Metaplanet announces the establishment of a Hong Kong subsidiary while making major executive and st

Metaplanet Board Resolution: Reduction of options pool, establishment of Hong Kong subsidiary and senior management adjustments

After the board meeting on Friday, September 11, Metaplanet (TYO: 3350) announced a series of major updates, including the establishment of a new Hong Kong subsidiary, the appointment of a new Chief Financial Officer (CFO), and a 41% reduction in the size of the controversial stock options pool.

Previously, Gerovich admitted that the company's options pool plan was flawed, which led to a 17% decline in its share price last week due to concerns about equity dilution. The disclosure is intended to respond to questions about corporate governance and compensation.

Why is Metaplan's options pool controversial?

The drama surrounding Metaplanet's tenth series of stock options dates back to February 2023. At the time, the company led by Gerovich issued a going concern warning over its troubled hotel business in Japan. It was at that time that executives and employees participated in the paid stock options plan.

Over the years, as the company continued to issue shares to buy Bitcoin, the options pool was automatically adjusted to 20% of fully diluted capital, ultimately causing the number of potential shares to surge from approximately 46 million shares to 319.46 million shares. However, when the board finally decided on August 18 to freeze the mechanism, the huge figure they set of 319.46 million shares did not satisfy critics.

Tensions escalated further on August 31 when it was revealed that Gerovich exercised his own rights and acquired 64.032 million shares. Gerovich's relationship with major shareholder MMXX Ventures added fuel to the flames.

What modifications did Metaplanet make to the stock options pool?

Currently, Metaplanet's board of directors has agreed to reduce the option pool size by 41.1% from 131,274 million shares to 188,190 million shares, converting each option unit to 410 shares instead of the 696 shares originally proposed.

Excluding exercised rights, the remaining excess declined by 55.5 percent, from 236.64 million shares to 105.366 million shares.

The process of arriving at new numbers involves some rearrangement. Metaplanet has advanced the reference date it uses to determine the size of rights from June 30, 2026 to September 1, 2025. In addition, the company abandoned a plan to no longer transfer as many as 90,000 rights to separate long-term incentive vehicles.

However, the exercise price of 10 yen and the lock-up period ending August 17, 2031 remain unchanged.

Metaplanet expands into Hong Kong market

Starting this month, Metaplanet Asset Management Asia Limited will start operations as a wholly-owned subsidiary of Metaplanet with an initial capitalization of US$1 million. Gerovich, Darren Winia and Kelvin Lee were named directors of the new division. The company's move is part of its "Nova Plan" to build a financial platform with Bitcoin as its core.

The Hong Kong subsidiary will be responsible for trade execution, position monitoring and risk management during Asian trading hours, and will work with the Miami-based Metaplanet Asset Management Inc., which opened in March this year. Form complementarity.

Financial leadership changes and capital reset

The board of directors also simultaneously reorganized its senior management team. Yoshihisa Ikurumi was transferred from chief financial officer to executive director and administrative director;Shinpei Okuno, who previously served as head of capital markets and investor relations, now takes over as chief financial officer.

In addition, Metaplanet will convene an extraordinary shareholders 'meeting in virtual form on December 18 (the recorded date is September 30) to seek shareholders' approval to write down the share capital from approximately 27.8 billion yen to 1 yen and write down the capital reserve to zero.

The company described the reclassification as a way to increase the distributable amount and clear accumulated losses of approximately 1.8 billion yen as of the end of 2025, thereby providing more room for dividend payments and share buybacks. If approved, the change will take effect on December 30.

Metaplanet shares closed at 249 yen on Friday, after closing at 259 yen and a 52-week trading range of 192 yen to 779 yen, according to Google Finance data. The company remains one of the largest Bitcoin holders among listed companies.