MetaPlanet's new capital strategy has become a hot topic. It involves issuing a Moving Strike Warrant (MSW) with an embedded mNAV clause, a world-first.

According to the announcement on March 16, they plan to issue new stock options equivalent to 100 million shares, potentially raising approximately 37.1 billion yen. All the funds raised are intended to be used for additional Bitcoin acquisitions. At first glance, this might seem like a typical capital increase. However, the core of this scheme is fundamentally different.

The mNAV clause is based on a metric that divides the company's market capitalization by its Bitcoin holdings. In other words, the exercise of the warrants is only possible when MetaPlanet's stock price is trading at 1.01 times or more the mNAV level. This design ensures that new shares are only issued when the market values the company above a certain threshold.

Why do this? To protect existing shareholders' value. Usually, raising funds to acquire Bitcoin involves the risk of stock dilution. But by using the mNAV clause, the fundraising proceeds only when the issuance of new shares enhances shareholder value—making it an "accretive" condition. In other words, the warrants can only be exercised when the number of shares increases without decreasing the value per share.

MetaPlanet CEO Simon Gerovich describes this scheme as "a fundraising model that acquires Bitcoin while increasing shareholder value." The warrants are allocated to EVO FUND. The exercise period runs from April 16, 2026, to April 17, 2028. The initial exercise price is set at 373 yen.

However, the 37.1 billion yen figure is only a theoretical maximum. Due to the mNAV clause, if the stock price does not meet the conditions, the warrants will not be exercised. In other words, the fundraising will progress in tandem with market valuation.

More and more companies worldwide are holding Bitcoin as a financial asset. But balancing a BTC acquisition strategy with the protection of existing shareholders' interests has been a difficult challenge. The scheme introduced by MetaPlanet, with its embedded mNAV clause, could serve as a new solution to this challenge. How the market evaluates this mechanism and how much Bitcoin it ultimately leads to will be closely watched.