jh

[jh @727jht]

Elliot - you are clearly missing the point - when @RichardByworth calls out integrity issues on @gerovich but then goes onto promote a 3x mNav, he is being duplicitous.

Can you imagine for a moment a post by Warren Buffett whereby he starts with concerns about management integrity, and then goes on to talk about future upside? It’d never happen. not in a million years.

Instead, Buffett often quoted this principle “In looking for people to hire, you look for three qualities: integrity, intelligence and energy. And if they don’t have the first, the other two will kill you.”

[jh @727jht]

You are clearly missing the point - when @RichardByworth calls out integrity issues on @gerovich but then goes onto promote a 3x mNav, he is being duplicitous.

Can you imagine for a moment a post by Warren Buffett whereby he starts with concerns about management integrity, and then goes on to talk about future upside? It’d never happen.

Instead, Buffett often quoted this principle “In looking for people to hire, you look for three qualities: integrity, intelligence and energy. And if they don’t have the first, the other two will kill you.”

[jh @727jht]

oh - i get it now. as a professional that manages a fund and is fully aware of the requirement to be a responsible member of the financial community, when you call out metaplanet and Gerovich for integrity issues that somehow gives you a pass to then say it is cheap and might go to a 3x mnav. i suppose you just hold your nose to the integrity issues as it does so? bet your LPs love to read that's how you roll.

[jh @727jht]

@RichardByworth @market2kk richard - you are a fiduciary in a fund. a financial professional. so don't hide behind NFA s you pump metaplanet NAV to 3. its so disingenuous to say that. take some responsibility for goodness sake.

[jh @727jht]

@odysseusito this is exceptionally well thought out. shareholders should be thanking you for this work.

As for management - the silence is everything you need to know. what they say "transparency" versus what they actually do is simply awful.

[jh @727jht]

@odysseusito great work

[jh @727jht]

https://t.co/TBrP8xeeDH

[jh @727jht]

https://t.co/Nb2XAiyBaW

[jh @727jht]

@mriemer @HODL15Capital @Metaplanet Perhaps this is the most insightful thing to say about where @gerovich has taken Metaplanet "spending this much of your limited time on something like this simply isn’t worth it"

[jh @727jht]

@thebtcpharaoh brilliant. first reaction..WTF..
wish it were so!!

[jh @727jht]

https://t.co/XmV0QHRZV7

[jh @727jht]

Thank you @metaplanero for stepping through this.

And highlighting that the February 2023 package came to 298.12% dilution. Your post prints the number. And in the same breath it names Listing Rule 601(1)(15) - the 300% ceiling that would have contravened the exchange's rules.

One and eight-eighths of a percentage point of headroom.

Nothing about that is unlawful. It is disclosed. It is under the limit.

@gerovich and Board did not arrive at 298.12% by accident.

They arrived there by knowing precisely where the line is and stopping just short of it. Which means the question in that room was never how much dilution is right for this company. It was "how much can we take before somebody stops us."

A board that asks what it can get away with has already answered the only question that matters about itself.

And there is a second tell, which is worse.

The 10th series did not require a shareholder vote. It went entirely to directors and employees, so it fell outside the exchange's third-party allotment rules and outside the Rule 432 procedure altogether. Management put it to shareholders anyway — "by analogy," your filing says, because combined dilution was approaching that ceiling.

So the vote, three and a half years later, as "shareholders approved a long-term equity ownership and incentive program," was voluntary. It happened because management had pressed the package up against a delisting threshold and wanted cover.

The authority they rely on today is a by-product of having sized the thing to the limit.

They did not seek a mandate. They acquired one as a side-effect of maximising the grant. Those are different things, and only one of them is what they have been telling shareholders for three and a half years.

Let me put the principle to you as plainly as I can, because I think it has been lost somewhere between your lawyers and your letters.

Compliance tells you what a man was prevented from doing. Disposition tells you what he would have done had nobody been watching.

The law polices the first. It is quite poor at it, and it is designed to be - the rules are minimums, written to catch the worst conduct, not to describe good conduct.

We – YOUR SHAREHOLDERS have to price the second.

