Japan’s largest corporate holder of Bitcoin has approved a significant change to its capital structure, signalling a move towards attracting income-focused institutional investors from overseas while maintaining its Bitcoin-centric balance sheet strategy.

Metaplanet confirmed on Monday that shareholders had approved a series of proposals allowing the company to issue dividend-paying preferred shares and widen participation to international institutional capital.

Capital overhaul approved by investors

According to Dylan LeClair, Metaplanet’s Bitcoin strategy director, investors voted in favour of five proposals that collectively reshape how the company can raise funds.

The changes expand the firm’s authority to issue preferred shares, revise dividend mechanics and enable participation by overseas institutions. A key element involves reclassifying capital reserves, which allows the company to pay dividends on preferred shares and potentially carry out buybacks in the future.

Shareholders also approved a doubling of the authorised number of both Class A and Class B preferred shares. Dividend structures were amended to allow for floating and periodic payouts, marking a clear departure from Metaplanet’s earlier reliance on growth driven primarily by dilution of common equity.

Shift towards income-focused structures

The approval marks a strategic evolution for the company. Instead of focusing solely on equity issuance tied to Bitcoin accumulation, Metaplanet is now blending its Bitcoin treasury model with more traditional capital market instruments.

By offering preferred equity with defined income features, the company is packaging exposure to its corporate Bitcoin holdings in a format familiar to institutional investors. This approach provides indirect Bitcoin exposure without requiring investors to hold spot Bitcoin or accept the volatility associated with common shares.

The strategy reflects a broader effort to coexist with conventional financial structures while preserving a Bitcoin-focused balance sheet.

New dividend mechanics for preferred shares

One of the most notable changes concerns Class A preferred shares. These have been amended to include a monthly floating-rate dividend structure known as the Metaplanet Adjustable Rate Security.

This structure is designed to deliver regular income and aligns with institutional demand for predictable cash flows. Floating dividends also allow returns to adjust in line with market conditions, which can appeal to investors seeking yield with some protection against interest rate changes.

Class B preferred shares have also been revised. They now include quarterly dividend payments, a 10-year issuer call option set at 130 per cent of face value and an investor put option. The put option can be exercised if a qualifying initial public offering linked to the security does not take place within one year.

Under these terms, Metaplanet retains the right to repurchase the shares after a decade at a premium, while investors gain an exit route if public listing plans do not materialise within the agreed timeframe.

Appeal to overseas institutional capital

The updated structure mirrors protections commonly found in private credit and structured equity markets, which may help reduce downside risk for long-term providers of capital.

By explicitly allowing Class B preferred shares to be issued to overseas institutional investors, Metaplanet is opening its capital base to global funds that may be restricted from holding Bitcoin directly or reluctant to take exposure through volatile equity instruments.

This move positions the company as a bridge between traditional institutional finance and Bitcoin-based corporate strategies, offering a regulated equity product backed by substantial Bitcoin holdings.

Bitcoin holdings and global expansion

At press time, Metaplanet held approximately 30,823 Bitcoin, valued at around 2.75 billion dollars according to data from Bitcoin Treasuries. This makes it the largest corporate Bitcoin holder in Asia and the fourth largest globally.

The company is frequently compared to US-based corporate Bitcoin treasury models, though it operates within Japan’s distinct regulatory and capital markets environment. Its evolving approach highlights how non-US firms are adapting Bitcoin strategies to local constraints while still pursuing global capital access.

Last Friday, Metaplanet announced plans to begin trading in the United States through American Depositary Receipts on the over-the-counter market. The move follows the establishment of a subsidiary in Miami earlier this year and further underlines the firm’s ambition to expand its international investor base.