CoinDesk
Metaplanet's independent directors defended its 10th series of stock acquisition rights, an executive equity plan that drew shareholder protests over dilution. After criticism, the company cut the potential share pool by 41% to 188.2 million, a reduction it said extinguished more than $220 million in potential warrant value.
In a Sept. 29 letter, directors said management bought the rights with personal funds during a financial crisis, when Metaplanet was still a struggling hotel operator. They described the scheme as a restructuring investment and long-term incentive. Shareholders approved the original terms in February 2023 with more than 98% of voting rights, or 78.3% excluding then-majority shareholder EVO.
The changes ended automatic adjustments for equity issued after Sept. 1, 2025, and added staggered exercise restrictions through 2031. The company said the revisions improved fully diluted bitcoin per share by about 8.8%. Directors said exercised and unexercised rights equal about 12.5% of total shares.
The letter did not address CEO Simon Gerovich's 64 million shares exercised in August before the reset, or investor concerns about shareholder MMXX Ventures and Gerovich's personal economic interest in it. Metaplanet has said the exercised shares will not be returned because they were valid under the terms then in force. Its shares closed 2% higher at 286 yen on Wednesday.
Frequently asked questions
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How much did Metaplanet reduce the potential share pool?
The company cut the potential share pool by 41% to 188.2 million, saying the reduction extinguished more than $220 million in potential warrant value.
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What rationale did Metaplanet's directors give for the rights plan?
They said management bought the rights with personal funds during a financial crisis and characterized the scheme as a restructuring investment and long-term incentive.
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How did shareholders vote on the original terms?
The original terms received more than 98% of voting rights in February 2023, or 78.3% when the then-majority shareholder EVO was excluded.
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What changes did Metaplanet make to the rights plan?
The company ended automatic adjustments for equity issued after Sept. 1, 2025, and added staggered exercise restrictions through 2031.
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Which investor concerns did the directors' letter leave unanswered?
It did not address Gerovich's 64 million shares exercised in August before the reset or investor concerns about MMXX Ventures and his personal economic interest in it.
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