Tokyo-listed Bitcoin treasury company Metaplanet has cut the size of its Series 10 Stock Acquisition Rights pool by 41 percent following sharp shareholder criticism over dilution and executive compensation. The board approved the change on September 11, reducing the maximum potential shares from approximately 319.46 million to 188.19 million by resetting the conversion ratio from 1:696 to 1:410.

The adjustment applies only to future exercises. Shares already issued under earlier terms will remain outstanding. After accounting for rights previously exercised, the remaining potential overhang drops 55.5 percent from 236.64 million shares to 105.37 million. Chief Executive Simon Gerovich stated the move extinguishes more than $220 million of warrant value and raises Bitcoin holdings per fully diluted share by roughly 8.8 percent.

Background to the Dilution Dispute

Metaplanet introduced the Series 10 rights in 2022 as a floating pool sized at 20 percent of fully diluted capital rather than a fixed number of shares. As the company shifted to a Bitcoin treasury strategy and repeatedly sold shares to fund purchases of the cryptocurrency, the pool expanded automatically. By mid-2026 the potential share count had grown from an earlier base of about 46 million to more than 319 million.

Investors who entered after the Bitcoin pivot objected that the structure transferred value to management at their expense. An August amendment froze the pool at roughly 320 million shares but left critics unsatisfied. On August 31 the company disclosed that Gerovich had exercised rights for 64.03 million shares under the then-prevailing terms. Those shares are not being returned. Under the revised structure he retains the right to acquire a further 49.128 million shares.

Gerovich recused himself from the board’s deliberation and vote on the latest amendment because he holds Series 10 rights. All rights holders consented to the change before the resolution.

New Exercise Restrictions and Compensation Overhaul

Unvested Series 10 rights will now vest in three equal tranches, becoming exercisable on August 18 of 2029, 2030 and 2031. Rights that already vested earlier this year remain exercisable. Shares obtained from any exercise continue to carry a lock-up through August 17, 2031. The exercise price stays at 10 yen per share.

The company has withdrawn a previously announced plan to transfer up to 90,000 rights into a long-term officer and employee incentive vehicle. It will instead design a new compensation program with input from an external global consultant. Metaplanet said the amendment is expected to have an immaterial effect on consolidated results for the current fiscal year.

Hong Kong Subsidiary and Leadership Changes

In the same board meeting Metaplanet approved the formation of Metaplanet Asset Management Asia Limited, a wholly owned Hong Kong subsidiary capitalized at an initial $1 million. The unit will handle trade execution, position monitoring and risk management for Bitcoin, equities and credit products during Asian trading hours. Directors include Gerovich, Darren Winia and Kelvin Lee. The subsidiary forms part of the firm’s Project Nova initiative to build a broader Bitcoin-centered financial platform that already includes a U.S. asset-management arm and a pending securities acquisition.

Effective the same day, Shinpei Okuno, previously head of capital markets and investor relations, assumed the role of chief financial officer. Former CFO Yoshihisa Ikurumi moved to executive officer and director of administration.

Proposed Capital Reduction

Metaplanet will seek shareholder approval at a virtual extraordinary general meeting on December 18 to reduce capital stock from about 27.8 billion yen (approximately $173.8 million) to one yen and to eliminate its capital reserve. The record date is September 30. If approved, the change would take effect December 30 and is intended to clear an accumulated deficit of roughly 1.8 billion yen (approximately $11.3 million),thereby increasing the company’s capacity for dividends and share buybacks.

Metaplanet shares closed lower on the day of the announcements, extending a multi-day decline that had reached about 15 to 17 percent amid the earlier governance concerns. The company remains one of the largest publicly listed corporate holders of Bitcoin, with approximately 43,000 BTC on its balance sheet.