpetual equity instruments, are not merely financial engineering exercises but calculated steps to position Metaplanet as a scalable, Bitcoin-first entity in a rapidly consolidating market.

Institutional Validation and Capital Structure Innovation

Metaplanet's latest capital structure overhaul, approved by shareholders in late 2025, includes the authorization of MARS (Class A) and MERCURY (Class B) preferred shares. The MARS structure introduces a floating dividend model, where payouts adjust based on share price performance-increasing when shares trade below par and decreasing when above. This dynamic mechanism aims to stabilize shareholder returns amid market volatility without diluting common equity according to stock market analysis. Complementing this, the MERCURY offering-a perpetual preferred share with a fixed 4.9% annual yield-raised $150 million through 23.61 million shares priced at ¥900 each. This capital infusion, backed by Norway's Norges Bank Investment Management, underscores institutional confidence in Metaplanet's Bitcoin-centric strategy as reported by financial sources.

The MERCURY structure is particularly noteworthy. By offering a ¥1,000 liquidation preference and a conversion option into common shares, it blends fixed-income characteristics with Bitcoin-linked upside potential. As noted by industry analysts, this hybrid approach allows Metaplanet to secure non-dilutive funding while aligning institutional investors with its long-term Bitcoin accumulation goals according to market research. The company's representative director, Simon Gerovich, emphasized that preferred issuance will be capped at 25% of Bitcoin's net asset value (NAV) to maintain prudent leverage levels according to company statements.

The financial prudence embedded in Metaplanet's strategy is evident in its low leverage profile and the design of its preferred shares. By structuring MERCURY with a perpetual nature and a fixed 4.9% yield, the company ensures that it can raise capital while maintaining control over its equity base. This is especially important in a market where traditional equity offerings often come at the cost of dilution as reported in financial analysis.

Financial Prudence and Risk Mitigation

Despite the mNAV (modified net asset value) of 0.877-below the critical 1.0 threshold-the company's low loan-to-value ratio (6–7%) provides a buffer against Bitcoin price declines. This conservative leverage profile, combined with the perpetual nature of MERCURY shares, minimizes immediate dilution risks for common shareholders. Analysts argue that the fixed dividend obligations associated with MERCURY are a manageable cost of capital, provided Bitcoin's appreciation outpaces these expenses over the long term as reported in financial analysis.

The restructuring also includes the cancellation of prior financing instruments and expanded share authorization, streamlining the capital stack for future equity programs. This simplification is critical for attracting institutional investors, who often prioritize transparency and liquidity in their allocations as noted in financial reports.

Strategic Implications for Bitcoin Accumulation

Metaplanet's reforms are explicitly designed to fund further Bitcoin purchases. With the $150 million raised via MERCURY, the company aims to expand its treasury from 30,823 BTC to potentially 100,000 BTC-a move that would solidify its position as the fourth-largest corporate Bitcoin holder globally according to market data. The dual-tier preferred structure ensures that this expansion is financed without compromising equity value, a critical differentiator in a sector where dilutive financing has historically hindered growth.

Institutional endorsements, such as Norges Bank's participation in the MERCURY offering, further validate the company's approach. These partnerships not only provide capital but also lend credibility to Metaplanet's thesis that Bitcoin treasuries can serve as a hedge against fiat currency devaluation and macroeconomic instability according to industry analysis.

Conclusion

Metaplanet's strategic share reforms represent a masterclass in capital structure innovation. By introducing non-dilutive, Bitcoin-backed preferred instruments, the company has created a sustainable funding model that aligns institutional interests with its long-term vision. While challenges such as mNAV compression and fixed dividend obligations persist, the low leverage profile and institutional backing position Metaplanet to aggressively scale its Bitcoin holdings. For investors, this represents a compelling case study in how corporate governance and financial creativity can drive value in the digital asset era.