Metaplanet cuts Series 10 stock pool by 41%, plans Hong Kong subsidiary

Metaplanet said it will shrink the number of potential shares tied to its Series 10 stock acquisition rights by 131.3 million, cutting the pool from 319.464 million to 188.19 million. CEO Simon Gerovich said the company reset the conversion ratio to 1:410 — the level in place before its September 2025 international share offering — and that shares already issued through prior exercises will not be returned or canceled.

The company said the adjustment will remove more than $220 million of warrant value and increase the amount of Bitcoin attributable per fully diluted share by about 8.8%. Metaplanet also abandoned a plan to transfer up to 90,000 rights into a long-term officer and employee incentive vehicle and said it will work with a leading global compensation consultant to design a new program.

Under the revised terms, the remaining unvested Series 10 rights will face tighter exercise limits: one-third will become exercisable in each of 2029, 2030 and 2031. The move follows investor criticism after the option pool was expanded from 46 million shares to 319.5 million, a change Metaplanet said it fixed on Aug. 18; some shareholders had urged cancellation of the roughly 273 million additional potential shares created by that expansion. Metaplanet disclosed that Gerovich exercised rights for 92,000 shares on Aug. 31 and that he recused himself from the board’s deliberations and vote because he is a Series 10 holder.

Separately, Metaplanet said it will establish Metaplanet Asset Management Asia Limited in Hong Kong with $1 million in initial capital later in September. The new subsidiary will trade Bitcoin, equities and credit products during Asian market hours as part of Project Nova, the company’s plan to build a Bitcoin-centered platform spanning asset management, securities, capital markets and other financial services. In June, Metaplanet agreed to buy Siiibo Securities in a deal valued at 2.1 billion yen (about $13.1 million) as part of that broader strategy.

Market reaction was muted but negative: Metaplanet shares fell 3.8% on Friday, bringing a five-day decline to about 15%, according to Yahoo Finance.