Jin

[Enea₿⚡️ @EneaDenkt]

VanEck withdrawing poor researched post on Metaplanet. I hope you are paying attention.

[Metaplanero @metaplanero]

I've made a couple of posts explaining why Strive is falling today. They're purely informational, based on the company's own filings, but people either don't read them or immediately call them FUD

That's literally the information I've been going through today to understand what's happening

Just because I support Metaplanet and think it currently has the best long-term outlook among BTC treasury companies doesn't mean that whenever I talk about another company, I'm trying to spread FUD

Read the post and tell me where the FUD is. It simply explains the mechanism behind why there is currently a ceiling on Strive's price

[Metaplanero @metaplanero]

I've been reading and cross-checking the information provided in VanEck's article, and as always, you can't just take it at face value, you have to verify it

Reputation or not, you still can't blindly trust it. These are all the high-level issues I've found in the article

Tomorrow I'll prepare a more extensive piece where everything is explained in greater detail. Overall, this article leaves a lot to be desired in terms of analysis

1. No stated methodology

The root defect, and the source of almost everything else. No thresholds, no weighting, no date convention, no definition of "fully diluted"

The bands are described by their members, so they cannot be applied to a new company and a placement cannot be falsified. The operative rule turns out to be one metric, size; the qualitative columns explain placements rather than determine them

You can see it when Tron and Bit Digital are graded "Good" despite VanEck's own text describing failures in both

2. The metrics are badly constructed

This touches every numeric cell across the 5 companies

A different denominator per company, none of them declared: issued shares excluding all potential shares for Metaplanet, a constructed figure the company does not report for Strategy, a base that includes shares with no economic rights for Twenty One, and Strive's own fully diluted count which excludes its own reserve

Incompatible numerators inside a single row: gross for the pool, net for the people, maximum for the pool and target for the officer, and non-officer employees counted inside the officer column

Asymmetric bases between companies: Metaplanet measured on its full authorisation, Strategy on its residual overhang

3. Contractual clauses read backwards

The least defensible errors, because the plan documents say the opposite in plain text

2 of the 4 audited peers have a live evergreen clause and are marked "None; fixed reserve". Strive and Twenty One. Meanwhile Metaplanet, which abolished its own before the data date, is scored as failing that test, with the words "abolished Aug 18" written inside the cell

Add to that Metaplanet's growth mechanism attributed to the board when it sat inside the terms approved at a shareholder meeting, and Strive's performance units called the best-designed in their band when the appendix containing the thresholds is not in the public filing

4. Verifiable data reported wrong

Closing prices contradicted by the company's own press release (Forward Industries, $5.79 against $6.95). Market caps that reconcile to no share count

Vote frequencies wrong, Strategy's say-on-pay described as annual when it is triennial. Ownership figures 5 months stale. Reserve-increase votes that never happened. And an officer award measured on a package that had been forfeited 8 weeks before the data date

5. Date mismatches

A table dated 14 September carrying June denominators, December numerators; and at Forward Industries, a September 2025 numerator against an August 2026 denominator, a factor of 31. With no stated convention, none of this is detectable by the reader

6. Internal contradictions

The report disagrees with itself in several places. It gives 8.2% in the table and "roughly 7% of the company" in the body for the same numerator. It counts performance units at maximum for Strategy's pool and at target for Strategy's officer. And it recommends Metaplanet adopt a bitcoin-per-share KPI that the board had already used as its recalibration mechanism three days before publication

7. Dimensions it does not measure

Not errors, but omissions that reorder the ranking

Voting leverage, Saylor 6.7x, Ramaswamy 4.3x, Devasini effectively infinite, Gerovich 1.0x

Lock-ups and time to liquidity, 5 years at Metaplanet, none at the peers

And valuation: there is a market cap column and not a single mNAV figure anywhere in the table

The pattern in one line:

Of the 5 companies I checked against primary filings, all 5 contain material error, and the report publishes none of the thresholds that would let a reader catch it

[financialconspirator @financialcnspr]

Metaplanet is positioning itself to compete directly in the digital credit race with $STRC at 12% and Strive at 13%.

Japan: ~4% bond.
America: coming.
Hong Kong: coming.

That creates a potential trifecta of digital credit across three major financial markets.

