Metaplanet shares extended losses for a second straight trading day, with the Japan-listed bitcoin treasury company falling nearly 10% on Tuesday to close at 244 yen, or about $1.56. Combined with Monday’s 7.5% decline, the stock has lost about 17% in two sessions.
Bitcoin, by contrast, was down only 1% and traded around $78,464. The sell-off in Metaplanet was described as a governance-driven move rather than a reaction to the price of BTC.
CEO Simon Gerovich posted a public statement on X on Sunday, saying the company had not done enough in communicating its plans and structure to shareholders. Investors did not see that as an answer to the main issues, and selling pressure continued into Tuesday.
Series 10 option pool sits at the center of the dispute
The controversy traces back to Metaplanet’s Series 10 incentive plan, introduced in December 2022, before the company’s April 2024 shift into a bitcoin treasury model.
The key issue is that the option pool was not originally set as a fixed number of shares. Instead, it was defined as 20% of the company’s fully diluted share count. As Metaplanet repeatedly issued new shares to raise capital for bitcoin purchases, the option pool expanded from about 46 million shares to about 319 million shares.
That structure left existing shareholders facing repeated dilution while management’s potential equity stake kept increasing. In simple terms, the more stock the company issued to buy bitcoin, the more shares executives could subscribe to under the plan.
August amendment stopped future expansion, but did not reverse prior growth
Metaplanet filed an amendment on Aug. 18 in response to the criticism. According to the company’s disclosure, the revision removed the clause that adjusted the pool with changes in share count and fixed the option pool at 319.46 million shares. The exercise price remained 10 yen per share, and a five-year lockup was added through Aug. 17, 2031.
Gerovich said on X that the company is continuing to review its governance and compensation policies and will publish an update once that work is completed. Investors have pushed for more than a freeze, arguing that the issue is not only future expansion but also whether the shares already created through the structure should be rolled back.
Shareholders call for cancellation of 273 million excess shares
The response from Gerovich drew sharper criticism. An X user identified as Ragnar said the only solution is to cancel the extra 273 million shares, replace the structure with a new incentive plan, and apply that fix retroactively.
Another investor using the name The Bitcoin Pharaoh pointed to what he described as a contradiction in the timeline. Ten days after the option pool was frozen, Gerovich exercised 92,000 units of Series 10 options and received more than 64 million shares.
He wrote: “Admitting the structure is flawed while keeping the outcome it produced is a contradiction. No amount of communication fixes that.” The comment has become a focal point in the debate over why options continued to be exercised before and after the freeze if the design itself was considered problematic.
MMXX Ventures relationship raises conflict-of-interest concerns
A separate line of criticism involves Gerovich’s relationship with MMXX Ventures, a known Metaplanet shareholder. Japanese regulatory filings describe Gerovich as indirectly holding majority voting rights in MMXX, and the entity is listed as related to management and their relatives.
Gerovich said on X that he is a “significant but not majority” shareholder in MMXX’s parent company, is not a director or executive, and has “no role in its investment or trading decisions.”
Investors are still asking for more detail, including who the ultimate owners of MMXX are and whether Gerovich or related parties benefited when MMXX sold Metaplanet shares during bitcoin’s 2024 rally. Those questions do not yet have formal answers.
Governance debate puts the DAT model under scrutiny
Metaplanet is one of the most closely watched bitcoin treasury companies in Japan. The dispute has implications beyond one stock and has drawn attention to governance risks in the DAT, or digital asset treasury, model.
Investors are watching three points from here: whether Metaplanet will shrink the option pool rather than merely freeze it, whether MMXX Ventures’ holding and trading history will be fully disclosed, and whether Gerovich will present a concrete governance reform plan instead of limiting his response to a continuing review.
The dispute remains unresolved.