And a fiduciary duty is the law's admission that it cannot do that job for us. It does not say "stay inside the rules." It says be loyal, because no rulebook can anticipate every way a person with your advantages might serve themselves while technically obeying it.

You had every advantage. You knew where the ceiling was. You knew the vote was unnecessary. You knew what 298.12% meant and your shareholders did not, because working it out required reading a registration statement most of them could not read in a language most of them do not speak.

At every one of those forks you chose the maximum available and then documented it correctly.

That is not fraud. It is worse than fraud for a long-term holder, because fraud gets punished and this does not. It just compounds, quietly, at our expense, until somebody finally reads the filing.

So do not tell me it was legal. I have stipulated that it was legal.

Tell me why a board with a fiduciary duty to its owners sized its own compensation to one and a bit points below a delisting rule, and then spent three and a half years describing the resulting vote as a mandate.

Because a board's disposition is what we are actually buying when we buy your stock. The bitcoin we can see. The rules you complied with we can look up.

What we cannot see is what you would do if nobody were reading. And the evidence continues to show answers that we did not want to learn.

@ZynxBTC @UncleDividends @orangeyield @RoaringRagnar @mc_khristina @market2kk @LawrenceLepard

[jh @727jht]

https://t.co/3gno8EHFtN

[jh @727jht]

@thebtcpharaoh @market2kk great work. truly.

at some point i hope we all get to the bottom of how much cash gerovich took off the table via mmxx capital while he was promoting the stock.

[jh @727jht]

@metaplanero @gerovich https://t.co/zPoHvJOBze

[jh @727jht]

https://t.co/ZFmvPJ0eun

[jh @727jht]

https://t.co/ZFmvPJ0eun

[jh @727jht]

@RoaringRagnar just amateur.

[jh @727jht]

This is exceptional work and a masterclass in describing how far short of the mark Metaplanet's CEO @gerovich has let himself reach.

It is not terminal, nor need be. Gerovich needs to have full and complete disclosure to rectify things.

And since gerovich went to HBS, he will surely remember all the cases we studied there of corporations trying to hide difficult subject matter. the lesson was always the same. hiding things, or just being silent NEVER EVER was a strategy that worked.

[THE BITCOIN PHARAOH @thebtcpharaoh]

A reply to Simon's post on transparency

@gerovich, thank you for posting [1]. You asked for engagement, so here is mine, with the sources linked below so anyone can check.

On MMXX. Your post says you are a "significant but non-majority shareholder" of MMXX's parent, with no role in its decisions. Metaplanet's securities report filed 26 March 2026 says you "indirectly hold a majority of the voting rights" of MMXX Ventures and classifies it as a company whose voting majority is held by officers and their close relatives [2]. The FY2024 report says the same [3]. The December 2022 allotment notice says MMXX Ventures is 100% owned by MMXX Capital Limited and that you and Mark Reinecke are its shareholders [4]. Your own large-holding report of 25 August lists your wife as your only joint holder [5], and MMXX's reports list none [6]. A company whose votes you control would be a deemed joint holder under the FIEA. So either the securities reports are wrong, or the large-holding filings are, or "close relatives" is carrying a lot of weight in that sentence. Which is it, and who owns MMXX Capital Limited?

While on filings: your initial 5% report, due within five business days of 8 February 2023, was filed on 10 April 2025, together with four catch-up change reports for events in 2024 [7]. Twenty-six months. That is the CEO's own disclosure record on the company's own stock.

On the 10th series. The 18 August notice, in the company's words, says the adjustment clause "amplifies the dilution borne by existing shareholders" and raised "concerns regarding the relationship between capital-raising decisions and the interests of the SAR holders" [8]. I agree with every word. A clause that was misaligned on 18 August 2026 was misaligned on 8 April 2024 and on every raise in between; nothing about it changed except that shareholders read it. It took the pool from 46 million shares to 319 million, a claim on 7,207 BTC. On the September 2025 offering alone it handed the holders 2,068 BTC of claim against 277 BTC for the shareholders who funded the deal [9]. Ten days after fixing it forward you exercised 92,000 units into 64 million shares for ¥640 million [10]. Admitting the structure was wrong and keeping what it produced is a contradiction, and no amount of communication resolves it. The consistent position is: the pool ends at 46 million.

