Metaplanet told shareholders that the mechanism behind its insider share pool amplified their dilution. The board then froze the pool at 319.5 million shares rather than reversing it.
Ten days later the chief executive converted his vested third. Metaplanet stock fell 9.96% on Tuesday to ¥244.
How Metaplanet’s Insider Share Pool Ballooned
In 2022 the company was called Red Planet Japan. Its hotels had lost their guests. Sales were ¥366 million ($2.37 million), the operating loss was ¥858 million ($5.57 million), and it warned it might not survive.
Shareholders approved a rescue in February 2023. Seven staff paid ¥18 a unit for options to buy shares at ¥10.
The award covered 46 million shares. That number was never fixed. It always equalled 20% of every share the company could issue.
Then Bitcoin (BTC) arrived in April 2024. Metaplanet sold new stock to buy coins, becoming the third-largest corporate holder with 43,000 BTC.
Its share count went from 153.9 million to 1.35 billion in two years. Every sale therefore enlarged the pool, which reached 319,464,000 shares.
That is about a quarter of the company.
“…amplifies the dilution borne by existing shareholders,” Metaplanet spelled out in its August 18 filing.
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Why the Freeze Failed to Settle It
The same filing deleted the clause and fixed the pool at its enlarged size. Holders cannot sell any shares until August 17, 2031.
Ten days later Chief Executive Officer Simon Gerovich exercised 92,000 rights, exactly the third that had vested. He paid ¥640 million ($4.16 million ) for 64,032,000 shares worth ¥15.6 billion ($101.3 million) on Tuesday.
His personal stake is now 6.2% after the design paid insiders for issuing stock.
David Bailey, a Bitcoin executive and shareholder since 2024, disagrees.
“…20% of Metaplanet cap table … isn’t some crazy number,” Bailey noted.
Metaplanet’s own numbers support part of his case. Bitcoin per 1,000 shares rose roughly 43-fold in two years, with the options already counted.
BeInCrypto reported in October 2025 that Gerovich pitched preferred shares precisely to keep growing Bitcoin per share without diluting holders.
However, the market is less convinced, seeing as all Metaplanet shares are worth about $2 billion. Its coins are worth about $3.4 billion with Bitcoin trading near $78,533, even before debt.
Insiders hold a claim on a quarter of a company priced below its own Bitcoin. The 273 million extra shares are what shareholders want back.
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