Metaplanet Cancels 131 Million Shares From Its Executive Option Pool

Metaplanet has cancelled 131.3 million of the potential shares in the executive option pool its shareholders spent a fortnight attacking. The Tokyo-listed bitcoin treasury company said on 11 September that the Series 10 Stock Acquisition Rights pool falls from 319.5 million potential shares to 188.2 million, a cut of 41%. Simon Gerovich, the chief executive, said the change extinguishes more than $220 million of warrant value. The company bought no bitcoin to do it. Shrinking the count alone lifts bitcoin held per fully diluted share by about 8.8%, a figure four accounts carry identically.

What shareholders asked for and what they got

The demand on the record was for 273 million shares to be cancelled. The board cancelled 131.3 million. Gerovich had already conceded that the company explained the rights badly, without saying at the time whether the pool would be cut at all, so this is the answer, and it is roughly half of what was asked for. He said the company "never intended to incentivise non-accretive or modestly accretive dilution", in remarks CoinDesk carried. The rights that were to be moved into a new employee incentive vehicle are cancelled instead, and that vehicle is withdrawn.

Two ways to size the same cut

The headline reduction is 41%, or 41.1% on CryptoTimes's arithmetic. That outlet also publishes a second figure, 55.5%, which is the cut measured net of rights already exercised, and it notes that 82.8 million shares already delivered to two holders are neither returned nor cancelled. No other account reviewed here carries either number. CoinDesk has Gerovich keeping the 64 million shares from his 28 August exercise and rights to acquire a further 49.1 million under the revised terms. The two sets of figures measure different things, and neither outlet acknowledges the other.

The terms that changed underneath

The conversion ratio moved. Each right converted into 696 shares before the revision and converts into 410 now, which The Block puts at the level of roughly a year earlier. The strike is unchanged at 10 yen a share. CryptoSlate reports the reference date for adjustments reset to 1 September 2025, replacing a 30 June 2026 date set only months before. Remaining rights vest in three equal tranches exercisable in 2029, 2030 and 2031, and the shares cannot be sold before August 2031. The Block and CryptoTimes agree on the vesting and the lock-up; on when Series 10 was created they do not. The Block has the plan established in early 2023, CoinDesk traces it to a 2022 grant of 20% of fully diluted capital, and the two do not reconcile.

What the announcement leaves alone

Two things shareholders raised are not in it. MMXX Ventures' share sales go unmentioned, and so does Gerovich's own economic interest in the company, on CoinDesk's and CryptoSlate's readings of the filing. Matthew Sigel of VanEck called the revision a meaningful concession and put the chief executive's forfeiture near $123 million, in a comment CryptoSlate carried and no other account here repeats. That number and the company's $220 million measure different quantities.

The stock has not turned on the news. The Block has Metaplanet down 17% over two sessions this week and 38% for the year, against bitcoin down 10% and Strategy down 13% over the same stretch, which is one outlet's tally and the only one reviewed here. Strategy reached its own version of the argument in June, when its board cleared the sale of up to $1.25 billion of bitcoin with its market value under the value of its coins. Metaplanet holds 43,000 BTC and still owes its shareholders a replacement incentive plan, which it says outside advisers will design. No date is attached to that.