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CapitalistSUN SEP 06 · 1:25 AM ET · Metaplanet TDnet

METAPLANET’S CEO PAID 10 YEN A SHARE FOR STOCK AT 293 — HIS OPTION POOL GREW 6.9X WITH EVERY SHARE SOLD TO BUY BITCOIN — THE “FIX” FROZE IT AT THE TOP

It freezes the pool at the number the dilution built, not the number the holders approved.
Read the Aug 18 filing, not the apology.

In February 2023, when Metaplanet was a hotel company with about 100 million shares, its holders approved a set of stock options for management. 460,000 warrants, 100 shares each, 46 million shares, at 10 yen a share. One clause in the terms said the pool would track 20% of the fully diluted share count. Nobody in that room was thinking about bitcoin.

Then the company sold shares to buy bitcoin. A lot of them. About 154 million shares in April 2024 became 1,345,313,741 by August 31 this year. Every one of those sales grew the option pool with it. The filing states the old formula plainly: “fully diluted shares × 0.2.” By this summer each warrant carried 696 shares instead of 100, and the pool stood at 319,464,000 shares. Still 10 yen.

Simon Gerovich holds 276,000 of the 459,000 warrants, six in ten. On August 28 he exercised 92,000 of them: 64,032,000 shares for 640 million yen, about $4.1 million. The stock closed Friday at 293 yen. Those shares are worth 18.8 billion yen, about $120 million, locked up until August 2031 and his.

The August 18 announcement is being called a fix. It removes the 20% clause and fixes the pool at 319,464,000 shares, adds a five-year lock-up, and moves up to 90,000 warrants into a staff incentive plan. Read that again. It freezes the pool at the number the dilution built, not the number the holders approved. Nothing rolls back. The top reply under his post asked the only question that matters and his post does not answer it.

The whole pool is 90.4 billion yen in the money at Friday’s close, $579 million at 156 yen. The $600 million figure in the replies is not a meme. It is the close.

What it costs the holder, in the unit that matters. CEBE Tracker carries Metaplanet at 43,000 BTC, senior claims of 17.65%, and 2,632 sats of bitcoin per share as of August 31. If the whole pool is exercised, that goes to about 2,158 sats. Down 18%, for 10 yen a share. The original 46 million pool would have cost about 3%. And mNAV sits at 0.905, so every new share sold to buy bitcoin from here costs existing holders bitcoin as well.

Everything here was legal, disclosed, and approved in advance. That is the point. Digital credit is a promise written in someone else’s terms. The terms paid management for the dilution itself, and the fix kept the payment. Owning the stock was never owning the coin. Here it was not even owning the stock.

At the time of this writing, bitcoin was $79,810 (Crypto.com, 1:19 AM ET, Sep 6).
KEY RECEIPTS 10th Series: board resolution Dec 28, 2022; shareholder approval Feb 7, 2023. 460,000 warrants, 10 yen a share, 100 shares each = 46,000,000 shares. Adjustment clause: pool = fully diluted shares × 0.2 (TDnet, Aug 18, 2026, the primary; English mirror).
Fixed Aug 18, 2026 at 319,464,000 shares, 696 per warrant. Five-year lock-up to Aug 17, 2031. Up to 90,000 warrants (62,640,000 shares) to a long-term incentive plan (same filing).
Holders at June 30, 2026: Gerovich 276,000; two executives 141,000; two employees 42,000; 459,000 total (same filing).
Aug 28 exercise: 92,000 warrants, 64,032,000 shares, 640,320,000 yen (TDnet partial exercise notice 140120260831528941, filed Aug 31).
Shares outstanding Aug 31, 2026: 1,345,313,741 (TDnet monthly exercise notice, Sep 1).
Stock: 293 yen Sep 4 close, +5.02%; 52-week range 192 to 779. USDJPY 156.23 at writing.
Pool in the money at 293: 319,464,000 × 283 yen = 90.4 billion yen = $579 million — our arithmetic at the close, not the replies’ round number.
The balance sheet: 43,000 BTC; debt $463,216,572; preferred $145,250,409; cash $12,164,614; basic shares 1,345,313,741; senior claims 17.65%; 2,632 sats of bitcoin per share; mNAV 0.905, as of Aug 31. Data: CEBE Tracker.
Full-exercise arithmetic: 1,664,777,741 shares; cash up 3.19 billion yen (about $20.4M); senior claims 16.95%; about 2,158 sats per share — down 18%.
Gerovich’s post: Sep 5, 11:08 PM ET; 58.8K views, 174 replies, 72 reposts, 584 likes as of 1:05 AM ET.
THE POOL GREW WITH EVERY SHARE SOLD TO BUY BITCOIN. THE FIX KEPT THE GROWTH.
READ THE COVERAGE →
Metaplanet TDnet filing (primary) · Tue Aug 18 · + Aug 31 exercise notice · + CEBE Tracker as of Aug 31

Terms in this story: BPS, mNAV multiple, Digital credit