Metaplanet Cancels Early Rights and Issues New SARs to Fuel Bitcoin Accumulation

TLDR:

• Metaplanet cancels 20th–22nd Series SARs and issues 23rd & 24th Series rights via third-party allotment.
• New SARs have no discount on exercise price and adjust daily based on closing share price.
• Estimated net funding from issuance and exercise: ~¥147.9 billion toward BTC strategy.
• Maximum dilution from new rights limited to ~18.38% of shares if fully exercised.

Metaplanet Inc. (TSE Standard: 3350) confirmed that it will cancel its 20th-22nd Series Stock Acquisition Rights (SARs) and issue new 23rd and 24th Series rights effective December 8, 2025. The board approved the move on November 20, 2025. 

This strategic refinancing involves a third-party allotment to EVO FUND (Cayman Islands) and execution of a purchase agreement tied to the new SARs. The company states this scheme aims to optimize its capital structure and support its Bitcoin holdings strategy.

Refinancing Details and Issuance Terms

Metaplanet will acquire and cancel all remaining rights of the 20th Series (284,400 units at ¥114 each), the 21st Series (1,850,000 units at ¥99) and the 22nd Series (1,850,000 units at ¥89) as of December 8, 2025. 

Simultaneously, the company will issue a total of 2,100,000 new rights (1,050,000 in each of the 23rd and 24th Series) via third-party allotment to EVO FUND. The issue prices are ¥23 for the 23rd Series and ¥14 for the 24th Series, with potential issuance of 210,000,000 common shares (100 shares per right) upon full exercise. 

The initial exercise prices are set at ¥637 (23rd Series) and ¥777 (24th Series). Adjustments will occur daily from January 6, 2026 onward, reflecting the previous trading day’s closing price, but not below the respective lower limits. 

The scheme also includes a suspension clause: Metaplanet may request the allottee to suspend exercise of the rights during defined periods to control dilution. 

Purpose, Capital Use and Share-Dilution Impacts

Metaplanet notes the restructuring comes in the context of its revised “555 Million Plan”, aiming at holding over 210,000 BTC by end-2027. 

The company says the narrower series count (reducing from three to two) and the 100% closing-price exercise adjustment (without discount) should reduce potential impact on existing shareholders. 

The estimated net proceeds from the new rights issuance and exercise total roughly ¥147,924,850,000 (≈ USD 1.0 billion), after deduction of issuance costs. Based on the current issued share count (approx. 1,142 million shares as of Oct 31, 2025), full exercise would represent a dilution ratio of ≈ 18.38% on a shares basis. 

Metaplanet states that while dilution remains, the potential share count under the new rights (210 million shares) falls below the previous rights’ potential (398.44 million shares) and therefore improves the company’s long-term capital flexibility. 

The board asserts that the allottee has funded capacity to subscribe and exercise the new rights, and that transfer restrictions apply under the purchase agreement. 

By replacing the previous SARs rather than simply issuing additional rights, Metaplanet positions the transaction as both a cancellation and a new-issuance scheme. The company describes the combined move as a “Refinancing” aimed at both restructuring its funding base and advancing its Bitcoin acquisition goals.

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