One more date. On 26 August 2025 all five holders signed an undertaking capping the pool at 25% of issued shares [8]. On 27 August the board resolved the $1.4 billion international offering. The undertaking was never announced by the company. It appears in your 17 September 2025 filing, in the same paragraph as your lock-up agreement with Morgan Stanley and Cantor Fitzgerald, the offering's bookrunners [11]. Management bounded the pool the day before launching the largest raise in the company's history, said nothing to shareholders, and let it grow under the cap for twelve more months. Was the undertaking a condition of the offering, and did the offering circular disclose the adjustment clause to the institutions that bought 385 million shares?

On the rest of the record, which the post did not address. Who were the nine parties given 467,500 9th-series warrants for nothing on pivot day, the ones who exercised at ¥20 against a ¥19 close [12]? Why did the board route 1.7 million lapsed retail rights free to MMXX and to you in October 2024, and sell the other 4.9 million to EVO at ¥22.1 each when they were worth about ¥633 [13]? Who sold MMXX 2 million shares at ¥600 that same day, against a ¥1,188 close [14]? MMXX sold roughly 50 million shares into the 2024 rally while the company was raising equity from the public [15]; if you have no role in its trading, who does?

Many of us put our hard earned savings into this company. And while we do not fault you for the recent performance of the share price as there are factors outside of your control, we do hold you accountable for those that are within your control, especially when it comes to transparency and your fiduciary responsibility towards shareholders. As I'm sure you've seen over the past couple of years, I've spent countless hours advocating for Metaplanet and publishing my views + insights (with no obligation or financial return) to foster a community of die-hard fans (including myself). In return we ask for something ordinary: that management be aligned with us rather than positioned against us, and that material terms be explained in the language most of us shareholders read, especially when the terms favor the people writing them. And even more importantly, when serious questions are raised by the community, especially the difficult questions, that management respond with clarity and transparency around those issues, rather than ignore them in the hope they will be forgotten (the receipts are all there). We trusted the team as stewards of our capital.

The fix in August was a step in the right direction. But "we can do better" is a promise about the future, and the questions above are about what already happened. Answer them, name the owners of MMXX, and unwind the pool to where it stood at the pivot. That is what alignment looks like. Everything else is PR.

Satoshi created Bitcoin so that no one could print themselves a bigger share and the rules would be visible to all. You preach that Metaplanet's conviction in bitcoin has never wavered. Yet the vehicle you run printed its insiders a growing share, behind rules its shareholders never saw. That is not aligned with Bitcoin's values.

$MPJPY $MTPLF $DN3

Sources
[1] Simon Gerovich, 6 Sep 2026: https://t.co/1EXRsoZxrw
[2] Metaplanet securities report FY2025, filed 26 Mar 2026, related-party note 4 (EDINET S100XTWY): https://t.co/cuWHWIUH6B
[3] Metaplanet securities report FY2024, filed 24 Mar 2025, related-party note 4 (S100VG8G): https://t.co/hRciY37asQ
[4] TDnet 28 Dec 2022, third-party allotment notice, allottee profiles (MMXX: 100% owned by MMXX Capital Limited; Gerovich and Reinecke shareholders): https://t.co/1zxCVw102W
[5] Gerovich change report No.8, 25 Aug 2026 (S100YXY8): https://t.co/v24c0txKdH
[6] MMXX Ventures large-holding filings (EDINET E38638), e.g. initial report 12 Apr 2023 (S100QL3V): https://t.co/ZgHybymPEG
[7] Gerovich initial large-holding report, obligation date 8 Feb 2023, filed 10 Apr 2025 (S100VL2I): https://t.co/t2DDYgKkA1
[8] TDnet 18 Aug 2026, amendment to the 10th-series terms (section 4 "Reason for the Amendment"; 26 Aug 2025 undertaking): https://t.co/Ov3hGEJeOP
[9] Effective Diluted Shares table, Metaplanet notice of 2 Apr 2026 (basis for the offering arithmetic): https://t.co/8yvGBU5c5N
[10] TDnet 31 Aug 2026, partial exercise of the 10th series: https://t.co/exAPLAHaxh
[11] Gerovich change report No.7, 17 Sep 2025, section 6 "important contracts" (Morgan Stanley / Cantor lock-up; 25% exercise undertaking) (S100WP31): https://t.co/YoBYZ7MDUE
[12] Extraordinary report of 24 Apr 2024 on the 9th-series transfers, reproduced in the Jan 2025 registration statement (S100V56J, pp. 57–58): https://t.co/gBj8lPVBZz
[13] TDnet 21 Oct 2024, 11th-series results, transfers to MMXX and Gerovich, sale of 4,915,487 rights to EVO at ¥22.1: https://t.co/5XnUM0xOty
[14] MMXX change report No.19, 29 Oct 2024 (2,000,000 shares acquired off-market at ¥600 on 22 Oct 2024) (S100ULCZ): https://t.co/Eg7IGkmOK1
[15] MMXX change reports Nos. 5–14 and 17–19 (Apr–Oct 2024 disposals), e.g. No.14 (S100U4AU): https://t.co/KM7cmospxm

