Invest1 publisher3 min readPublished
Metaplanet answers a 17% slide by cutting its option units from 696 shares each to 410
A 17% two-day selloff got Metaplanet's board to take 131.27 million potential shares out of its contested option pool in four days, and to add a new CFO, a Hong Kong arm and a December capital vote.
The Investor · Invest desk
What happened
- Shareholders sold Metaplanet down about 17% over September 7 and 8 in protest at dilution and governance around its 10th Series stock options.
- At a September 11 board meeting the company cut that option pool by 41.1% to 188,190,000 shares, converting each unit into 410 shares instead of the 696 originally proposed.
- Yoshihisa Ikurumi moved from CFO to Executive Officer, Director of Administration, and Shinpei Okuno, who ran capital markets and investor relations, became CFO the same day.
- A new Hong Kong subsidiary will handle trade execution, position monitoring and risk management during Asian hours, alongside the Miami asset-management arm opened in March.
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Why it matters
- constraint The concession came entirely out of the conversion ratio, so all 459,000 units survive with their 10-yen exercise price and their lock-up to August 2031. The same instrument is available to fight over again.
- exposure The 82,824,000 shares already exercised out of the pool sit outside the reduction and stay in the share count, and 77% of them are Gerovich's.
- decision Clearing the 1.8 billion yen deficit and freeing distributable amount puts dividends and buybacks on the table at a company that has been issuing shares to buy Bitcoin. December's vote is about which direction cash moves.
- precedent Holders now know that two days of selling moved a compensation item in four days. That sets the price of the next disputed resolution at Metaplanet.
Metaplanet's board kept all 459,000 option units on September 11 and changed only what each one converts into: 410 shares instead of the 696 it had proposed [1][3][4]. The 41.1% cut is 410 divided by 696 [5]. The 10-yen exercise price and the lock-up running to August 17, 2031 are unchanged [15].
The pool got large by design. From February 2023, officers and employees bought into the paid scheme while the hotel business carried a going-concern warning. The rights automatically resized to 20% of fully diluted capital. Roughly 46 million potential shares became 319.46 million as the company issued stock to buy bitcoin [27][10]. The board froze that mechanism on August 18 and critics were not satisfied with the frozen figure [11]. Twenty percent of fully diluted capital at 319.46 million implies a base near 1.6 billion shares, against which the new 188.19 million is about 11.8% [12].
Two of the numbers in the announcement carry the same difference. The remaining overhang falls 55.5%, from 236,640,000 shares to 105,366,000 [6]. The gap in each pair is the 82,824,000 shares already issued on exercise [7], and the reduction does not reach them. Of those, 64.032 million went to Gerovich, who leads the company, disclosed on August 31 [8][18]; that is 77% of the exercised total [9].
Getting to 410 took two adjustments. The reference date used to size the rights moved back from June 30, 2026 to September 1, 2025 [13]. Also abandoned: a plan to shift up to 90,000 rights, about a fifth of the units, into a separate long-term incentive vehicle [14][29].
The December item is the one with cash attached: shareholders will be asked on December 18 to cut capital stock from about 27.8 billion yen to a single yen and the capital reserve to zero [22]. The meeting is virtual-only, the record date is September 30, and the change takes effect December 30 if approved. Cryptopolitan's report names no authorised buyback. Metaplanet framed the reclassification as a way to lift its distributable amount and clear an accumulated deficit of roughly 1.8 billion yen carried at the end of 2025, giving it more room for dividends and buybacks [23].
The stock closed at 249 yen on Friday against a previous close of 259 yen, inside a 52-week range of 192 to 779 yen, according to Google Finance [24]. That is 68% below the high [25]. If the 10-yen exercise price applies per share, the surviving pool carries about 45 billion yen of intrinsic value at that close [26].
The discipline reading is half earned. A two-day 17% selloff over dilution and governance [16] moved a compensation item in four days [1], and Cryptopolitan reports that Gerovich acknowledged the pool had been poorly presented [17]. The concession came out of the conversion ratio, the exercised shares stayed, and the Hong Kong unit went ahead as planned. It is capitalised at $1 million, with Gerovich, Darren Winia and Kelvin Lee as directors under the Project Nova banner [19]. A pool sized below 20% on the next issuance program, or a second cut to the 105.37 million overhang, would show the discipline is real. The capital reduction passing while the pool is resized upward again would show it was presentation.
What to watch
- The December 18 vote on cutting capital stock to one yen, and whether any dividend or buyback is actually authorised after the December 30 effective date.
- Whether the 105,366,000-share remaining overhang, or the 64.032 million shares Gerovich already exercised, gets addressed at all.
- How the pool is sized in the next share issuance program, given the frozen mechanism previously reset it to 20% of fully diluted capital.