Metaplanet CEO acknowledges lack of clarity on equity plan and denies involvement in MMXX Ventures

CEO addresses equity compensation criticism

Metaplanet CEO Simon Gerovich posted on X on Sunday that the company had not done a good enough job explaining its Series 10 Stock Acquisition Rights (a reward pool for executives) and the structure of MMXX Ventures, a shareholder entity.

He said he is a significant but non‑majority shareholder in the parent of MMXX and that he does not take part in its trading decisions.

Key points

• Series 10 Stock Acquisition Rights were set at 20 % of Metaplanet’s fully diluted share capital.
• When Metaplanet bought bitcoin after April 2024, new equity issuance diluted existing shareholders while the CEO’s option entitlement grew.
• In August the company froze the reward pool at about 320 million shares but did not reset it to the level before the bitcoin pivot.
• Gerovich exercised 92 000 rights on Aug 28, receiving 64 million new shares and now holds roughly 6.2 % of the company.
• Combined, Gerovich and MMXX own more than 27 % of Metaplanet’s fully diluted shares.
• Shares fell 7 % on Monday and are down 43 % year‑to‑date, while the Nikkei 225 rose 31 %.

What is confirmed

The company’s filing shows the Series 10 pool was fixed on Aug 18 at 319,464,000 shares with a five‑year lock‑up. The filing also notes the previous mechanism amplified dilution for existing shareholders.

Gerovich’s X post and the Aug 28 filing confirm he exercised rights and now holds 79,587,500 common shares.

Shareholder concerns

Shareholders, including users known as “The Bitcoin Pharaoh” and “Ragnar,” have said the company should name the owners of MMXX and revert the reward pool to its pre‑bitcoin‑pivot size. They have called for cancelling the additional 273 million shares and replacing them with a new incentive program applied retroactively.

Why it matters

The equity reward plan can increase insider holdings while diluting other investors, which raises governance questions. Transparency about the pool and the relationship with MMXX is important for shareholders who want to assess potential conflicts of interest.

Next steps

Metaplanet’s board has already removed the floating adjustment mechanism and fixed the pool size. No further action has been announced, but shareholders continue to request detailed answers about MMXX’s ownership and the pool’s reset.

Sources

• CoinDesk