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Key Takeaways
- Metaplanet’s Series 10 stock rights pool grew alongside every new equity issuance funding Bitcoin purchases, compounding shareholder dilution.
- An August amendment fixed the pool at 319,464,000 shares and added a five-year lock-up, but didn’t reset it to its pre-Bitcoin-pivot size.
- Gerovich and MMXX Ventures together hold more than 27% of Metaplanet’s fully diluted shares, per a shareholder’s filing analysis.
Metaplanet CEO Simon Gerovich said in a Sunday X post that the Tokyo-based Bitcoin treasury company had not adequately explained its Series 10 Stock Acquisition Rights program.
He also described himself as a significant but non-majority shareholder in the parent company of MMXX Ventures, a Metaplanet shareholder, and said he has no role in that firm’s trading decisions. The statement followed weeks of shareholder criticism over executive compensation and stock dilution.
Origins Of The Series 10 Stock Rights Plan
Metaplanet established the Series 10 stock rights plan in December 2022, before the company adopted its Bitcoin treasury strategy. Rather than granting executives a fixed number of shares, the plan set a reward pool equal to 20% of Metaplanet’s fully diluted share capital.
That structure meant the size of the executive reward pool would move with the company’s total share count rather than staying fixed. At the time the plan was created, Metaplanet had not yet begun accumulating Bitcoin, so the mechanism carried limited practical weight.
Bitcoin Pivot Widened The Dilution Effect
Metaplanet adopted its Bitcoin treasury strategy in April 2024. Since then, the company has repeatedly issued new equity to fund additional Bitcoin purchases, and each issuance also expanded the Series 10 reward pool because it was pegged to a percentage of total shares outstanding.
The result was a compounding effect: existing shareholders faced dilution from the new equity raises meant to fund Bitcoin purchases, while Gerovich’s potential option entitlement grew alongside them. Metaplanet acknowledged in an August filing that the mechanism “amplifies the dilution borne by existing shareholders.”
Metaplanet’s share price rose from around 20 yen to nearly 2,000 yen after the Bitcoin pivot, a gain of more than 10,000% at its peak. Shares have since fallen 85% from their June 2025 high.
August Amendment Addressed Growth But Not History
On Aug. 18, Metaplanet’s board removed the floating adjustment mechanism, fixed the Series 10 pool at 319,464,000 shares and imposed a five-year lock-up on the rights. The change stopped the pool from continuing to grow alongside future share issuances.
The amendment froze the pool at its already-enlarged size rather than resetting it to the level it held before the Bitcoin pivot began. On Aug. 28, Gerovich exercised 92,000 Series 10 rights and received 64 million new shares. An Aug. 31 filing shows he now holds 79,587,500 shares of common stock, about 6.2% of the total.
Shareholders Press For More Answers
Shareholder criticism has focused on both the reward pool’s history and Gerovich’s connection to MMXX Ventures, which has made a series of documented on-market sales of Metaplanet shares since the Bitcoin treasury announcement. A shareholder posting under the handle The Bitcoin Pharaoh wrote:
“The fix in August was a step in the right direction. But ‘we can do better’ is a promise about the future, and the questions above are about what already happened. Answer them, name the owners of MMXX, and unwind the pool to where it stood at the pivot.”
Another shareholder, posting as Ragnar, called for the additional 273 million shares tied to the pool’s growth to be canceled and replaced with a new incentive program applied retroactively.
The Bitcoin Pharaoh’s separate analysis of public filings estimated that MMXX sold roughly 50 million shares into Metaplanet’s 2024 rally while the company was simultaneously raising equity from the public, though that figure comes from a shareholder’s own review of filings rather than a company disclosure.
Metaplanet has disclosed that Gerovich holds voting control over MMXX. The company has not publicly detailed how much he personally benefited economically from the entity’s share sales, and Gerovich’s Sunday post did not address that specific question.
Gerovich’s Stake And Market Performance
According to The Bitcoin Pharaoh’s analysis of public filings, Gerovich and MMXX together hold a combined stake of more than 27% of Metaplanet’s fully diluted share capital. That figure has not been separately confirmed by Metaplanet.
Metaplanet shares fell 7% on Monday as scrutiny of the compensation structure continued, and are down 43% so far this year even as the Nikkei 225 gained 31% over the same period.
Bitcoin has risen 23% over the past month, roughly in line with Metaplanet’s recent performance, but other Bitcoin treasury companies have outpaced both: Strategy shares are up 40% and Strive shares have surged 114% over the same stretch.