And the wildest part?

Metaplanet used roughly 2,000 BTC to enter this game and gain access to a slice of the ~$300 TRILLION global fixed income market.

Bitcoin is the collateral.

Digital credit is the bridge.

The addressable market is enormous.

And Metaplanet is only getting started.

Bigger. And bigger. And bigger. 🚀

[Enea₿⚡️ @EneaDenkt]

Careful out there. There are people who claim to be Metaplanet shareholders with a lot of shares, and yet they use all their daily energies to mock the company and try to influence shareholders to leave Metaplanet.

Follow the incentives, not what people say they are.

[Brian Brookshire @btc_overflow]

I think the backlash against Metaplanet has gone too far, and in some corners turned into a full blown witch hunt.

I really just want to see two things from them at the moment:

1) A tidier resolution to exec comp, incorporating feedback from the compensation consultant.

2) Progress on reigniting the flywheel (likely through $SUPA).

Would greater transparency around EVO be nice? Yes.

But, as Richard corroborates here, we also knew the mechanics of MSWs and that they were less efficient than an ATM facility, which Japan does not have. MSWs were the workaround and a widely emulated structure among BTCTCs. We also saw Metaplanet go through several iterations to try and tighten the spread.

Such a program is not feasible without a very close relationship with the partner fund.

The Japanese interest rate environment is still one of the best setups there is. A dual market approach with a US listed entity and not merely a cross listing is also attractive.

Make no mistake, they still have work to do. But I think a BTCTC space with a strong Metaplanet in it is better than one without it and remain hopeful they can execute.

[Jin @Ruby123_Gigi143]

@RichardByworth @thebtcpharaoh @future_hodlings agree

[Richard Byworth ∞/21M @RichardByworth]

I have commented on this previously. While I wasn’t a fan of the programme, I specifically highlight that I felt it became an integrity issue post summer of 25. For me, that was a logical point to roll it back to. I was pleased that it was addressed with that point as the roll back date at the bare minimum.

My hope now is that we can move past this and we shareholders benefit from the exceptional engineering and innovation witnessed from the team previously.

I am currently sitting on my largest position in Metaplanet ever.

[Ana-Maria Pruteanu ⚡️ @GlobalCloser]

I believe a Metaplanet press release announcing a roll-up of profitable Japanese businesses, with a clear funding plan and timetable, could be very well received.

The appeal is what those acquisitions add per share, after costs—giving existing shareholders another source of value and investors beyond Bitcoin a reason to take an interest.

Orange Juice has its following. Add the champagne, and there’s a wider audience for the mimosa, and thus the renewed bubbles. 🍊🥂

(Metaplanet’s Aug 18 and Sept 11 answer is indeed: diversify revenue, but largely within Bitcoin and financial services.

In my opinion, the answer could be: add at least one stream of recurring earnings whose economics are not primarily dependent on Bitcoin or Bitcoin-market activity.)

[Metaplanero @metaplanero]

After reading @thebtcpharaoh's post, I went deep into the filings to verify the claims for myself

Ground rules, FACT means the document says it. MATH means it is computed from figures in the documents. VIEW means it is my reading and can be argued with. Sources at the end, by section and page. Where an official English version of a filing exists, I quote that rather than translate

THE CALL

"On 16 March 2022, two men agreed by phone what 70% of a Tokyo-listed company was worth. One of them ran it"

FACT: true, and understated. The company's own English text: "Mr. Lerch subsequently spoke with Mr. Gerovich on March 16, 2022..." And Gerovich was not only running the target, the same filing names him as a director of the selling entity, RPHP. He sat on the board of the seller and headed the company being sold [3]

"They settled on ¥11 a share, because the first offer, ¥10.6 'was not a round number'"

FACT: the quote is real. Official English: Lerch "verbally expressed Mr. Lerch's understanding that the Tender Offer Price needed to be a whole number, to which both parties orally agreed that... JPY 10.6 would be rounded up to JPY 11." (The official text says "whole number"; "round number" is his own rendering) [3]

What the piece omits is where ¥10.6 came from

FACT: same document, one page earlier, the price "was based on the estimate of the total of JPY 400,000,000... that took into the account of the liquidation value analysis of the Target conducted by REVOLUTION when REVOLUTION underwrote the Bonds from RPHP on December 10, 2021, with respect to the value of 37,542,453 shares... that were collateral for the Bonds" [3]

