Metaplanet Cuts Bitcoin Treasury Executive Reward Pool by 41% to End Shareholder Dispute

131 Million Shares Cancelled

Metaplanet (TYO: 3350), the Tokyo-listed Bitcoin treasury company, cancelled 131 million shares tied to its disputed executive reward pool on Friday, September 11, following a board meeting held the same day. The board approved a 41.1% reduction in the pool, shrinking it from 319.46 million shares to 188.19 million. Each warrant now converts into 410 shares rather than the 696 originally proposed, while the exercise price stays fixed at 10 yen per share. Once warrants insiders have already exercised are stripped out, the remaining unexercised position falls even more sharply, down 55.5% to 105.37 million shares. Chief Executive Simon Gerovich valued the destroyed claim at more than $220 million. The board also scrapped a plan to move up to 90,000 warrants into a separate executive incentive vehicle, and whatever remains unvested now unlocks in equal thirds across 2029, 2030 and 2031. Metaplanet says the reduction lifts Bitcoin per fully diluted share by roughly 8.8%, a direct concession to shareholders who spent three weeks pressuring the company over dilution.

How the Dilution Dispute Began

The controversy traces back to a structural flaw: the pool was pegged to a percentage of issuable stock rather than a fixed share number. As Metaplanet sold equity to build one of the largest corporate Bitcoin treasuries, the insiders' claim swelled from roughly 46 million shares to 319.46 million. The company's share count climbed from 153.9 million to about 1.35 billion in two years, and the insider pool grew in step without a second shareholder vote. Not everyone accepted the grievance — David Bailey, chief executive of Metaplanet investor Nakamoto, has argued that 20% of the cap table is not unreasonable for the team that rebuilt the firm. Gerovich, in a letter posted on X, chose to concede the criticism rather than contest it, writing that the company now recognizes “disclosure and awareness are not always equivalent.” The stock traded near 249 yen in Tokyo on Friday against a prior close of 259 yen, per market data from Alphabet's Google Finance, within a 52-week range of 192 to 779 yen; it had closed an earlier session at 251 yen, up 2.87%, amid elevated trading volume after sinking to 244 yen when the pool was frozen on August 18.

Hong Kong Unit and New CFO

Friday's board meeting bundled the compensation reset with a broader corporate expansion. Starting this month, Metaplanet Asset Management Asia Limited begins operating as a wholly owned subsidiary with initial capital of $1 million, led by directors Simon Gerovich, Darin Winya and Kelvin Lee. The Hong Kong unit will execute trades, monitor positions and manage risk during Asian trading hours, joining the Miami-based Metaplanet Asset Management the company opened in March — both pieces of a Bitcoin-centered financial platform the firm calls Project Nova. Management also reshuffled: Yoshihisa Ikekomi moved from chief financial officer to executive director of administrative affairs, while Shinbe Okuno, previously head of capital markets and investor relations, took over as CFO effective the same day. Separately, Metaplanet will ask shareholders at a fully virtual extraordinary meeting on December 18, with a record date of September 30, to cut capital from about 27.8 billion yen to one yen and zero out the capital reserve. The company says the reclassification clears an accumulated deficit of roughly 1.8 billion yen carried to the end of 2025, enlarging the distributable amount for dividends and buybacks, and takes effect December 30 if approved. Readers tracking the market in real time can follow live spot and futures prices on Binance.

Governance Test Ahead for Treasury Stocks

The reset leaves Gerovich's personal position largely intact, according to the filing. The chief executive exercised warrants under the original terms on August 28, acquiring 64 million shares that he keeps despite the pool's cancellation, and he retains the right to acquire an additional 49,128,000 shares under the revised structure. The company indicated it will work with an outside advisory firm to design a replacement compensation scheme, though no timeline has been published. Shareholders have also pressed for answers about MMXX Ventures, specifically the sale of its shares and Gerovich's personal financial interest in the matter — a question the executive did not address in his statement.

(as of 16:13 UTC) All three moves in a single board day point to the same thing: a Bitcoin treasury company learning that equity governance now moves its valuation as much as the coin itself — an asset changing hands near $77,676 at the time of writing. The load-bearing primary record here is Gerovich's own shareholder letter, in which he acknowledged the equity-options offering “was bad” and conceded the disclosure gap that let the pool balloon. Our reading of the sequence is that investors who forced this reversal in three weeks will judge the promised consultant-designed replacement plan faster still — and nothing has been published yet.

acknowledgedhttps://x.com/gerovich/status/2098379367021977651