Metaplanet Inc. Chief Executive Officer (CEO) Simon Gerovich has said the Tokyo-listed company, which holds Bitcoin (BTC) as a treasury reserve, will communicate more clearly about how its structure and decisions are designed to create long-term value for shareholders. He wrote that the company had not done a good enough job of explaining those points.
The statement, published on social media early Sunday, follows a week of investor questions tied to a paid stock option program that was amended on August 18, 2026, and partially exercised by Gerovich himself ten days later.
Gerovich posted the statement on X at 03:08:37 Greenwich Mean Time (GMT) on September 6, 2026. He wrote that opinions differ among stakeholders, but that company leadership and shareholders share a common interest in alignment, transparency, and governance.
The post refers to changes announced on August 18, 2026, to the 10th Series Stock Acquisition Rights, a paid stock option instrument issued under Japanese company law, and notes that governance and compensation reviews are continuing.
Metaplanet is listed on the Tokyo Stock Exchange (TSE) Standard Market under the securities code 3350. The company began accumulating Bitcoin as a treasury reserve asset in April 2024. As of June 30, 2026, a company notice dated July 2, 2026, stated that Metaplanet held 43,000 BTC.
What the August 18 Amendment Changed
Metaplanet’s Board of Directors resolved on August 18, 2026, to amend the terms of the 10th Series Stock Acquisition Rights. According to the official notice posted on the company’s disclosure page, the board eliminated the “Adjustment Provision,” a clause under which the number of shares underlying the rights moved in step with changes in the company’s fully diluted issued share count.
Before the amendment, underlying shares were calculated as fully diluted issued shares multiplied by 0.2, subject to a separate cap so that post-exercise dilution against shares then outstanding would not exceed 20%. As of June 30, 2026, that cap stood at 319,624,556 shares, based on 1,281,283,624 shares outstanding.
After the amendment, potential shares under the remaining rights were fixed at 319,464,000, or 696 shares per unit after rounding down. The exercise price remained at ¥10 per share, and future adjustments were limited to corporate actions such as stock splits or consolidations.
Current holders also agreed to a lock-up on shares received upon exercise, running from August 18, 2026 through August 17, 2031, with limited exceptions including succession on death and share lending at the company’s request for capital-raising purposes.
Holders further expressed an intention to transfer up to 90,000 rights, corresponding to 62,640,000 underlying shares, into a long-term incentive vehicle for officers and employees. The company stated in the same August 18 filing that such a transfer would not create new potential shares, and that finalisation was planned for September 2026.
The notice also confirmed that 459,000 units remained unexercised as of June 30, 2026, held by five people. Gerovich held 276,000 units, two executive officers held a combined 141,000 units, and two employees held a combined 42,000 units. Full exercise of the remaining pool at ¥10 per share would raise approximately ¥3.19 billion.
Origin of the 10th Series Rights
The 10th Series rights predate Metaplanet’s shift to a Bitcoin treasury policy. The August 18 notice states that the board resolved to issue the 10th Series on December 28, 2022, when the company operated under the name Red Planet Japan, Inc. Shareholders approved the issuance at an Extraordinary General Meeting (EGM) on February 7, 2023, following the convocation notice dated January 23, 2023.
Holders paid ¥18 per unit, with an exercise price of ¥10 per share and staged vesting. One-third of the units became exercisable from February 8, 2026, with later tranches vesting in 2027 and 2028. The company originally allotted 460,000 units to seven officers and employees. After subsequent departures and board-approved reallocations, five holders remained. One thousand units were exercised in April 2026, leaving 459,000 units outstanding as of the end of the second quarter of 2026.
The floating share formula later became a focal point for investor questions because Metaplanet’s issued share count rose after the company began using equity issuance to fund Bitcoin purchases, as described in its own capital-raising and Bitcoin-purchase notices. The Crypto Times previously reported the mechanics of that floating pool and the August freeze in an article published on September 3, 2026.