FACT: those shares were "pledged with RPHP as the pledgor and REVOLUTION CO., LTD. (of which EVO FUND is the parent company and largest shareholder) as the pledgee." REVOLUTION held the pledge. EVO FUND was its parent and largest shareholder [3]

MATH: 37,542,453 ÷ 57,192,187 = 65.64% of the company. ¥400,000,000 ÷ 37,542,453 = ¥10.654

FACT: the price had already walked down from ¥40, proposed in July 2021 by the seller itself, on the reasoning that ¥40 was a round figure at roughly a 27% discount to the then market price. EVO indicated around ¥20 in August 2021 and marked it down as the company deteriorated. Nine days after the March call, the company entered a Tokyo Stock Exchange grace period for delisting on negative net worth, having already borrowed ¥291,120,000 from EVO FUND and ¥162,500,000 from its affiliate [3][8]

FACT: no minority holder was treated differently. The offer was open to every shareholder at the same price, no general tender was expected, and the listing was to be maintained. It was structured as a tender offer because acquiring more than a third off-market requires one [3]

VIEW: the parent and largest shareholder of the secured creditor acquiring that creditor's collateral, at a price derived from the creditor's own liquidation-value analysis, from an insolvent borrower whose chief executive was also a director of the selling entity, is a hard set of facts. It is a different set of facts from two men inventing a number on a call, and the difference is his to address, not to skip

"The stock closed at ¥56"

FACT: wrong date, and the placement does the work. ¥56 is the closing price on 18 August 2022, "the business day immediately preceding the announcement date of the Tender Offer", five months after the call it sits next to [3]

"The company checked neither figure, and said so in a filing"

FACT: the first half is in the document. The board decided "to prepare for the publication of the Tender Offer without appointing professionals including legal advisor" because "there was little need to obtain the valuation of the Target's Common Shares" [3]

FACT: the second half is in the same paragraph and he does not mention it, "based on the subsequent request from the Offeror that the Target should implement fair procedures... the Target asked for advice from Shiomizaka Sogo Law Office which is the legal advisor independent from the Target, RPHP and RPHL as well as the Offeror, EVO FUND and other Evolution Financial Group and, after formally appointing such law office by resolution of the Target's board of directors held on June 28, 2022... established a special committee on the same day" The committee had three members and the board resolved "not to make a decision to conduct the Tender Offer if the special committee determines that the Tender Offer is not appropriate" [3]

VIEW: he is not inventing his quotation. He is stopping halfway through the disclosure he is quoting from. The fair version says both, including that it happened three months after the price was fixed and, by the filing's own account, could no longer be negotiated

THE SECOND PARAGRAPH

"The seller was the parent of the CEO, Simon Gerovich"

FACT: "parent" can only mean parent company here. RPHP was the parent company of the listed company, and only one Gerovich appears anywhere in the filing. The accurate version is stronger than his: "Mr. Simon Gerovich ('Mr. Gerovich'), a director of the Target who also serves as a director for RPHP and RPHL". He sat on the board of the company being sold, of the seller, and of the seller's parent [3]

FACT: and the target's board acted on it. Gerovich and Reinecke "have not participated in any deliberations or resolutions on any agenda related to the Tender Offer so far, and have not participated in any discussions or negotiations with the Offeror on behalf of the Target, either". The three uninterested directors resolved unanimously [3]

"The company checked neither figure"

FACT: and the board never vouched for the price. At its meeting of 19 August 2022 it expressed an opinion in favour of the offer but "reserves its opinion on the appropriateness of the Tender Offer Price and SAR Purchase Price", leaving the decision whether to tender "to the discretion of shareholders" [3]

"Lerch has been on the other side of every capital event at Metaplanet"

FACT: he has not. The 18th and 19th series were paid stock options to directors, auditors, employees and outside advisers. The 25th and 26th went to an outside syndicate including Anson Investments, Athos Asia Event Driven, Brookdale Global Opportunity, Eagle Harbor Multi-Strategy and Inicio Master SPC. The August 2025 international offering, 385,000,000 shares at ¥553, ¥212.9 billion, ran through Morgan Stanley International and Cantor Fitzgerald [11][12][13]

