Metaplanet Corrects 4 Filings, Says Gerovich Holds No Majority of MMXX Voting Rights

Four Corrected Reports

Metaplanet filed amended versions of four earlier disclosures with the Kanto Local Finance Bureau on Friday, October 2, changing how it describes the relationship between chief executive Simon Gerovich and its principal shareholder, MMXX Ventures Limited. The set covers securities reports for the fiscal years ended December 2023, December 2024 and December 2025, plus the semi-annual report for the June 2024 interim period. Earlier versions stated that Gerovich “indirectly holds a majority of MMXX's voting rights.” After re-verifying the underlying facts, the company now states the opposite: he does not hold a majority of the voting rights in MMXX, the shareholder that underwrote Metaplanet's third-party allotment in February 2023 and has since transacted with the company through warrant exercises. On that basis, MMXX's classification as a related party changed from a company whose officers and close relatives hold a majority of voting rights to a major shareholder. MMXX held 23.3% of Metaplanet's voting rights at the end of fiscal December 2023, when it also counted as one of the company's other affiliates. The corrected fiscal 2023 report adds that Gerovich served as an MMXX director until stepping down on October 4, 2022, and deletes a line that counted one concurrent officer post between the firms. The concern that shadowed the relationship is structural: Gerovich leads Metaplanet's management decisions while holding an economic interest in MMXX's parent company, so a deal struck on terms favorable to MMXX could also accrue value to him personally. The discrepancy grew awkward in September, when his public account of the ownership diverged from what the formal filings said, and shareholders asked who actually owns MMXX, how large the chief executive's economic interest is, and whether he profited when MMXX sold its shares. Friday's corrections bring the paper trail in line with his account.

Loan Terms Untouched

Gerovich addressed the capital relationship before the corrections landed. In a September 6 statement on X, he described himself as a significant but non-majority shareholder of MMXX's parent company, said he holds no directorship or executive post at MMXX, and denied any role in its investment or share-trading decisions. The post followed roughly a week of mounting shareholder questions and criticism, and he conceded that his explanations of the company's structure and decision-making had been inadequate, pledging to communicate more about decisions going forward. “What I can talk about, and will keep talking about, is decision-making at Metaplanet,” he wrote. The corrected semi-annual report also reworks the disclosure around the 1 billion yen loan that Metaplanet's board resolved on August 8, 2024, with the full proceeds earmarked for bitcoin purchases. MMXX provided the funding on unsecured terms, at an annual interest rate of 0.1% over six months, with a single lump-sum repayment. Gerovich took no part in the board's deliberation or resolution on the loan, recusing himself to avoid a conflict of interest. The amended filing records MMXX as a major shareholder holding 13.026% of voting rights as of the interim period-end, and as a related party on that basis. MMXX qualified as a major shareholder until June 30, 2024, then sold part of its holding and no longer met the definition at the end of December 2024. The scope of the corrections stops at the Gerovich-MMXX descriptions: the amounts of the loan, its repayment and the warrant exercises are unchanged, and those transactions continue to be disclosed as related-party dealings. The amendment reports only that facts were re-checked, and it makes no reference to the September statement. Two figures the documents still omit: the size of Gerovich's stake in MMXX's parent, and any gain he realized when MMXX sold Metaplanet shares while the company was issuing equity to raise funds.

@gerovich · X post

September 6 statement on X.

View on X

Questions Left Open

Our reading of the amended filings: the paper record now matches the account Gerovich gave on September 6, while the size of his stake in MMXX's parent and any profit from MMXX's share sales stay undisclosed. For a company whose investment case trades on the spread between its market cap and its bitcoin holdings rather than on operating cash flow, related-party clarity is not a technicality. Investors have already pressed management this year over dilution from the 10th stock acquisition rights granted to officers and employees, and the same constituency is watching the MMXX trail. The next test is whether a future filing puts a number on the chief executive's economic interest in MMXX's parent.