Metaplanet (TYO: 3350) announced a new Hong Kong subsidiary, appointed a new chief financial officer and revised a contested stock-option pool following its board meeting on Friday, September 11. The company said the changes address governance and compensation concerns after the options plan contributed to a 17% decline in its stock last week amid dilution concerns.

Gerovich acknowledged that the options pool had been poorly presented. The company’s disclosures come after weeks of criticism surrounding its 10th Series Stock Acquisition Rights.

How the options-pool dispute developed

The issue dates to February 2023, when the Gerovich-led company carried a going-concern warning related to its struggling hotel business in Japan. Company officers and employees purchased rights through a paid stock-option scheme at the time.

As Metaplanet continued issuing shares to acquire Bitcoin, the pool was automatically resized to represent 20% of fully diluted capital. That mechanism caused the potential share count to grow from roughly 46 million to 319.46 million.

The board decided on August 18 to freeze the mechanism, but critics remained dissatisfied with the resulting 319.46 million potential shares. Tensions intensified on August 31, when the company disclosed that Gerovich had exercised his own rights and received 64.032 million shares. His ties to major shareholder MMXX Ventures further heightened scrutiny.

Metaplanet revises stock-option terms

Metaplanet’s board agreed to reduce the stock-option pool by 41.1%, changing the relevant share figure from 131,274,000 to 188,190,000 shares and converting each option unit into 410 shares instead of the originally proposed 696. Excluding rights that have already been exercised, the remaining potential dilution declines by 55.5%, from 236,640,000 shares to 105,366,000.

The revised figure reflects a change to the reference date used to calculate the rights, moving it from June 30, 2026, back to September 1, 2025. Metaplanet also abandoned a proposal to transfer as many as 90,000 rights into a separate long-term incentive vehicle.

The 10-yen exercise price and the lock-up period, which runs through August 17, 2031, remain unchanged. The company’s disclosure is available through its official disclosures page. Gerovich also addressed the changes in a post on X.

Hong Kong subsidiary joins Project Nova

Metaplanet Asset Management Asia Limited will begin operating this month as a wholly owned Metaplanet subsidiary, with initial capitalization of $1 million. Gerovich, Darren Winia and Kelvin Lee were appointed directors of the new company.

The Hong Kong unit is part of Metaplanet’s plan to build a Bitcoin-focused financial platform called “Project Nova.” It will manage trade execution, position monitoring and risk management during Asian hours, complementing Metaplanet Asset Management Inc., which is based in Miami and was established by the company in March.

Executive changes and proposed capital reduction

The board also changed its executive leadership, effective the same day. Yoshihisa Ikurumi moved from chief financial officer to Executive Officer, Director of Administration. Shinpei Okuno, formerly head of capital markets and investor relations, became CFO.

Separately, Metaplanet will ask shareholders to approve a capital reclassification at a virtual-only Extraordinary General Meeting scheduled for December 18. The record date is September 30. The proposal would reduce the company’s capital stock from approximately 27.8 billion yen to one yen and reduce its capital reserve to zero.

Metaplanet said the reclassification would increase its distributable amount and eliminate an accumulated deficit of approximately 1.8 billion yen recorded at the end of 2025, creating additional capacity for dividends and share buybacks. If approved, the change would take effect on December 30. The December 18 meeting is therefore the next formal decision point described for the proposed capital changes, while the options revisions and executive appointments were board actions.

Metaplanet shares closed at ¥249 on Friday, compared with a previous close of ¥259. The stock’s 52-week range was ¥192 to ¥779, according to Google Finance. The company remains one of the largest listed corporate holders of Bitcoin. Original source: Cryptopolitan.