Quick Insights

  • Metaplanet CEO Simon Gerovich said on 13 May that the firm is preparing to list Japan's first Bitcoin-backed perpetual preferred shares, which would become only the seventh listed preferred share product in the country.
  • The instruments are part of a two-tier capital structure built around Class A "MARS" shares and Class B "MERCURY" shares, with a combined issuance ceiling of 555 billion yen, approximately $3.7 billion.
  • Metaplanet is targeting monthly dividend distributions, an unusual frequency in Japan where listed companies typically pay dividends once or twice a year.
  • Strategy executive chairman Michael Saylor said in December that MSTR will not issue similar preferred equity products in Japan within the next twelve months, giving Metaplanet an effective head start in the market.

Metaplanet CEO Simon Gerovich confirmed on Wednesday that the Japanese Bitcoin treasury company is preparing to list what would be the first Bitcoin-backed perpetual preferred shares in Japan, with the structure already approved by shareholders and the product currently working through Japanese regulatory review. The launch, when it happens, would make Metaplanet the sixth and seventh issuer of listed perpetual preferred shares in a market that currently includes only five participants, the most recent of which was All Nippon Airways.

MARS and MERCURY Sit at the Top of Metaplanet's Capital Stack

The proposed product is not a single instrument but a two-tier preferred share structure. Class A shares, branded as Metaplanet Adjustable Rate Security (MARS), are designed as the senior income tool and volatility smoothing mechanism within the capital stack. Class B shares, branded as MERCURY, are a $150 million convertible perpetual preferred with a 4.9% annual yen-denominated dividend that Gerovich has described as Metaplanet's domestic answer to Strategy's STRK.

The combined ceiling sits at 555 billion yen, roughly $3.7 billion, which is the figure Metaplanet has approved through extraordinary general meeting resolutions to raise across the structure. Both instruments are designed to fund continued Bitcoin accumulation while limiting the equity dilution that has historically come with the firm's at-the-market common share issuance.

Japan's Rules Are Forcing Some Inventive Workarounds

The reason the product has not yet launched, despite the structural approvals being in place since late 2025, comes down to two specific points of friction with Japanese market rules. The first is the dividend coverage requirement. Japan expects preferred share dividends to be supported by sustainable cash flows generated from underlying operations, which is a harder bar to meet for a company whose primary business is holding an appreciating digital asset. Metaplanet has argued that its Bitcoin Income Generation Business, now with six quarters of operating history, has demonstrated stable recurring cash flows across both rising and falling Bitcoin price environments. That track record is the foundation of the firm's qualification for the product.

The second is the dividend frequency question. Listed Japanese companies typically pay dividends once or twice a year. Metaplanet is targeting monthly distributions, which requires additional review and operational design work that has slowed the launch timeline. Gerovich acknowledged that this is the specific element responsible for the most recent delays.

A third structural complication relates to issuance mechanics. Japanese regulation does not permit the at-the-market share sales that Strategy uses to issue both common stock and perpetual preferreds in the US. Metaplanet has built around this by adopting a moving strike warrant, or MSW, structure that achieves a similar economic outcome through a different legal instrument.

Saylor Cleared the Runway for Twelve Months

The competitive backdrop to all of this is that Metaplanet has a defined head start in the Japanese market that it intends to use. At the Bitcoin MENA conference in Abu Dhabi in December 2025, Gerovich asked Saylor directly whether Strategy would issue preferred equity in Japan. Saylor confirmed that MSTR would not enter the Japanese preferred market for at least twelve months, explicitly framing the timeline as a head start for Metaplanet. That window expires in December 2026, which adds urgency to the regulatory work Metaplanet is currently completing.

Strategy currently has four perpetual preferred share issuances active in the US and recently launched its first overseas product, STRM, denominated in euros. The model has been described by Saylor as "digital credit," a category designed to give institutional investors fixed-income-style exposure to Bitcoin treasury companies without taking direct equity volatility. Saylor has publicly predicted a dozen issuers will emerge globally. Gerovich has argued for fewer issuers with stronger balance sheets, with Metaplanet focused on Japan first and Asia as a potential second market.

Whether Metaplanet's preferred shares launch in months or quarters from here depends largely on how Japan's regulatory review of the monthly dividend structure resolves. The instruments themselves, the capital approval and the strategic positioning are all in place. What remains is execution against a regulatory framework that was not built with Bitcoin treasury companies in mind.

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