[THE BITCOIN PHARAOH @thebtcpharaoh]

A reply to Simon's post on transparency

@gerovich, thank you for posting [1]. You asked for engagement, so here is mine, with the sources linked below so anyone can check.

On MMXX. Your post says you are a "significant but non-majority shareholder" of MMXX's parent, with no role in its decisions. Metaplanet's securities report filed 26 March 2026 says you "indirectly hold a majority of the voting rights" of MMXX Ventures and classifies it as a company whose voting majority is held by officers and their close relatives [2]. The FY2024 report says the same [3]. The December 2022 allotment notice says MMXX Ventures is 100% owned by MMXX Capital Limited and that you and Mark Reinecke are its shareholders [4]. Your own large-holding report of 25 August lists your wife as your only joint holder [5], and MMXX's reports list none [6]. A company whose votes you control would be a deemed joint holder under the FIEA. So either the securities reports are wrong, or the large-holding filings are, or "close relatives" is carrying a lot of weight in that sentence. Which is it, and who owns MMXX Capital Limited?

While on filings: your initial 5% report, due within five business days of 8 February 2023, was filed on 10 April 2025, together with four catch-up change reports for events in 2024 [7]. Twenty-six months. That is the CEO's own disclosure record on the company's own stock.

On the 10th series. The 18 August notice, in the company's words, says the adjustment clause "amplifies the dilution borne by existing shareholders" and raised "concerns regarding the relationship between capital-raising decisions and the interests of the SAR holders" [8]. I agree with every word. A clause that was misaligned on 18 August 2026 was misaligned on 8 April 2024 and on every raise in between; nothing about it changed except that shareholders read it. It took the pool from 46 million shares to 319 million, a claim on 7,207 BTC. On the September 2025 offering alone it handed the holders 2,068 BTC of claim against 277 BTC for the shareholders who funded the deal [9]. Ten days after fixing it forward you exercised 92,000 units into 64 million shares for ¥640 million [10]. Admitting the structure was wrong and keeping what it produced is a contradiction, and no amount of communication resolves it. The consistent position is: the pool ends at 46 million.

One more date. On 26 August 2025 all five holders signed an undertaking capping the pool at 25% of issued shares [8]. On 27 August the board resolved the $1.4 billion international offering. The undertaking was never announced by the company. It appears in your 17 September 2025 filing, in the same paragraph as your lock-up agreement with Morgan Stanley and Cantor Fitzgerald, the offering's bookrunners [11]. Management bounded the pool the day before launching the largest raise in the company's history, said nothing to shareholders, and let it grow under the cap for twelve more months. Was the undertaking a condition of the offering, and did the offering circular disclose the adjustment clause to the institutions that bought 385 million shares?

On the rest of the record, which the post did not address. Who were the nine parties given 467,500 9th-series warrants for nothing on pivot day, the ones who exercised at ¥20 against a ¥19 close [12]? Why did the board route 1.7 million lapsed retail rights free to MMXX and to you in October 2024, and sell the other 4.9 million to EVO at ¥22.1 each when they were worth about ¥633 [13]? Who sold MMXX 2 million shares at ¥600 that same day, against a ¥1,188 close [14]? MMXX sold roughly 50 million shares into the 2024 rally while the company was raising equity from the public [15]; if you have no role in its trading, who does?

