Bitcoin treasury firm Metaplanet has announced the issuance of 23,610,000 Class B Preferred Shares, dubbed MERCURY, at ¥900 ($5.71) per share through a third-party allotment to overseas institutional investors, subject to approval at an extraordinary general meeting on Dec. 22.
The deal would raise ¥21.25 billion (about $135 million), according to a company notice on Thursday, intended to serve as a pre-IPO financing round. However, Metaplanet CEO Simon Gerovich and Director of Bitcoin Strategy Dylan LeClair have both referred to the deal as an “~$150M” placement on social media — a figure based on the ¥23.61 billion total liquidation preference of the MERCURY shares rather than the cash proceeds.
The MERCURY shares are convertible, perpetual, non-voting preferred equity instruments with a fixed annual dividend of 4.9% on the ¥1,000 ($6.34) notional amount. The security is positioned as a hybrid instrument — combining fixed income with long-dated upside potential linked to bitcoin-driven appreciation in the company's equity value.
Metaplanet intends to allocate approximately ¥15 billion (about $95 million) of the ¥20.41 billion ($129.5 million) in estimated net proceeds to bitcoin purchases between December 2025 and March 2026. It also plans to allocate ¥1.67 billion (around $10.6 million) to its bitcoin income-generation business, and ¥3.75 billion (about $23.8 million) to redeem its 19th Series corporate bonds.
The company currently holds 30,823 BTC with a value of $2.8 billion, ranking as the fourth-largest public bitcoin treasury company.
Metaplanet said the use of preferred shares is essential to minimize dilution from common equity issuance while continuing its long-term bitcoin accumulation plan, echoing a similar model to Michael Saylor's Strategy.
The issuance comes alongside a broader restructuring of Metaplanet's capital stack. LeClair noted on X that its Class A Preferred Shares will be renamed MARS — Metaplanet Adjustable Rate Security — and repositioned as senior, non-dilutive preferred equity offering monthly variable dividends designed to stabilize market volatility.
MERCURY, meanwhile, sits below MARS but above common equity, reflecting the company's planned multi-layer preferred structure.
The move follows a substantial downturn in digital asset treasury company stocks in recent months as their market cap-to-net asset value ratios sharply contracted.
Metaplanet shares (ticker MTPLF) are down 80% from their June peak, with its mNAV — a ratio comparing the share price to the market value of its bitcoin — currently around 0.88.
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