Metaplanet Overhauls Capital Framework to Fuel Aggressive Bitcoin Acquisition Strategy

Metaplanet JP3481200008

In a decisive move to fund its ambitious target of accumulating 210,000 Bitcoin by 2027, Metaplanet has successfully restructured its capital base. The company's shareholders unanimously approved all management proposals at an extraordinary general meeting held on December 22, with a notable show of support from Norway’s sovereign wealth fund. This positions the firm to advance one of the world's most aggressive corporate Bitcoin treasury initiatives.

A significant endorsement came from Norges Bank Investment Management (NBIM), the world's largest sovereign wealth fund with approximately $2 trillion in assets under management. NBIM voted in favor of all five resolutions presented at the meeting. Market observers interpret this unanimous support as a strong signal of institutional confidence in the governance framework of a Bitcoin-centric public company. It suggests that dedicated Bitcoin treasury strategies are increasingly viewed as structured, serious financial models rather than speculative ventures.

Shareholder Approval Unlocks Financial Flexibility

The recent EGM granted Metaplanet the legal and financial foundation to significantly expand its Bitcoin strategy. Key resolutions that passed include:

• The reclassification of capital and reserves into an "other capital reserve" account.
• A doubling of the authorized preferred shares for both Class A and Class B, from 277.5 million to 555 million shares each.
• A revision of the terms and conditions for both preferred share classes.

The capital reclassification frees up distributable equity, enabling dividend payments on preferred shares and creating room for potential share buybacks. Meanwhile, doubling the authorized capital for preferred shares provides the company with enhanced agility to raise funds swiftly without needing to convene another shareholder meeting.

Redesigned Preferred Shares Cater to Diverse Investors

Metaplanet has concurrently overhauled the architecture of its preferred shares to appeal to different investor profiles and secure long-term financing flexibility.

• Class A (MARS – Metaplanet Adjustable Rate Security): These securities will now feature monthly, variable-rate dividend payments. The redesign aims to foster more stable price performance and increase appeal for income-focused, risk-aware investors.
• Class B (Mercury): This class will offer quarterly dividends and includes an issuer call option at 130% of the issue price with a ten-year term. Investors also gain put rights should a public listing not occur within one year.

Strategic Pause in Bitcoin Purchases Focuses on Arbitrage

While some retail investors expressed concern over the lack of new Bitcoin purchase announcements since October 1, this pause was a calculated part of a financial repositioning. The decision was driven by movements in the company's Market Net Asset Value (MNAV).

When the MNAV fell below 1.0, Metaplanet's stock traded at a discount to the value of its Bitcoin holdings. In this scenario, share buybacks become mathematically more advantageous than direct Bitcoin purchases, as each invested dollar secures more "Bitcoin value per share." The company has aligned its resources accordingly:

• A $100 million Bitcoin-backed loan, secured by existing holdings, is earmarked for additional purchases during market pullbacks.
• A $500 million credit facility for share buybacks is specifically designed to aggressively exploit discounts of the share price to its intrinsic value (MNAV discounts).

This creates an arbitrage-like approach: direct Bitcoin acquisition during favorable market conditions and aggressive buybacks of its own stock when it trades below its underlying Bitcoin book value.

ADR Program Facilitates U.S. Investor Access

On December 19, Deutsche Bank was appointed as depositary bank for a sponsored American Depositary Receipt (ADR) program. The ADRs, each representing one ordinary Metaplanet share, will trade over-the-counter in the United States under the ticker symbol MPJPY. MUFG Bank acts as the custodian in Japan. This structure is intended to improve settlement and transparency for U.S.-based investors. Critically, the program does not involve issuing new shares, thus avoiding dilution for existing shareholders.

Current Holdings and Forward Path

According to its latest disclosure, Metaplanet holds 30,823 Bitcoin, valued at approximately $2.74 billion. This makes it the largest publicly traded Bitcoin holder in Japan and ranks it among the top six corporate Bitcoin treasuries globally.

With its capital structure now optimized, the company is positioned for the coming years to accumulate further Bitcoin reserves, capitalize on MNAV discount opportunities, and broaden its investor base through the new ADR program.