Many of us put our hard earned savings into this company. And while we do not fault you for the recent performance of the share price as there are factors outside of your control, we do hold you accountable for those that are within your control, especially when it comes to transparency and your fiduciary responsibility towards shareholders. As I'm sure you've seen over the past couple of years, I've spent countless hours advocating for Metaplanet and publishing my views + insights (with no obligation or financial return) to foster a community of die-hard fans (including myself). In return we ask for something ordinary: that management be aligned with us rather than positioned against us, and that material terms be explained in the language most of us shareholders read, especially when the terms favor the people writing them. And even more importantly, when serious questions are raised by the community, especially the difficult questions, that management respond with clarity and transparency around those issues, rather than ignore them in the hope they will be forgotten (the receipts are all there). We trusted the team as stewards of our capital.

The fix in August was a step in the right direction. But "we can do better" is a promise about the future, and the questions above are about what already happened. Answer them, name the owners of MMXX, and unwind the pool to where it stood at the pivot. That is what alignment looks like. Everything else is PR.

Satoshi created Bitcoin so that no one could print themselves a bigger share and the rules would be visible to all. You preach that Metaplanet's conviction in bitcoin has never wavered. Yet the vehicle you run printed its insiders a growing share, behind rules its shareholders never saw. That is not aligned with Bitcoin's values.

$MPJPY $MTPLF $DN3

Sources
[1] Simon Gerovich, 6 Sep 2026: https://t.co/1EXRsoZxrw
[2] Metaplanet securities report FY2025, filed 26 Mar 2026, related-party note 4 (EDINET S100XTWY): https://t.co/cuWHWIUH6B
[3] Metaplanet securities report FY2024, filed 24 Mar 2025, related-party note 4 (S100VG8G): https://t.co/hRciY37asQ
[4] TDnet 28 Dec 2022, third-party allotment notice, allottee profiles (MMXX: 100% owned by MMXX Capital Limited; Gerovich and Reinecke shareholders): https://t.co/1zxCVw102W
[5] Gerovich change report No.8, 25 Aug 2026 (S100YXY8): https://t.co/v24c0txKdH
[6] MMXX Ventures large-holding filings (EDINET E38638), e.g. initial report 12 Apr 2023 (S100QL3V): https://t.co/ZgHybymPEG
[7] Gerovich initial large-holding report, obligation date 8 Feb 2023, filed 10 Apr 2025 (S100VL2I): https://t.co/t2DDYgKkA1
[8] TDnet 18 Aug 2026, amendment to the 10th-series terms (section 4 "Reason for the Amendment"; 26 Aug 2025 undertaking): https://t.co/Ov3hGEJeOP
[9] Effective Diluted Shares table, Metaplanet notice of 2 Apr 2026 (basis for the offering arithmetic): https://t.co/8yvGBU5c5N
[10] TDnet 31 Aug 2026, partial exercise of the 10th series: https://t.co/exAPLAHaxh
[11] Gerovich change report No.7, 17 Sep 2025, section 6 "important contracts" (Morgan Stanley / Cantor lock-up; 25% exercise undertaking) (S100WP31): https://t.co/YoBYZ7MDUE
[12] Extraordinary report of 24 Apr 2024 on the 9th-series transfers, reproduced in the Jan 2025 registration statement (S100V56J, pp. 57–58): https://t.co/gBj8lPVBZz
[13] TDnet 21 Oct 2024, 11th-series results, transfers to MMXX and Gerovich, sale of 4,915,487 rights to EVO at ¥22.1: https://t.co/5XnUM0xOty
[14] MMXX change report No.19, 29 Oct 2024 (2,000,000 shares acquired off-market at ¥600 on 22 Oct 2024) (S100ULCZ): https://t.co/Eg7IGkmOK1
[15] MMXX change reports Nos. 5–14 and 17–19 (Apr–Oct 2024 disposals), e.g. No.14 (S100U4AU): https://t.co/KM7cmospxm