Metaplanet, Japan's largest corporate holder of Bitcoin, has received shareholder approval for a major overhaul of its capital structure. The company's board greenlit five proposals that enable the issuance of dividend-paying preferred shares specifically designed to attract overseas institutional investors, marking a strategic pivot from a pure growth model to a more traditional capital markets approach.
The approved measures include reclassifying capital reserves to fund preferred share dividends and potential buybacks, doubling the authorized number of Class A and Class B preferred shares, and amending dividend structures. A key change is the amendment for Class A shares to adopt a monthly, floating-rate dividend structure called the "Metaplanet Adjustable Rate Security." Class B shares were amended to include quarterly dividends and are cleared for issuance exclusively to international institutional investors.
This structure is seen as a bridge for global funds, pension managers, and asset allocators seeking Bitcoin exposure but hesitant due to custody, regulatory, or volatility concerns associated with holding BTC directly or investing in volatile common stock of crypto-focused companies. The Class B shares include investor protections such as a 10-year issuer call option at 130% of face value and an investor put option if Metaplanet does not complete an Initial Public Offering (IPO) within a year.
Metaplanet, which held approximately 30,823 BTC (worth $2.75 billion) at the time of the announcement, is the fourth-largest corporate Bitcoin holder globally. The company has been expanding its global footprint, recently beginning to trade on the U.S. Over-The-Counter (OTC) market and establishing a strategic subsidiary in Miami, Florida, to help localize a "U.S.-style Bitcoin strategy" within Japan's regulatory environment.
