Metaplanet Inc. (TSE: 3350) said its independent directors have published a letter to shareholders on the company’s Series 10 stock acquisition rights, together with a fact sheet covering how the program began, how it worked, and how the board later changed it.
Founder and CEO Simon Gerovich announced the note on September 29, 2026. He said Metaplanet’s founder-led history is “important context that much of the recent commentary has missed.” In the same post, he said VanEck later removed a section of a recent report on the Series 10 warrants because it “did not meet its research standards.” That statement is Gerovich’s account of VanEck’s action.
The letter is meant to add an independent-board voice to Gerovich’s September 11 shareholder note, issued the same day Metaplanet filed a Tokyo Stock Exchange timely disclosure amending the warrant terms.
How the program started
According to the independent directors’ fact sheet, the Series 10 rights were created when Metaplanet was still a smaller, higher-risk Japan-centric hotel operator. The directors describe the awards as turnaround equity for the team that later rebuilt the company and still runs it, not as a conventional executive bonus pool viewed in isolation.
Shareholders approved the program, including its adjustment terms, by special resolution at an Extraordinary General Meeting on February 7, 2023. The fact sheet says more than 98% of voting rights were cast in favor overall.
Excluding EVO, then the majority owner and turnaround financing partner, the vote was 78.3% in favor by voting rights and 86.8% by headcount. Current independent directors were not on the board at issuance. Gerovich recused himself from later board votes because he holds Series 10 rights.
Under the original terms, the number of shares tied to the warrants adjusted as Metaplanet issued new equity, with the aim of keeping the leadership stake at 20% of the company. That clause later became the center of the debate after Metaplanet began buying Bitcoin in April 2024 and raised large amounts of equity to grow the treasury. The fact sheet says the later increase in underlying shares came from those already approved terms operating as designed, not from new discretionary grants after each raise.
The same document says that from the first Bitcoin purchase in April 2024 through September 1, 2025, Bitcoin per fully diluted share rose about 44 times and the share price rose from ¥19 on April 8, 2024 to ¥831 on September 1, 2025. As of September 28, 2026, it says Bitcoin per fully diluted share had risen about 60 times since the first purchase, while the share price was more than 14 times higher than at the start of the Bitcoin treasury strategy.
What the board changed
The September 11 TSE filing reset each right from 696 shares to 410 shares. Aggregate potential shares fell 41.1%, from 319,464,000 to 188,190,000. After shares already delivered on exercise, remaining potential shares fell 55.5%, from 236,640,000 to 105,366,000.
The exercise price stayed at ¥10. Unvested rights become exercisable in equal thirds on August 18, 2029, 2030, and 2031. Shares received on exercise remain locked up through August 17, 2031. A planned transfer of up to 90,000 rights into a long-term employee incentive pool was withdrawn.
The fact sheet says those changes, made with holders’ consent and without extra compensation to them, eliminated more than $220 million of potential warrant value and improved Bitcoin per fully diluted share by about 8.8%. It also says automatic adjustments no longer apply to equity issued after September 1, 2025, and that exercised plus unexercised Series 10 rights now equal about 12.5% of the company.
The warrant debate follows a 2023 floating-pool structure that grew as Metaplanet issued stock to buy Bitcoin. The company has since moved beyond a pure Japan treasury model, including a U.S. Superplanet platform and a licensed securities push under Project Nova.
Gerovich said the warrant changes are complete and that the next chapter is to evolve Metaplanet into a global financial services firm powered by Bitcoin. Some shareholders have still asked for more names, holdings, and buyback detail. Those requests sit outside the September 29 letter and have not been answered in the official note.
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