VIEW: had he written every moving-strike warrant series, that would be accurate. "Every capital event" is a universal claim, and a universal claim fails on a single counter-example. Three are listed above

"the ¥292bn raised through twelve moving-strike warrant series, at strikes that averaged 5% below the day's close"

FACT: twelve is correct. The EVO-only moving-strike series are the 12th, 13th to 17th, 20th to 24th and 27th

FACT: the 5% is contradicted by the instruments. Each issuance notice states the reset formula. Series 13 to 17 and 23 to 24: revised to 100% of the closing price, no discount applied. Series 20 to 22: no discount, with a premium on the 21st and 22nd. Series 27: 100% of the closing price, no discount [5][6][7][18]

FACT: the 12th series is the one exception and a different mechanism, 97% of VWAP, an expressly disclosed 3% discount, initial exercise price ¥3,288, floor ¥1,500 [4]

MATH: eleven of the twelve reset at the close or above it. There is no 5% discount in any of the twelve contracts, and the single contractual discount that exists is 3%, on one series, disclosed on its face

"the shares he borrowed from Simon's personal vehicle to sell before he exercised, at a fee that vehicle has asked the regulator not to publish"

FACT: the borrow is real. MMXX Ventures lent EVO FUND 30,000,000 Metaplanet shares under an agreement dated 9 June 2025, running to 30 June 2027. [10]

VIEW: "to sell before he exercised" is an inference, not something any filing states. It is a reasonable one, but it should be labelled as one

FACT: the fee did disappear, and that is the better point. MMXX disclosed a lending rate of 10.0% when it lent 1,000,000 shares in October 2024, and disclosed no rate at all when it lent 30,000,000 in June 2025. Same field, same form [10][14]

FACT: but no confidential-treatment request or non-disclosure application appears in any of those filings. "Asked the regulator not to publish" is unsupported. The field is simply blank, which is not the same thing

"the US company, Superplanet, that he owned a third of, brought to Metaplanet, and hosted the negotiation for"

FACT: brought and hosted are both right. Lerch was introduced to Super League's CEO in July 2024, Evo led its October 2025 financing, and Lerch introduced that CEO to Gerovich by text on 30 November 2025. The April 2026 negotiation ran for two days at Evo's offices in Incline Village, with Evo's general counsel and senior managing director present, on a transaction outline Evo circulated beforehand [15]

FACT: "a third" is not the filed number. The Schedule 13D and the proxy both report 9.9% or 9.99%, capped by a standard blocker

MATH: about a third is reachable only on a share-equivalent basis he never names, (188,726 common + 646,441 pre-funded warrants) ÷ (1,997,573 + 646,441) = 31.6% [9][15]

"then walked out of and walked back into on the strength of an evening phone call with the CEO, holding 10 million warrants"

FACT: substantially right, and the sequence is in the proxy. On 10 June 2026 Evo told both parties it would not participate; counsel circulated a term sheet removing its warrants; the Super League board approved that term sheet by unanimous written consent; and that evening Gerovich and Lerch "discussed and agreed on the structure of Evo's participation" Counsel documented the ten million warrants the next day [15]

FACT: the filing says "discussed and agreed", not that they spoke by telephone. Use the filing's word

FACT: what he leaves out is the process around it. Super League's own counsel reviewed and negotiated the terms of Evo's warrants afterwards; the board had reviewed the commercial terms on 13 May, 29 May and 8 June; the final term sheet went to the company's financial adviser under a right of first refusal; the board approved unanimously; and the share issuance, up to 435,859,500 shares, for the purposes of Nasdaq Listing Rule 5635, goes to stockholders with both agreements attached in full as annexes. Evo's warrants run two years against ten for Metaplanet's [15][16]

FACT: the Evo agreement addresses the conflict on its face, at Section 3.33, "Evo is acting solely in the capacity of an arm's-length purchaser... Evo is not acting as a financial advisor or fiduciary of the Company... The Company further represents to Evo that the Company's decision to enter into this Agreement... has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives" [15]

VIEW: none of that dissolves the conflict inherent in Evo receiving warrants from a transaction it introduced and hosted. It does mean the parties addressed it in the document. Benefit is established. Purpose is not, and the difference is the whole argument

