MicroStrategy CEO Michael Saylor said his firm will not issue preferred equity in Japan for the next 12 months, a declaration made onstage with Metaplanet CEO Simon Gerovich at the Bitcoin for Corporations Symposium. The statement effectively grants Metaplanet an open window to execute a planned preferred-share fundraising that aims to expand its Bitcoin holdings and institutional distribution in Japan and overseas.
Metaplanet has launched a two-tier preferred-share program to fund Bitcoin accumulation. The senior Class A shares, branded MARS, are non-dilutive and sit ahead of Class B and common stock in the capital stack; they carry adjustable monthly dividends and have no conversion rights. The Class B perpetual preferreds, called MERCURY, offer a fixed annual dividend of 4.9% on a ¥1,000 notional and include a long-dated option to convert into common shares at ¥1,000.
The board approved issuance of 23.61 million MERCURY shares priced at ¥900 each, targeting gross proceeds of about ¥21.2 billion (roughly $135–150 million) from overseas institutional investors. Net proceeds are estimated at ¥20.41 billion (about $130 million) and, pending shareholder approval, are slated for deployment by December 29, 2025.
Strategic implications and risks of Saylor’s abstention
Saylor’s voluntary pause removes a major potential competitor from the Japanese preferred-equity market for a year, allowing Metaplanet time to establish investor relationships and market its instruments without immediate replication by a larger incumbent. Observers characterize the window as a strategic headstart to refine pricing mechanics, distribution and corporate governance tied to a Bitcoin accumulation strategy.
However, the model carries material risks. Bitcoin’s volatility creates tail risk for companies holding large reserves; Metaplanet’s stock has experienced deep drawdowns—drops of around 54% and 65% at different points—illustrating correlation between asset-price swings and market valuation. History also shows treasury companies can trade at enterprise values below their crypto holdings during stress periods, compressing investor premiums and raising funding costs. Regulatory uncertainty in key jurisdictions remains another constraint on scale and cross-border capital flows.
MicroStrategy’s earlier preferred instruments, notably the variable-rate perpetual convertible preferred (STRC) that Saylor called a “crown jewel,” provide a precedent for how preferred equity can channel institutional capital into corporate Bitcoin buys. That blueprint combines cash-equity issuance with balance-sheet Bitcoin purchases; Metaplanet’s two-tier approach adapts those mechanics to Japan’s market structure and investor preferences.
Saylor’s 12-month pause crystallizes a singular commercial test: whether Metaplanet can use its preferred-share program to scale Bitcoin holdings and institutional distribution ahead of larger incumbents.
