Metaplanet shrinks its Series 10 stock pool by 41% and launches Hong Kong subsidiary

Japanese-listed company Metaplanet adjusts its Series 10 stake to alleviate dilution concerns

Japan's publicly listed bitcoin reserve company Metaplanet has taken action to allay shareholders 'concerns about its Series 10 stock Acquisition rights. CEO Simon Gerovich issued a statement on Friday saying the company would further revise the terms of rights in response to potential dilution criticism caused by the expansion of the options pool.

Metaplanet plans to reduce the number of shares that can be delivered through future exercises of Series 10 rights by 131.3 million shares, reducing the potential total share number from 319.464 million shares to 188.19 million shares. This adjustment was achieved by resetting the conversion ratio from 1:696 to 1:410-which was described as the level before the international placement in September 2025-while leaving the shares delivered unchanged.

Core Points

• Metaplanet will reduce potential shares arising from future Series 10 exercises from 319.464 million shares to 188.19 million shares.
• The conversion ratio will be reset from 1:696 to 1:410, consistent with the level before September 2025.
• Previously exercised shares will not be revoked, and the dilution reduction will only apply to future exercises of rights.
• The company said the adjustment eliminated more than $220 million in the value of warrants and increased the "fully diluted bitcoin per share" indicator by approximately 8.8%.
• Metaplane also withdrew plans, which previously transferred rights to executive and employee incentive tools, and tightened ownership schedules and exercise limits.

Dilution concerns prompt Series 10 reset

Gerovich's announcement was a response to a wave of strong shareholder opposition, focusing on the dilution risk posed by the expansion of the Metaplanet options pool. It was previously reported that the company increased its options pool from 46 million shares to 319.5 million shares, a move that drew close attention from investors to how incremental rights diluted the interests of existing holders.

Metaplanet previously announced on August 18 that it had set a "fixed" pool size at 319.5 million shares. However, some shareholders called for the cancellation of potential shares of an additional 273 million shares created by the expansion.

In Friday's latest update, Gerovich said the company will reduce the number of potential shares associated with future Series 10 exercises. Specifically, Metaplanet will reduce the conversion ratio to issue fewer shares when rights are exercised in the future, while retaining and not revoking any shares that have been acquired through early exercises.

From a financial perspective, Gerovich noted that the change would eliminate more than $220 million in warrant value and increase the company's "fully diluted bitcoin per share" indicator by approximately 8.8%. The logic is very straightforward: if there are fewer shares that can ultimately be issued through the rights mechanism, the dilution denominator will shrink.

Revised rights terms: Changes and unchanged

Metaplanet's revised terms include quantitative changes (reductions in potential deliverable shares) and structural changes in the way rights are vested and exercised.

The CEO said the company will withdraw plans, which transferred up to 90,000 rights to long-term executives and employee incentive tools. Gerovich said instead, Metaplanet will develop a new compensation plan with the help of a "leading global compensation consultant."

Under the revised structure, all unvested rights will face additional exercise restrictions. Gerovich said rights will be exercisable in three phases, with one-third in 2029, 2030 and 2031 respectively. This is crucial for shareholders because even if the total theoretical number of shares is limited by the conversion ratio, timing affects how quickly potential dilutions actually occur.

This update follows corporate actions surrounding Series 10 rights in late August. According to the company's disclosure documents, on August 31, Metaplanet disclosed that Gerovich exercised rights in the Series 10 pool to acquire 92,000 shares. Gerovich said that because he holds Series 10 rights, he recused himself from the board's review and vote on the adjustment.

Previously, on August 18, Metaplanet admitted in a disclosure document that expanding the pool size "exacerbated the dilution borne by existing shareholders," a statement that heralded investors 'rebound and the ultimate decision to review the structure.

Market Reaction and Investor Signals

The adjustment in Series 10 immediately triggered comments from market observers. Matthew Sigel, director of digital assets research at VanEck, described the change in a social media post on Friday as a "meaningful concession" that he believed would better align management with shareholder interests.

The company's share price showed some fluctuations around the announcement. Metaplanet's share price fell 3.8% on Friday, extending a five-day decline, with a cumulative decline of 15%, according to Yahoo Finance.

While price movements may be influenced by broader market dynamics, the timing of dilution repairs is noteworthy: the company showed a willingness to reduce future deliveries shortly after it had to respond to criticism that expansion of its rights could weaken its position as existing investors.

"Project Nova" goes beyond a pure reserves strategy to deploy Hong Kong

In addition to the Series 10 amendments, Metaplanet also outlines plans to expand its business footprint in Asia. The company announced on Friday that it plans to establish a new Hong Kong subsidiary, Metaplanet Asset Management Asia Limited, in late September, with an initial capital of US$1 million.

The subsidiary is expected to trade bitcoin, stocks and credit products during Asian market trading hours. Metaplanet said the move is part of "Project Nova," a broader effort to build a bitcoin-centric platform that covers asset management, securities, capital markets and other financial services.

In June this year, Metaplanet agreed to acquire Siiibo Securities for 2.1 billion yen (approximately US$13.1 million), with the official goal of forming a securities company. The acquisition plan is aligned with the company's new Hong Kong structure and suggests Metaplanet is trying to move away from a purely reserve theory to a platform model that supports trading and capital market activities.

For investors, the current correlation is reflected in two aspects: first, corporate governance actions and dilution issues are directly related to shareholder interests; second, a company's platform expansion may affect how it funds growth and manages risks across different revenue lines. Currently, the Series 10 amendment is the most specific recent change, and the Hong Kong subsidiary appears scheduled to be implemented later this year.

Looking forward, investors should be watching whether Metaplanet will provide more details about the revised compensation plan structure and how the reduced Series 10 conversion ratio affects the company's fully diluted share calculation as more rights are vested between 2029 and 2031.