メタプラネット、香港子会社設立と株式保有比率の大幅縮小を発表| NEXTMONEY

メタプラネットが香港子会社設立と株式保有比率の大幅縮小を発表

メタプラネット（Metaplanet）は2026年9月11日（金曜日）の取締役会を経て、香港子会社の設立や新CFO（Chief Financial Officer：最高財務責任者）の就任、そして物議を醸していたストックオプション枠の41%削減など、一連の重要な変更を発表した。

A Letter to Metaplanet Shareholders:

Over the past several weeks, many of you have asked questions about Metaplanet’s compensation structure, governance, and the decisions we made as we transformed the business in less than two years from a struggling Japan-centric hotel operator into a global Bitcoin treasury company.

Those conversations are important and warrant thoughtful responses, and I have tried to provide them with this note, which I hope you will read in its entirety.

Most importantly, as I reflect on where Metaplanet is today, one thing is increasingly clear: we are no longer the company we were when the incentive structure at the center of this dialogue was created. We have grown faster than any of us imagined, our shareholder base has become truly global, and our business has evolved significantly. As the company matures, our governance, compensation, and communication practices must mature with it.

That is why our Board of Directors has decided to further evolve the adjustments to the Series 10 stock acquisition rights and cancel 41% of the associated shares, resetting the conversion ratio to the level that existed before our international offering in September 2025. While as a Series 10 holder I recused myself from this decision, I fully support it. We all agree that we have one paramount goal: to ensure shareholders have complete confidence that we are aligned with them, in both action and intention.

The original structure was designed for a very different stage in our history, when the company was much smaller and its future far less certain. It served an important purpose during that time. But leadership requires the willingness to revisit past decisions when circumstances change.

One of the lessons of the past two years is that the same qualities that enabled our transformation, namely conviction, innovation, and a willingness to challenge convention, must now be matched by greater discipline and even more thoughtful oversight.

The Board’s decision, and the consent of the Series 10 holders, reflect our evolution as a company. We will continue to assess and refine our practices as Metaplanet grows, and our responsibilities to shareholders grow with it.

What’s Changing:

Here are the three key components. The full Tokyo Stock Exchange timely disclosure is linked in the post below. Note that the amended terms were considered, formulated and approved by our Board of Directors, and were then agreed with the unanimous consent of all Series 10 holders. As the only director holding Series 10 rights, I did not participate in the deliberation or the vote.

1. We are resetting the conversion ratio to 1:410

The ratio of warrants to shares started at 1:100 and was fixed on August 18, 2026, at 1:696. It will be reset to 1:410, which is where it stood immediately before our international share offering in September 2025. September 1, 2025, the date of our final Bitcoin purchase disclosure before that offering, represents a natural inflection point in our journey. Up to that point, enterprise value was driven primarily by the efforts of the team that conceived, financed, and executed Metaplanet’s transformation. After the international offering, growth in both our share count and Bitcoin holdings increasingly reflected our ability to access larger pools of capital and scale the Bitcoin treasury strategy. This offering is the point at which capital raises became less accretive (still accretive, but less so), and it is the point identified as giving Series 10 holders disproportionate value relative to existing shareholders. This action, which extinguishes over $220 million of warrant value, reduces the number of shares underlying the warrants by 41%, reduces the fully diluted share count accordingly, and increases Bitcoin per fully diluted share by approximately 8.8%.

2. We are imposing additional exercise conditions

Under the new terms, all unvested warrants are subject to extended restrictions on exercisability, with one-third of this pool becoming exercisable in 2029, one-third in 2030, and one-third in 2031. The five-year lock-up agreed to last month is unchanged, so shares received on exercise remain subject to that lock-up until it expires. For full details please see the TSE disclosure.

3. We are cancelling the allocation of warrants to a new employee incentive pool and instead accelerating our design of a new compensation program.

The 20% of warrants previously earmarked for transfer to an employee incentive pool will not be transferred. Those warrants are simply cancelled, as part of the 41%. We will develop a new plan in consultation with a leading global compensation consultant to incentivize new hires. We will share details as the design progresses.

How We Got Here:

Those are the headlines. But it’s important at this moment to take a step back and remember where our journey began. This is critical to understanding why the Series 10 stock acquisition rights were created, the circumstances which provided the backdrop, and the meaningful risk taken by those who invested in those warrants at a very different moment in time.

Building a Bitcoin treasury company in Japan was unprecedented for any enterprise, let alone a small Japanese hotel operator emerging from a difficult period. There was no playbook for what came next. As a near-bankrupt TSE-listed Japanese company, our circumstances were not analogous to any of our peers, not the one company that came before us nor the many that have followed. The team that conceived of this innovative transformation and took on this challenge, myself included, did so when the outcome was highly uncertain. We invested our time, our careers, and our own capital into a company that was far more likely to fail than to succeed. We were paid very little cash compensation to do it and that remains the case today.

