Metaplanet cuts Series 10 stock pool by 41%, plans Hong Kong subsidiary

Metaplanet CEO Simon Gerovich said the Japanese Bitcoin treasury company will further amend its Series 10 stock acquisition rights amid shareholder backlash over dilution concerns.

Metaplanet will reduce the number of potential shares underlying the rights by 131.3 million, from 319.464 million to 188.19 million, by resetting the conversion ratio from 1:696 to 1:410, the level before its September 2025 international share offering.

Shares already delivered through prior exercises will not be returned or canceled. The reduction applies to the number available through future exercises.

The change will extinguish more than $220 million in warrant value and increase the company’s Bitcoin per fully diluted share by about 8.8%, according to Gerovich.

Metaplanet will withdraw its plans to transfer up to 90,000 rights to a long-term officer and employee incentive vehicle and develop a new compensation program with a leading global compensation consultant. Under the amended terms, all unvested rights will face additional exercise restrictions, with one-third becoming exercisable in each of 2029, 2030 and 2031.

The change follows shareholder criticism of the option pool’s expansion from 46 million shares to 319.5 million. Metaplanet said it fixed the pool at 319.5 million shares on Aug. 18, but some shareholders called on it to cancel the 273 million additional potential shares created by the expansion.

On Aug. 31, Metaplanet disclosed that Gerovich exercised rights to acquire 92,000 shares under the Series 10 pool. Gerovich said he recused himself from the board’s deliberations and vote on the adjustment because he is a Series 10 holder.

On Aug. 18, the company acknowledged that expanding the pool “amplifies the dilution borne by existing shareholders.” 

Metaplanet plans Hong Kong asset management subsidiary

Metaplanet also announced Friday plans to establish Metaplanet Asset Management Asia Limited in Hong Kong with $1 million in initial capital later in September.

The subsidiary will conduct trading in Bitcoin, equities and credit products during Asian market hours.

The new entity is part of Metaplanet’s “Project Nova,” which aims to build a Bitcoin-centered platform spanning asset management, securities, capital markets and other financial services.

In June, Metaplanet agreed to acquire Siiibo Securities in a 2.1 billion yen ($13.1 million) deal to form a securities arm.

Metaplanet shares fell 3.8% on Friday, bringing their five-day decline to 15%, according to Yahoo Finance.