Metaplanet CEO Answers Shareholders Over a 319M-Share Option Pool

Metaplanet's chief executive has answered shareholders who spent a fortnight asking how his executive option pool grew to 319,464,000 shares. Simon Gerovich posted a statement on X on Sunday conceding the company had explained the Series 10 Stock Acquisition Rights badly, and denying he directs the trading of MMXX Ventures, a shareholder tied to him. He did not say whether the pool would be cut back. The stock fell again on Monday in Tokyo. Four accounts of the statement were published between Sunday and Tuesday, and they do not agree on how far the shares dropped.

"We have not done a good enough job of explaining this clearly," Gerovich said.

How the pool reached 319 million

The Series 10 rights were written to float. Instead of a fixed number of shares, the pool was defined as a share of fully diluted capital, so every equity raise that funded a bitcoin purchase enlarged it. Metaplanet has issued equity steadily since its April 2024 treasury pivot, and the pool grew with each round. On 18 August the board froze it at 319,464,000 potential shares, removed the adjustment mechanism and imposed a five-year lock-up running to August 2031. It did not reset the pool to where it stood at the pivot. That is the decision shareholders are contesting, and the board's own filing said the old mechanism amplified the dilution borne by existing holders.

Where the pool began is reported two ways. Crypto Briefing says it grew from roughly 46 million shares to 319.46 million under the floating formula. CoinDesk traces it to a December 2022 grant of 20% of fully diluted capital, about 320 million shares before the pivot. Those two accounts cannot both hold, and neither acknowledges the other.

The exercise ten days after the freeze

On 28 August Gerovich exercised 92,000 rights and received 64,032,000 new common shares, subject to the same lock-up. That took his direct holding to 79,587,500 shares, about 6.2% of the total, on an August 31 filing cited by CoinDesk. Three accounts carry the exercise with identical figures. The timing is what shareholders seized on, ten days after a cap presented as a governance fix. Metaplanet held 43,000 BTC at the end of June, and the company has spent two years buying bitcoin with money raised from the shareholders now doing the arithmetic. It bought a US-listed vehicle in August when it put 2,100 BTC into Superplanet.

Two descriptions of MMXX

The second half of the dispute is about a separate entity. Crypto Briefing reports MMXX Ventures Limited holding about 42,474,750 Metaplanet shares, or 3.26% of the company, and quotes Gerovich saying he has an association with MMXX but no operational role there. CoinDesk has him calling himself a significant but non-majority shareholder in MMXX's parent. Neither account confirms the other, and the ownership of that parent has not been published. A pseudonymous shareholder writing as The Bitcoin Pharaoh puts the combined Gerovich and MMXX stake above 27% of fully diluted capital and says MMXX sold about 50 million shares during the 2024 rally while Metaplanet was raising public equity. That analysis appears in one outlet, drawn from public filings by a shareholder rather than from a filing directly, and Metaplanet has not addressed the sales.

The numbers still in dispute

Monday's fall is the smaller disagreement. CoinDesk says Metaplanet shares fell 7% that day; Crypto Briefing puts the drop at 7.5% to a close of 271 yen. By Tuesday crypto.news had the stock at 255 yen, down about 6% again. The bigger open figure is 273 million, the number of shares one shareholder, quoted as Ragnar, wants cancelled and replaced with a retroactive incentive plan. No decision on that has been announced, and the rights vest on 8 February 2027 on one account. Treasury companies are being read on their share counts as much as their coin counts this year, and Strategy hit that wall in June when its board cleared the sale of up to $1.25 billion of bitcoin. The document that would settle most of this is a register of who owns MMXX's parent, and it is not public.