Metaplanet cuts Series 10 stock pool by 41%, plans Hong Kong subsidiary

Metaplanet, the Tokyo-listed company that has fashioned itself into Asia’s answer to MicroStrategy, is slashing its executive stock options pool and spinning up a new Hong Kong subsidiary. The twin announcements, disclosed on September 11, represent the company’s most direct response yet to shareholders who were growing increasingly vocal about dilution.

The Series 10 executive stock acquisition rights pool is being reduced by 41.1%, from 319.46 million potential shares down to 188.19 million. That translates to roughly 131.3 million shares that will never see the light of day. Meanwhile, the new wholly owned subsidiary, Metaplanet Asset Management Asia Limited, will be incorporated this month with $1 million in initial capital to handle trading execution during Asian market hours.

The dilution problem Metaplanet needed to fix

The backstory here matters. Metaplanet’s executive compensation structure had a feature that sounds reasonable in theory but proved toxic in practice: the rights pool automatically expanded whenever the company issued new shares tied to its Bitcoin acquisition strategy. More Bitcoin buying meant more shares issued, which meant more options for executives, which meant even more dilution for existing holders.

The anger intensified after CEO Simon Gerovich recently converted 92,000 stock acquisition rights into approximately 64 million shares. Gerovich recused himself from the board vote on the new changes.

Beyond the raw cut to the pool, the conversion ratio for remaining rights has been adjusted from 696 shares per right down to 410. Remaining potential shares after prior exercises now sit at 105.37 million, a 55.5% decline from where they stood before. And a previously planned 20% allocation of rights to staff incentive programs has been withdrawn entirely.

The vesting schedule for whatever rights remain has been restructured too. Instead of a lump conversion, remaining rights will vest in equal tranches across 2029, 2030, and 2031.

The net effect, according to the company’s own projections: fully diluted Bitcoin holdings per share should increase by about 8.8%.

Why Hong Kong, why now

The second prong of the announcement is the formation of Metaplanet Asset Management Asia Limited in Hong Kong. The subsidiary will focus on trading execution and risk management for Bitcoin, equities, and credit products during Asian trading hours.

This isn’t Metaplanet’s first international expansion. The company has already established an entity in the British Virgin Islands and runs asset management operations out of Miami. The Hong Kong arm fills a geographic gap, giving the company what it calls 24-hour trading capability under its broader initiative known as Project Nova.

With 43,000 BTC on its balance sheet at an average acquisition cost of around $95,209 per coin, Metaplanet is sitting on a substantial pool of collateral. Using that Bitcoin to back lending or structured credit transactions through a dedicated Asian subsidiary could open revenue streams beyond simple price appreciation.

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