Metaplanet CEO Announces Significant Amendments to Stock Acquisition Rights Amid Shareholder Concerns

Metaplanet, a Japanese Bitcoin treasury company, is undertaking substantial revisions to its Series 10 stock acquisition rights in response to significant shareholder backlash concerning potential dilution. CEO Simon Gerovich announced Friday that the company will reduce the number of potential shares underlying these rights by 131.3 million, bringing the total from 319.464 million down to 188.19 million. This adjustment will be achieved by resetting the conversion ratio from 1:696 to 1:410, reverting to the ratio in effect before the company’s international share offering in September 2025.

Gerovich detailed these changes in an X post, clarifying that shares already issued through prior exercises of these rights will remain unaffected and will not be returned or canceled. The reduction exclusively pertains to the number of shares available for future exercises. The company estimates that this alteration will effectively extinguish over $220 million in warrant value and is projected to increase Metaplanet’s Bitcoin holdings per fully diluted share by approximately 8.8%.

Furthermore, Metaplanet has withdrawn its prior intention to transfer up to 90,000 rights to a long-term officer and employee incentive vehicle. Instead, the company plans to collaborate with a leading global compensation consultant to develop a new compensation program. Under the revised terms, all unvested rights will be subject to additional exercise restrictions, with one-third of these rights becoming exercisable in each of the years 2029, 2030, and 2031.

These significant amendments follow a period of intense shareholder criticism directed at the expansion of the company’s executive stock option pool. Initially comprising 46 million shares, the pool was controversially expanded to 319.5 million shares. Metaplanet had previously stated its intention to fix the pool at 319.5 million shares on August 18, but this move was met with calls from some shareholders for the cancellation of the 273 million additional potential shares created by the expansion. The company had acknowledged on August 18 that expanding the pool "amplifies the dilution borne by existing shareholders."

The adjustment has been met with positive reception from industry observers. Matthew Sigel, head of digital asset research at VanEck, described the revision as a "meaningful concession" in an X post, suggesting it better aligns management’s interests with those of the shareholders.

On August 31, Metaplanet disclosed that CEO Simon Gerovich had exercised rights to acquire 92,000 shares from the Series 10 pool. Gerovich has stated that he recused himself from the board’s deliberations and vote on the adjustment of the Series 10 rights due to his status as a Series 10 holder.

In parallel with these adjustments to its stock acquisition rights, Metaplanet also announced on Friday its strategic plans to establish a new asset management subsidiary in Hong Kong. This new entity, to be named Metaplanet Asset Management Asia Limited, will commence operations with an initial capital of $1 million and is slated for launch later in September. The subsidiary is intended to engage in trading activities across Bitcoin, equities, and credit products, specifically during Asian market hours.

The establishment of Metaplanet Asset Management Asia Limited is a key component of the company’s broader initiative known as "Project Nova." This ambitious project aims to construct a comprehensive Bitcoin-centered platform that will encompass a range of financial services, including asset management, securities trading, and capital markets operations. This move into asset management follows Metaplanet’s earlier strategic decision in June to acquire Siiibo Securities for 2.1 billion yen (approximately $13.1 million), a move designed to establish the company’s securities arm.

Metaplanet’s stock experienced a decline of 3.8% on Friday, contributing to a 15% drop over the preceding five-day period, according to data from Yahoo Finance.

The company’s recent disclosures also highlight its ongoing commitment to increasing its Bitcoin holdings. In a separate announcement, Metaplanet revealed that it had purchased an additional 2,823 BTC, pushing its total Bitcoin holdings past the 43,000 mark. This aggressive accumulation of Bitcoin underscores the company’s core strategy and its conviction in the digital asset as a treasury reserve.