Tokyo-listed Metaplanet (TYO: 3350) announced sweeping governance changes after its September 11 board meeting, cutting the potential share count in its controversial Series 10 stock acquisition rights by 41%, from roughly 319.5 million to 188.2 million potential shares. The move follows a shareholder revolt that sent the stock down about 17% last week over dilution concerns.
The Series 10 program dates back to early 2023, when the company was still struggling with its hotel business and facing a going-concern warning. Because the option pool automatically resized to 20% of fully diluted capital, it ballooned as Metaplanet issued shares to fund bitcoin purchases—from around 46 million to 319.46 million potential shares. The board froze the mechanism on August 18, but criticism intensified after CEO Simon Gerovich was disclosed to have exercised rights for 64.032 million shares on August 31. Gerovich’s ties to major shareholder MMXX Ventures added further scrutiny.
Under the revised plan, the Series 10 conversion ratio will fall from 696 shares per option right to 410 shares, roughly where it stood a year earlier. Excluding rights already exercised, the remaining overhang drops 55.5%, from 236.64 million shares to 105.37 million. Metaplanet also scrapped a plan to shift up to 90,000 rights into a separate long-term incentive vehicle. The 10-yen exercise price and the lock-up until August 17, 2031 remain unchanged, while remaining options become exercisable in thirds in 2029, 2030, and 2031. Gerovich said the changes wipe out more than $220 million of warrant value and increase bitcoin held per diluted share by about 8.8%.
Metaplanet also launched a wholly owned Hong Kong subsidiary, Metaplanet Asset Management Asia Limited, with $1 million initial capitalization. Directors Gerovich, Darren Winia, and Kelvin Lee are set to oversee trade execution, position monitoring, and risk management during Asian hours as part of the company’s Bitcoin-focused “Project Nova” financial platform. The board also appointed Shinpei Okuno as CFO, replacing Yoshihisa Ikurumi, who becomes Executive Officer, Director of Administration. Shareholders will vote at a virtual-only extraordinary general meeting on December 18 on plans to cut capital stock from about 27.8 billion yen to one yen and reduce capital reserves to zero. Metaplanet said the change would clear an accumulated deficit of roughly 1.8 billion yen and create room for dividends and buybacks. The stock closed at ¥249 on Friday, down from ¥259 previously, and remains one of the largest listed corporate holders of bitcoin.
