Metaplanet Slashes Bitcoin (BTC) Warrant Pool 41%, Wiping $220M in Value

Series 10 Reset and an Open Letter

Metaplanet, the Tokyo-listed Bitcoin (BTC) treasury company, will slash the number of shares underlying its Series 10 stock acquisition rights by 131.3 million — from 319.464 million to 188.19 million, a 41% reduction — under an amendment announced Friday. The cut is executed by resetting the conversion ratio from 1:696 to 1:410, returning it to the level in place before the company's September 2025 international share offering. Chief Executive Simon Gerovich confirmed the move in a letter to shareholders posted on X, arguing the incentive structure was designed for “a completely different company” than the one Metaplanet has since become. The reset extinguishes more than $220 million in warrant value and lifts the company's Bitcoin per fully diluted share by approximately 8.8%. Shares already delivered through earlier exercises will not be returned or canceled; the reduction applies only to shares available through future exercises. The Series 10 rights, struck at just 10 yen per share, date to 2023, when the struggling operator used them to retain staff before pivoting into a corporate Bitcoin treasury — a listed cousin of the strategic Bitcoin reserve model that has since made the firm one of Asia's most watched BTC holders.

posted on Xhttps://x.com/gerovich/status/2098379367021977651

The retreat follows weeks of intensifying shareholder pressure over dilution. On Aug. 18, the company scrapped the mechanism that expanded the option pool in line with capital raises, fixing potential shares at 319.464 million — roughly 25% of issued stock — after the pool had swelled from 46 million. That step failed to satisfy investors who demanded cancellation of the 273 million additional potential shares the expansion created, and the stock kept sliding: Friday's close of 249 yen was down 3.86% on the day, roughly 23.6% below the Sept. 1 level of 326 yen and about 61% under the Jan. 15 year-to-date peak of 639 yen. Scrutiny sharpened after the disclosure that Gerovich himself exercised 92,000 rights on Aug. 28, acquiring 64.032 million shares, alongside 82.824 million shares already delivered to a second executive — allocations the company will not claw back, instead deducting the reduction from what the two can receive going forward. Gerovich, a Series 10 holder, recused himself from the board's deliberations and vote on the amendment. Investors tracking the BTC stash at the company's wallet address will note that on-chain holdings are unchanged — the per-share exposure math is what moved.

Project Nova Moves to Hong Kong

Alongside the warrant reset, Metaplanet detailed plans to establish Metaplanet Asset Management Asia Limited in Hong Kong with $1 million in initial capital later in September. The unit will trade Bitcoin, equities and credit products during Asian market hours — a mandate far removed from retail token swaps on venues like Uniswap (UNI) — and marks the next step in Project Nova, the company's blueprint for a Bitcoin-centered platform spanning asset management, securities and capital markets. It builds on the June agreement to acquire Siiibo Securities in a 2.1 billion yen ($13.1 million) deal that gives Metaplanet a securities arm. The company also withdrew its Aug. 18 plan to transfer up to 90,000 unvested rights — about 20% of the pool — into a long-term officer and employee incentive vehicle, judging it inappropriate to repurpose rewards designed for the original turnaround. A new compensation program will be designed with a leading global consultant, and under the amended terms unvested rights face added restrictions, with one-third becoming exercisable in each of 2029, 2030 and 2031. Rather than leaning on public trading rails of the kind 0x Protocol provides, the firm is consolidating execution in-house. Readers tracking the market in real time can follow live spot and futures prices on MEXC.

Warrant Discipline as Balance-Sheet Policy

The new disclosures also clarify what the reset leaves in management's hands. Gerovich keeps the 64 million shares delivered through his Aug. 28 exercise and retains the right to acquire a further 49,128,000 shares under the revised structure — the remainder of his allocation after the 131.3 million-share reduction was deducted from future exercisable rights. The plan itself dates its structure to 2022, when it was set as 20% of fully diluted share capital rather than a fixed share count, a design that irked investors who arrived after the 2024 pivot to bitcoin accumulation. Notably, the announcement made no mention of MMXX Ventures, its share sales, or Gerovich's personal economic interest in the shareholder, a question on which investors had also sought clarity.

(as of 14:53 UTC) The day's filing set reads less like routine disclosure than a template for how listed Bitcoin treasury vehicles manage governance as they scale. The primary documents — the company's investor-relations release and Gerovich's own open letter — state plainly that dilution was amplified by the pool's expansion and that disclosure alone failed to register with shareholders. In a Friday post, VanEck's head of digital asset research Matthew Sigel called the adjustment a “meaningful concession” that better aligns management with shareholders. For a sector whose valuation premium rests on trust in per-share BTC accretion, warrant discipline is now balance-sheet policy — and Metaplanet has just set the benchmark rivals will be measured against.

posthttps://x.com/matthew_sigel/status/209384288144097506