Metaplanet has cut the number of shares underlying its executive warrants by 41.1%, lifting Bitcoin per effective diluted share by about 8.8%.
The company’s filing carries a second figure its shareholder letter does not. Net of units already exercised, remaining potential shares fall 55.5%—and the 82,824,000 shares two holders have already received are not returned or cancelled.
Metaplanet’s board resolved the amendment on September 11, with effect the same day, changing the shares underlying each Series 10 Stock Acquisition Right from 696 to 410.
The Numbers
The aggregate pool falls by 131,274,000 shares, from 319,464,000 to 188,190,000, across 459,000 units. The exercise price of ¥10 per share is unchanged, as is the lock-up running to August 17, 2031.
Effective diluted shares outstanding drop from 1,631,543,380 at June 30 to 1,500,108,824. Against unchanged holdings of 43,000 BTC, Bitcoin per effective diluted share rises from 0.0263554 to 0.0286646, an increase of about 8.8%. Gerovich’s letter to shareholders puts the warrant value extinguished at more than $220 million.
If every remaining right is exercised, Metaplanet receives roughly ¥1.05 billion.
What Is Not Reversed
Two holders exercised 119,000 units before the amendment, at the pre-amendment rate of 696 shares per unit, receiving 82,824,000 shares.
That exceeds the 410-per-unit rate now applying by 34,034,000 shares. The filing states plainly that shares already delivered are not returned or cancelled. Instead, the units corresponding to those shares are recalculated at 410 — giving 202,010 units — and deducted first from each holder’s vested entitlement, then from unvested portions in order.
The stated effect is that each holder’s total across past and future exercises equals units held multiplied by 410. The stated mechanism is that neither holder gives anything back.
Of the 459,000 units, one director holds 276,000, entitling him to 113,160,000 shares after the amendment, of which 64,032,000 have already been received, leaving 49,128,000. Two executive officers hold 141,000 units between them, with 18,792,000 shares received. Two employees hold 42,000 units and have exercised none.
Why September 1, 2025
The August 18 amendment had fixed the pool by reference to the share count at June 30, 2026. The new amendment moves that reference date back to September 1, 2025.
The board’s stated reasoning is a review of each equity financing by mNAV, the ratio of enterprise value to Bitcoin net asset value. Financings through mid-2025 were executed at several times net asset value and contributed significantly to Bitcoin per fully diluted share. The international offering in September 2025 and subsequent third-party allotments were executed at a modest premium to net asset value, and contributed less to BTC Yield.
Limiting the adjustment provision to the period of high-mNAV financing, the board concluded, is most consistent with the rights’ original purpose. At 410 shares per unit — the nearest whole number below 410.86 — the pool corresponds to a 20% post-exercise dilution rate against shares outstanding on September 1, 2025.
New Exercise Restrictions
Rights that vested on February 8, 2026 remain exercisable on existing terms. Unvested rights are divided into three equal portions exercisable from August 18 in 2029, 2030 and 2031.
The company says no new shares beyond those already vested may be issued until August 18, 2029 at the earliest. Amendment agreements and undertakings were executed with every holder on the same day.
The policy announced on August 18 of transferring up to 90,000 rights, roughly 20% of the unexercised balance, to a long-term officer and employee incentive vehicle is withdrawn in its entirety. A new plan will be considered with a global compensation consultant.
Gerovich, the only director holding rights, was excluded from the deliberation and the resolution. All holders agreed to the amendment beforehand.
Three Other Filings the Same Day
Metaplanet also announced a capital reduction requiring shareholder approval. The capital stock of ¥27,803,501,261 as of August 31 would be reduced to ¥1, and the capital reserve of ¥27,803,501,260 would be reduced to zero, with the entire amount transferred to other capital surplus. Of that, ¥1,805,472,467 would offset the accumulated deficit carried at December 31, 2025.
An extraordinary general meeting is set for December 18, held virtually with no physical location, with a record date of September 30 and an effective date of December 30. The company says the total number of issued shares does not change and shareholders’ holdings are unaffected.
Separately, the board established Metaplanet Asset Management Asia Limited, a wholly owned Hong Kong subsidiary capitalized at $1 million, to handle trade execution and investment operations during Asian trading hours. It complements Metaplanet Asset Management Inc., established in Miami in March, under an initiative the company calls Project Nova. Directors are Gerovich, Darren Winia, and Kelvin Lee.
The board also changed executive officers with immediate effect. Shinpei Okuno moves from Capital Markets and Investor Relations to chief financial officer, replacing Yoshihisa Ikurumi, who becomes Director of Administration.
How It Got Here
The Series 10 rights were purchased in February 2023 by officers and employees, approved by special shareholder resolution, when Metaplanet was a Japan-focused hotel operator whose accounts carried a going concern note.
Rather than fixing a share count, the plan reserved a pool that tracked 20% of fully diluted capital—so every equity raise funding a Bitcoin purchase enlarged it. The Crypto Times examined that mechanism on September 3, and reported Gerovich’s first public response on September 6, in which he said the company had not done a good enough job explaining its structure.
Shares fell 7.5% and then 9.9% across the two sessions that followed, closing at ¥244. Shareholders had called for 273 million shares to be cancelled, which would have returned the pool close to the roughly 46 million it covered at inception.
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