Metaplanet CEO Simon Gerovich announced Friday that the Japanese Bitcoin treasury company will sharply reduce its Series 10 stock acquisition rights pool following sustained shareholder pressure over dilution, while simultaneously revealing plans to open a new Hong Kong asset management subsidiary.
Series 10 Pool Slashed by 131.3 Million Shares
Metaplanet will reduce the number of potential shares underlying its Series 10 rights by 131.3 million, bringing the total down from 319.464 million to 188.19 million. The adjustment resets the conversion ratio from 1:696 back to 1:410, the level that existed before the company’s September 2025 international share offering.
Gerovich confirmed in an X post that shares already delivered through prior exercises will not be returned or canceled, and that the reduction applies exclusively to shares available through future exercises.
According to Gerovich, the change will extinguish more than $220 million in warrant value and lift the company’s Bitcoin per fully diluted share by approximately 8.8%.
Incentive Plan Scrapped, New Vesting Schedule Imposed
As part of the same announcement, Metaplanet said it is withdrawing its earlier plan to transfer up to 90,000 rights into a long-term officer and employee incentive vehicle. The company will instead develop a new compensation programme with a leading global compensation consultant.
Under the revised terms, all unvested rights will face additional exercise restrictions, with one-third becoming exercisable in each of 2029, 2030 and 2031.
Gerovich stated he recused himself from the board’s deliberations and vote on the adjustment because he personally holds Series 10 rights. Metaplanet disclosed on Aug. 31 that Gerovich had exercised rights to acquire 92,000 shares under the Series 10 pool.
Background: Shareholder Backlash Over Dilution
The move follows months of shareholder criticism after Metaplanet expanded the option pool from 46 million shares to 319.5 million. On Aug. 18, the company acknowledged that expanding the pool ‘amplifies the dilution borne by existing shareholders,’ though it fixed the pool at 319.5 million shares at that time. Some shareholders had called for the full cancellation of the 273 million additional potential shares created by the expansion.
Set against that request, the cut is partial. Cancelling all 273 million would have returned the pool to roughly its original 46 million. The 131.3 million being removed is close to half of that, and leaves the pool at about four times its pre-expansion size. Those comparisons are CNR’s own arithmetic from the figures Metaplanet has published.
VanEck’s head of digital asset research, Matthew Sigel, called Friday’s adjustment a ‘meaningful concession’ that better aligns management with shareholders.
Hong Kong Subsidiary to Trade Bitcoin, Equities and Credit
In a separate announcement on the same day, Metaplanet revealed plans to establish Metaplanet Asset Management Asia Limited in Hong Kong, capitalised at $1 million, with the launch targeted for later in September.
The subsidiary will conduct trading in Bitcoin, equities and credit products during Asian market hours.
The new entity forms part of Metaplanet’s ‘Project Nova,’ an initiative aimed at building a Bitcoin-centred financial 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 create a securities arm.
Stock Reaction
Metaplanet shares declined 3.8% on Friday, extending their five-day loss to 15%, according to Yahoo Finance data.
