Metaplanet is cutting its Series 10 executive stock pool by 41% and building a Hong Kong subsidiary for Bitcoin and securities trading. The two moves, announced Friday, mark the Tokyo-listed
Metaplanet is cutting its Series 10 executive stock pool by 41% and building a Hong Kong subsidiary for Bitcoin and securities trading. The two moves, announced Friday, mark the Tokyo-listed firm's most concrete response yet to weeks of shareholder anger over dilution.
CEO Simon Gerovich said the company will reduce the shares underlying Series 10 rights from 319.464 million to 188.19 million, a cut of 131.3 million potential shares. The conversion ratio resets from 1:696 back to 1:410, the level in place before Metaplanet's September 2025 international share offering. Shares already issued through past exercises stay in investor hands; only future issuance rights shrink.
Gerovich says the change wipes out more than $220 million in warrant value and lifts Bitcoin per fully diluted share by about 8.8%. Metaplanet also dropped its plan to hand up to 90,000 rights to a new incentive vehicle for officers and staff, and will build a fresh compensation program with an outside consultant. Remaining unvested rights face a longer lockup, vesting in thirds across 2029, 2030 and 2031.
The Series 10 plan dates to December 2022, before Metaplanet adopted its Bitcoin treasury strategy in April 2024. It was structured as 20% of the fully diluted share count rather than a fixed number of shares. That design meant every stock issuance used to fund Bitcoin purchases automatically grew the executive pool alongside it.
Over roughly two years, the pool expanded from about 46 million shares to 319.46 million as Metaplanet raised capital repeatedly for its Bitcoin accumulation. Existing shareholders absorbed dilution with each raise while the potential insider allocation grew in step. Metaplanet itself acknowledged on August 18 that the formula amplified dilution for existing shareholders.
That admission came with a partial fix: the board removed the automatic adjustment clause and froze the pool at 319.46 million shares, with a lockup through August 2031. Critics called this insufficient. Freezing an already expanded pool is not the same as reversing it, shareholders argued, and many demanded cancellation of the roughly 273 million shares created by the expansion.
Ten days after the freeze, on August 28, Gerovich exercised rights for 92,000 units, converting them into 64.03 million shares. That raised his direct holding to about 79.6 million shares, or roughly 6.2% of the company. The timing struck many shareholders as tone-deaf, coming right after management had conceded the pool's growth harmed ordinary investors.
Pseudonymous shareholder "Bitcoin Pharaoh" also pointed to Bitcoin Magazine CEO David Bailey, a Metaplanet strategic advisor who reportedly received 300,000 options at a 105 yen strike price while the stock traded near 510 yen. Bailey defended the arrangement publicly, calling a 20% team allocation over five years reasonable and comparing it to Michael Saylor's stake in Strategy.
Gerovich addressed the criticism directly on September 6, but the response failed to calm investors. Metaplanet shares fell about 7.5% the next trading day and lost roughly 17% over two sessions, even as Bitcoin traded close to flat. Gerovich recused himself from the board's vote on Friday's adjustment, since he personally holds Series 10 rights.
VanEck's head of digital asset research, Matthew Sigel, called the new cut a meaningful concession that better aligns management with shareholders. That view is not universal. The 188.19 million share pool remains far above the original 46 million, so the reduction settles part of the dispute without fully resolving shareholder demands to unwind the expansion entirely.
Metaplanet shares fell 3.8% on the news Friday, extending the five-day decline to 15%.
Alongside the stock pool cut, Metaplanet announced plans to form Metaplanet Asset Management Asia Limited in Hong Kong, capitalized with $1 million, to launch later in September. The subsidiary will trade Bitcoin, equities and credit products during Asian market hours.
This fits into what Metaplanet calls Project Nova, an effort to build a Bitcoin-centered financial platform spanning asset management, securities and capital markets. In June, the company agreed to acquire Siiibo Securities for 2.1 billion yen (about $13.1 million) to build a securities arm. Metaplanet has also set up a U.S. subsidiary, Metaplanet Income Corp., with $15 million in capital for its Bitcoin income generation business.
The governance dispute unfolds against an aggressive accumulation strategy. Metaplanet holds more than 43,000 BTC as of its most recent purchase, making it one of the largest corporate Bitcoin holders globally, trailing only Strategy and a small handful of others. The company's "555 Million Plan" targets 100,000 BTC by the end of 2026 and 210,000 BTC by 2027, goals that require continued heavy share issuance.
That dependency on capital raises is the core tension shareholders are reacting to. Bitcoin accumulation at this scale needs a steady flow of new stock, and every raise dilutes existing holders unless management structures compensation and share pools with restraint. Friday's cut addresses part of that concern. Whether it satisfies investors who want the full 273 million-share expansion reversed remains an open question.
