Metaplanet announces Hong Kong subsidiary amid major executive, stock shakeup

Metaplanet (TYO: 3350) rolled out a series of big updates after its Friday, September 11 board meeting, announcing a new Hong Kong subsidiary, a new CFO, and a 41% trim of a contested stock-option pool.

The options pool, by Gerovich’s admission, was poorly presented, which led to a 17% rout in the company’s stock last week over stock dilution concerns. Today’s disclosures are now meant to answer those governance and compensation complaints.

Why Metaplanet’s options pool became a fight

The drama around Metaplanet’s 10th Series Stock Acquisition Rights goes as far back as February 2023 when the Gerovich-led firm carried a going-concern warning on its struggling hotel business in Japan. That was when officers and employees bought into the paid stock-option scheme.

Through the years, as the company continued to issue shares to buy Bitcoin, the pool kept being automatically resized to 20% of fully diluted capital, which eventually caused roughly 46 million to explode into 319.46 million potential shares.

However, when the board finally adopted a decision to freeze the mechanism on August 18, the bloated 319.46 million figure they settled on did not satisfy critics.

Tensions boiled over on August 31 when it was disclosed that Gerovich cashed in his own rights and collected 64.032 million shares. Gerovich’s ties to major shareholder MMXX Ventures only added fuel to that fire.

What did Metaplanet change in its stock pool?

The Metaplanet board has now agreed to shrink the pool by 41.1% from 131,274,000 to 188,190,000 shares, converting each option unit into 410 shares instead of the original 696 it proposed.

Stripping out rights already exercised, the remaining overhang falls 55.5%, from 236,640,000 shares to 105,366,000.

Reaching the new figure took some rearrangement, with Metaplanet moving the reference date it used to size the rights back from June 30, 2026, to September 1, 2025. It also abandoned a plan to shift up to 90,000 rights into a separate long-term incentive vehicle.

However, the 10-yen exercise price and a lock-up running to August 17, 2031, stayed unchanged.

Metaplanet has expanded into Hong Kong

As of this month, Metaplanet Asset Management Asia Limited will begin operating as a wholly owned Metaplanet subsidiary, with an initial $1 million capitalization. Gerovich, Darren Winia and Kelvin Lee were named as directors of the new unit that the firm launched as part of its plan to build a financial platform around Bitcoin, called “Project Nova.”

The Hong Kong subsidiary will handle trade execution, position monitoring and risk management during Asian hours, joining the Miami-based Metaplanet Asset Management Inc. operation the company opened in March.

Finance leadership and a capital reset

The board also reshuffled its executive officers, effective the same day. Yoshihisa Ikurumi moved from CFO to Executive Officer, Director of Administration, while Shinpei Okuno, previously head of capital markets and investor relations, took over as CFO.

Separately, Metaplanet will ask shareholders at a virtual-only Extraordinary General Meeting on December 18, with a September 30 record date, to slash capital stock from about 27.8 billion yen to a single yen and cut its capital reserve to zero.

The company framed the reclassification as a way to lift its distributable amount and clear an accumulated deficit of roughly 1.8 billion yen carried at the end of 2025, giving it more room for dividends and buybacks. If approved, the change takes effect December 30.

Metaplanet stock closed at ¥249 on Friday, against a previous close of ¥259 and a 52-week range of ¥192 to ¥779, according to Google Finance. The company remains among the largest listed corporate holders of Bitcoin.

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