The August 18 amendment did not reduce the pool to the size that applied when Bitcoin purchases began in 2024. It froze the then-current potential share count, subject to the rounding described above. That distinction is stated in the filing and is the point some shareholders have continued to raise in public discussion.
Partial Exercise on August 28
On August 31, 2026, Metaplanet filed the “Notice Regarding the Partial Exercise of the 10th Series of Stock Acquisition Rights.” The company disclosed that it had received notice that Gerovich exercised 92,000 units on August 28, 2026, and received 64,032,000 common shares in return.
Adding that 64,032,000-share allotment to 15,555,500 common shares held immediately before the exercise produces a post-exercise common-stock total of 79,587,500 shares. The newly issued shares are subject to the same five-year lock-up that runs to August 17, 2031. Remaining unexercised rights held by Gerovich are not included in that common stock total.
The September 6 statement did not indicate that the company would cancel the shares issued through this exercise or unwind the transaction.
The MMXX Ventures Clarification
In the same September 6 post, Gerovich addressed his relationship with MMXX Ventures Limited, which company filings have identified as a Metaplanet shareholder.
He wrote that MMXX is a shareholder in Metaplanet and that he is “a significant but non-majority shareholder of its parent company.” He said he is neither a director nor an officer of MMXX and has no role in its investment or trading decisions, adding that he can only speak to decisions made at Metaplanet.
Company filings describe MMXX Ventures Limited as a British Virgin Islands (BVI) company, established on February 10, 2022, with stated capital of $1 million. Its director is Mark Reinecke, and it is 100% owned by MMXX Capital Limited. Metaplanet’s April 25, 2025 notice of a change in the largest shareholder identified MMXX Ventures Limited at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
A later shareholder register snapshot compiled from company reports listed MMXX Ventures Limited among large holders, with 42,474,750 shares, or 3.26% of issued shares, in a First Half (H1) Fiscal Year (FY) 2026 major shareholder table.
Gerovich’s September 6 description of his interest in MMXX’s parent is a personal clarification of role. It is not a new statutory large-shareholding filing, and historical percentage figures should be treated as date-specific because shareholding ratios have changed as Metaplanet issued additional shares.
Bitcoin Holdings and Share Count Context
Metaplanet’s Notice of Additional Purchase of Bitcoin dated July 2, 2026 confirmed that the company held 43,000 BTC as of June 30, 2026. Second-quarter purchases were 2,823 BTC for ¥35.886 billion, at an average price of ¥12,712,055 per BTC. Cumulative acquisition cost through that date was stated as ¥659.256 billion, or ¥15,331,542 per BTC on average.
The company’s Second Quarter (Q2) 2026 earnings presentation, dated August 13, 2026, repeated the 43,000 BTC figure and showed issued common shares rising over the Bitcoin treasury period. The August 18 option notice used 1,281,283,624 shares outstanding as of June 30, 2026, as the reference count for the previous dilution cap.
Public Response and What Remains Open
Replies to Gerovich’s post included direct questions about whether the company would reverse shares created under the former anti-dilution mechanics. One reply asked whether Metaplanet was “rolling back the shares from the anti-dilution clause in the 10th series.” Other replies asserted that shareholders had been diluted while insiders’ claims had grown. Those comments are user posts on X and do not constitute findings by any regulator or court. The September 6 statement did not say the fixed 319,464,000-share ceiling will be cut back to the 2022 or 2024 level.
As of the September 6 statement, the 10th Series potential share count is fixed rather than floating. Exercised shares from that series are subject to a lock-up through August 17, 2031, subject to the stated exceptions. Governance and compensation policy reviews are continuing, and the company has said updates will be published when complete.
The planned transfer of up to 90,000 rights into an employee incentive vehicle had not been reported as completed at the time of the September 6 post. Gerovich’s description of MMXX is a clarification of role rather than a new large-shareholding report.
Share counts, option totals, and Bitcoin holdings will change when the company files subsequent notices. Readers should consult the latest documents on Metaplanet’s official disclosure archive before relying on any specific figure quoted here.
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