Metaplanet has cut the potential shares tied to its Series 10 stock acquisition rights by 41.1%, reducing the pool from 319.46 million shares to 188.19 million while imposing new exercise restrictions through 2031.
Summary
- Metaplanet cut potential shares under its Series 10 stock acquisition rights by 41.1%, from 319.46 million to 188.19 million.
- Remaining potential shares after previous exercises will fall 55.5% to 105.37 million, while Bitcoin per fully diluted share increases by about 8.8%.
- Unvested rights will become exercisable in three stages from 2029 through 2031, while the existing lockup through August 2031 remains unchanged.
- Metaplanet scrapped plans to transfer 20% of unexercised rights to an employee incentive pool and will develop a new compensation program.
Metaplanet said in a Sept. 11 Tokyo Stock Exchange disclosure that its board approved another amendment to the Series 10 rights, changing the number of shares underlying each right from 696 to 410. After accounting for rights that have already been exercised, the remaining potential shares will fall 55.5% from 236.64 million to 105.37 million.
The company will use its Sept. 1, 2025 share count as the reference for the revised conversion ratio, replacing the June 30, 2026 reference used in an amendment announced last month. Metaplanet said the new calculation corresponds to a 20% post-exercise dilution rate based on common shares outstanding at the earlier date.
The decision comes after shareholders questioned the size and structure of the Series 10 incentive program. crypto.news previously reported that Metaplanet’s option pool had been fixed at 319.46 million potential shares on Aug. 18 after the company removed a mechanism that automatically increased the number as its fully diluted share count expanded.
Metaplanet cuts Series 10 dilution after shareholder feedback
Metaplanet said it reconsidered the reference period after receiving views from shareholders and capital market participants following the August amendment.
Its board reviewed the company’s previous equity financings using mNAV, BTC Yield and the shareholder value generated from the transactions. Financings through mid-2025 were completed at mNAV levels several times net asset value and made a substantial contribution to Bitcoin per fully diluted share, according to the company.
Metaplanet said the September 2025 international offering and subsequent third-party allotments were completed at more modest premiums to net asset value. Those transactions still increased Bitcoin per fully diluted share, but their contribution to BTC Yield was smaller than earlier financings.
CEO Simon Gerovich described September 2025 as the point when capital raises became less accretive, though they remained accretive. In a letter to shareholders published alongside the disclosure, he said resetting the ratio to 1:410 extinguishes more than $220 million of warrant value.
Gerovich said the adjustment reduces the fully diluted share count and raises Bitcoin per fully diluted share by approximately 8.8%.
Metaplanet’s disclosure showed effective diluted shares outstanding at roughly 1.50 billion as of Sept. 11, compared with 1.63 billion at the end of June. Bitcoin per effective diluted share stood at 0.0286646, while the company’s quarter-to-date BTC Yield was 8.8%.
The calculation uses Metaplanet’s unchanged holding of 43,000 BTC. The company reached that level after it added 2,823 BTC in the second quarter at an average purchase price of 12.7 million yen per Bitcoin. Its overall average acquisition price stood at roughly 15.3 million yen per BTC.
Unvested rights face new exercise restrictions
The amendment changes more than the number of potential shares. Unvested Series 10 rights will now be divided into three equal portions, with the first becoming exercisable on Aug. 18, 2029, followed by further portions on Aug. 18, 2030 and Aug. 18, 2031.
Rights that vested on Feb. 8, 2026 remain exercisable. Shares obtained from exercises, including shares already issued, remain subject to a lock-up through Aug. 17, 2031. The exercise price stays at 10 yen per share.
Two holders have already exercised 119,000 rights at the previous rate of 696 shares per unit and received 82.824 million shares. Metaplanet said those shares will not be returned or canceled because the exercises were valid under the terms in force at the time.
Instead, the adjustment will reduce the shares those holders can receive through future exercises. Under the revised calculation, one director holds rights corresponding to 113.16 million shares, two executive officers account for 57.81 million shares and two employees account for 17.22 million shares. After deducting shares already received, 105.37 million shares remain exercisable.
Gerovich had previously exercised 92,000 Series 10 rights, receiving 64.03 million shares and taking his direct ownership to 79.59 million shares. The transaction had become part of the shareholder scrutiny surrounding the compensation structure.
In his latest letter, Gerovich said he recused himself from the board’s deliberation and vote because he holds Series 10 rights. Metaplanet’s formal filing said all rights holders agreed to the amendment before the board resolution.
Planned employee warrant pool has been withdrawn
Metaplanet has scrapped another part of its August plan that would have transferred up to 90,000 Series 10 rights, equivalent to approximately 20% of the unexercised balance, into a long-term officer and employee incentive vehicle.
Gerovich said the warrants previously earmarked for that pool will not be transferred. Metaplanet plans to design a separate compensation program for new hires with input from a global compensation consultant.
The CEO said the company intends to strengthen board oversight, compensation practices and shareholder communication as its operations expand. Metaplanet currently has a 10-member board, nine of whom are independent, after five new directors were appointed across its 2025 and 2026 annual shareholder meetings.
Its international expansion includes a pending transaction involving Nasdaq-listed Super League Enterprise. Metaplanet agreed in August to invest 2,100 BTC and $2.5 million in the company, a deal structured to give it a 95.7% stake and establish a U.S. Bitcoin treasury platform called Superplanet.
The Series 10 amendment took effect on Sept. 11, with registration planned within two weeks. Metaplanet said the change is expected to have an immaterial impact on its consolidated financial results for the current fiscal year, while the existing Aug. 17, 2031 lock-up date remains unchanged.