Instead, to attract and retain the people needed to rebuild the company, shareholders approved a long-term equity ownership and incentive program: the Series 10 stock acquisition rights. Holders purchased those rights with their own capital, accepted significant restrictions, and faced a multi-year vesting period. If the company failed, the team would receive virtually nothing for the effort they put in. The objective was to align the people rebuilding the company with its long-term success, unlock extraordinary motivational force, and sustain that for a period of high growth.

The Series 10 stock acquisition rights were never intended to incentivize non-accretive or modestly accretive dilution. Instead, during the initial phase of high growth, this structure allowed us to assemble a talented team and then transform the company by rapidly acquiring Bitcoin in a highly accretive manner. The adjustment we are announcing today seeks to ensure that intention is reflected in the outcome for our shareholders.

The Series 10 stock acquisition rights and their impact were publicly disclosed and reflected in the fully diluted share count, as well as in the BTC-per-share and BTC Yield metrics we shared with investors. We also now recognize that disclosure and awareness are not always equivalent.

Since then, Metaplanet has evolved dramatically. What began as a turnaround has become one of the most closely followed Bitcoin treasury companies in the world. In record time, we became the largest publicly traded Bitcoin owner in Asia and one of the largest Bitcoin treasury companies globally, despite operating in one of the world’s most conservative financial and regulatory environments.

In fact, today we are the only non-U.S. company among the top 16 global Bitcoin treasury platforms.

Our Commitments Going Forward:

With these factors in mind, we are taking several other steps to ensure our structure and practices continue to mature as the business does.

First, we are engaging independent external experts to help create a new compensation program to ensure it appropriately aligns management incentives with long-term shareholder value creation.

Second, we are continuing to institutionalize the company. This includes strengthening board oversight and appointing five new board members across the March 2025 and 2026 annual shareholder meetings, representing half of our ten-member board (nine of whom are independent), and including those with experience at leading global audit firms, law firms, and financial institutions. Strong governance is a priority at Metaplanet. In addition, we have expanded our leadership team, added experienced professionals across the range of critical support functions: accounting, legal, compliance, operations, and technology, and enhanced the internal controls required to support a company of our scale and complexity. These strengthening efforts have been implemented in less than 18 months and we will continue to do more.

Third, we are committed to increasing transparency and shareholder engagement, providing additional context around our capital structure and financing activities, and engaging with shareholders in both English and Japanese in a consistent fashion.

These actions are particularly important as Metaplanet continues to expand internationally, including through the pending acquisition of a controlling stake in Super League Enterprise, a Nasdaq-listed company.

As we look ahead, our goal is simple: to build a company that endures and that captures the vast opportunity in Bitcoin for the benefit of shareholders. Metaplanet is the story of a small company that reinvented itself, built a new model in a market where few believed it was possible, and became one of the most significant Bitcoin treasury companies in the world. We have been more successful than any of us imagined when we began, and we have an extraordinary growth path ahead. Along the way, we will do our best to make the right decisions, and when we get it wrong, we will adjust with the interests of our shareholders top of mind.

We are proud of what we have built, and we remain deeply committed to our shareholders.

Thank you for your support, your engagement, and your belief in what’s ahead.

Simon Gerovich
Chief Executive Officer
Metaplanet

— Simon Gerovich (@gerovich) September 11, 2026

日本語訳：
Metaplanet株主の皆様へ：ここ数週間、多くの皆様からMetaplanetの報酬体系、ガバナンス、そして2年足らずで苦境に立たされていた日本中心のホテル運営会社からグローバルなビットコイン財務会社へと事業を変革する過程で下した決定について…

メタプラネットの第10回新株予約権（シリーズ10）をめぐっては、株主の間で株式の希薄化に対する強い懸念があり、先週の株価は17%急落する事態となっていた。当初の説明不足やガバナンスへの批判に応えるため、同社はオプション枠を41.1%縮小する合意に至った。

具体的には、枠の上限を1億8,819万株から1億3,127万4,000株へと変更し、1単位あたりの株式数を従来の696株から410株へと引き下げる。これにより、残りの潜在株式は55.5%減少することになる。サイモン・ゲロビッチ（Simon Gerovich）CEO（最高経営責任者）によるよ、この調整によって2億2,000万ドル（約338.5億円）以上のワラント価値が消滅し、完全希薄化後ベースでの1株当たりビットコイン保有量が約8.8%増加するとしている。

また、最大9万個の権利を長期インセンティブ用ビークルに移管する計画は撤回され、権利確定前には追加の行使制限が設けられることになった。

香港での子会社設立と事業展開

同社はビットコインを軸とした金融プラットフォームを構築する計画「Project Nova」の一環として、香港に資本金100万ドルの完全子会社「Metaplanet Asset Management Asia Limited」を設立する。取締役にはジェロビッチ氏らが就任し、アジア時間の取引執行、ポジション監視、リスク管理業務を担う。これにより、3月に開設したマイアミ拠点とも連携した体制が整うこととなる。