Japan’s publicly listed Bitcoin treasury company Metaplanet has moved to ease shareholder concerns tied to its Series 10 stock acquisition rights. In an announcement made by CEO Simon Gerovich on Friday, the company said it will further amend the rights after criticism over potential dilution from an expanded option pool.
Metaplanet plans to reduce the number of shares that could be delivered through future exercises of the Series 10 rights by 131.3 million, bringing the potential share count down from 319.464 million to 188.19 million. The company will do this by resetting the conversion ratio from 1:696 to 1:410—described as the level that existed prior to its September 2025 international share offering—while leaving already-delivered shares unchanged.
Key takeaways
- Metaplanet will cut the potential shares from future Series 10 exercises from 319.464 million to 188.19 million.
- The conversion ratio will be reset from 1:696 to 1:410, aligning with the pre–September 2025 level.
- Previously exercised shares will not be reversed, and the dilution reduction applies only to future rights exercises.
- The company says the adjustment eliminates more than $220 million in warrant value and raises Bitcoin-per-fully-diluted-share by about 8.8%.
- Metaplanet is also withdrawing earlier plans related to transferring rights into an officer and employee incentive vehicle and is tightening vesting timelines and exercise restrictions.
Dilution concerns prompt a Series 10 reset
Gerovich’s announcement responds to a wave of shareholder pushback focused on the dilution risk created by Metaplanet’s option pool expansion. According to earlier coverage by Cointelegraph, the company increased the pool from 46 million shares to 319.5 million, which drew scrutiny from investors concerned about how incremental rights could dilute existing holders.
Metaplanet had previously stated that it “fixed the pool” at 319.5 million shares on Aug. 18. However, some shareholders called for the cancellation of 273 million additional potential shares that were generated by that expansion.
In Friday’s update, Gerovich said the company will reduce the number of potential shares tied to future Series 10 exercises. Specifically, Metaplanet will lower the conversion ratio so fewer shares can be issued when the rights are exercised later, while leaving any shares already obtained through earlier exercises intact and uncanceled.
Financially, Gerovich said the change would extinguish more than $220 million in warrant value and improve the company’s Bitcoin-per-fully-diluted-share measure by about 8.8%. The logic is straightforward: if fewer shares can ultimately be issued via the rights mechanism, the dilution denominator shrinks.
What changes—and what doesn’t—under the amended rights
Metaplanet’s amended terms include both quantitative changes (fewer shares potentially deliverable) and structural changes to how the rights vest and can be exercised.
The CEO said the company will withdraw plans to transfer up to 90,000 rights to a long-term officer and employee incentive vehicle. In its place, Metaplanet will develop a new compensation program with a “leading global compensation consultant,” according to Gerovich.
Under the amended structure, all unvested rights will face additional exercise restrictions. Gerovich said rights will become exercisable in thirds, with one-third exercisable in each of 2029, 2030, and 2031. This matters for shareholders because timing affects how quickly any potential dilution could materialize, even if the total theoretical share count is capped by the conversion ratio.
The update also followed corporate actions around the Series 10 rights in late August. On Aug. 31, Metaplanet disclosed that Gerovich exercised rights to acquire 92,000 shares under the Series 10 pool, according to the company’s filing. Gerovich stated that he recused himself from board deliberations and the vote on the adjustment because he holds Series 10 rights.
Earlier, on Aug. 18, Metaplanet acknowledged in a disclosure that expanding the pool “amplifies the dilution borne by existing shareholders,” a statement that foreshadowed the investor backlash and the eventual decision to revisit the structure.
Market reaction and investor signals
The Series 10 adjustment drew immediate commentary from market observers. In an X post Friday, Matthew Sigel, head of digital asset research at VanEck, described the change as a “meaningful concession” that better aligns management with shareholders.
Company shares reflected some volatility around the announcement. According to Yahoo Finance, Metaplanet shares fell 3.8% on Friday, extending a five-day decline to 15%.
While price moves can be influenced by broader market dynamics, the timing of the dilution fix is notable: the company’s willingness to reduce future deliverables comes shortly after it had to address the criticism that its rights expansion could weaken the position of existing investors.
“Project Nova” expands beyond treasuries with Hong Kong plans
Alongside the Series 10 amendment, Metaplanet also outlined plans to expand its business footprint in Asia. The company announced Friday that it intends to establish a new Hong Kong subsidiary, Metaplanet Asset Management Asia Limited, with $1 million in initial capital later in September.
The subsidiary is expected to conduct trading in Bitcoin, equities, and credit products during Asian market hours. Metaplanet said the initiative is part of “Project Nova,” a broader effort to build a Bitcoin-centered platform that spans asset management, securities, capital markets, and other financial services.
In June, Metaplanet agreed to acquire Siiibo Securities in a deal valued at 2.1 billion yen (about $13.1 million), with the stated goal of forming a securities arm. That acquisition plan fits with the company’s new Hong Kong structure, suggesting Metaplanet is attempting to move from a pure treasury thesis toward a platform approach that can support trading and capital markets activities.
For investors, the immediate relevance is twofold: first, corporate actions on dilution are directly tied to shareholder outcomes, and second, the company’s platform expansion could influence how it funds growth and manages risk across different revenue lines. For now, the Series 10 amendment is the most concrete near-term change, while the Hong Kong subsidiary appears set for implementation later in the year.
Going forward, investors should watch whether Metaplanet provides further details on how the revised compensation program will be structured, and how the reduced Series 10 conversion ratio affects the company’s fully diluted share calculations as more rights vest over the 2029–2031 window.
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