"holding 10 million warrants whose purchase price the contract records as '[Reserved]'"

FACT: the ten million is right, two tranches of 5,000,000 at $3.00 and $5.55 [15]

FACT: "[Reserved]" is standard drafting, not a redaction. Metaplanet's subscription agreement heads its Article II "SALE AND PURCHASE" and its Section 2.2 is "Subscription Period". Evo's agreement heads its Article II "ISSUANCE" and its Section 2.2 is the [Reserved]. The marker appears roughly twenty-five times across the two agreements, Sections 3.28, 3.45, 4.3, 4.4, 4.10, 5.1, 5.3, 6.1(e), 6.1(f), 6.3 and elsewhere, in each case where a provision in the parallel document does not apply [15]

VIEW: we know what occupied that slot in the parallel document and it was not a price. Nothing around Section 2.2 turns a reserved section into a suppressed price term

THE THIRD PARAGRAPH

"He holds fifty Metaplanet shares today. Every one of the 401 million he was issued has been sold."

FACT: the fifty shares are right, and confirmed in a US filing rather than inferred. As of 11 August 2026, Evo owned 50 common shares of Metaplanet and had borrowed 30,000,000 more from an entity associated with Mr Gerovich, together about 2.3% of shares outstanding [17]

VIEW: and selling is what a moving-strike warrant financier does. It exercises, the shares go to the market, the cash goes to the company, the company buys bitcoin. If Evo held the stock, the channel would finance nothing. "Every one has been sold" describes the instrument working as designed. Whether that design serves shareholders is a real argument, and a better one than the suggestion that selling is itself the offence

FACT: what the sentence stops short of is what the same passage says next. Evo holds rights over a further 304,730,000 shares, and "these rights remain subject to Metaplanet Parent's control. Metaplanet Parent may suspend the exercise of these warrants at any time (rights covering 210,000,000 of such shares are currently suspended) and cancel the rights at any time at their original issue price. Exercises are limited monthly to 10% of the total outstanding common shares" [17]

FACT: those controls are not theoretical. The 27th series cannot be exercised unless the issuer-notified mNAV is 1.01 or above: it recorded zero exercises in August 2026, with 947,300 of 1,000,000 units unexercised. Series 20 to 22 were bought back and cancelled before full exercise [6][7][18]

VIEW: I am not claiming that answers him. His sentence is about the 401 million already issued; the suspension and cancellation clauses govern the 304 million still outstanding. Two different questions. Both belong in a piece about the warrant channel, and only one is in his. Nor does the notice state that the August standstill was caused by the mNAV condition, so I do not assert it

THE VOTE

"at the time of the Feb 2023 shareholder vote on the Series 10 compensation structure, EVO held 70.2% of the voting rights on the record date"

FACT: Metaplanet's FY2022 annual report states, in its table of group companies as of 31 December 2022, that its parent company held 52.62% of the voting rights [1]

MATH: 570,136 total voting rights. EVO FUND's registered line of 30,000,030 shares carries 300,000 voting rights. 300,000 ÷ 570,136 = 52.62% [2]

FACT: 70.2% is only reachable by adding a BNP Paribas London Branch prime-brokerage clearance line of 10,025,453 shares to EVO's own. That line is a separate registered holder in the same table and is not part of the 52.62% the issuer attributes to its parent. Under the Companies Act, voting rights are exercised by the holder entered in the register [2]

VIEW: those shares may well be economically connected to EVO, and if he shows that working when the trilogy runs, it is worth showing. But economic connection and the right to cast a vote are different things, and the sentence as published asserts the second on the strength of the first

"The resolution required a two-thirds majority of the votes cast, at a meeting whose quorum the articles set at one-third"

FACT: the quorum is right. The majority is not. Note 1 to the results filing sets the requirement as attendance by holders of at least one third of voting rights, and approval by at least two thirds of the votes of the shareholders attending. Votes cast and votes of those attending are not the same test [2]

"If only one shareholder needed to vote 'yes', and that shareholder holds fifty shares in the company today, does that potentially say something?"

MATH: on the correct 52.62%, this still holds. In the counterfactual where EVO alone attended, its 300,000 voting rights satisfy the 190,046 quorum, and two thirds of the 300,000 present is 200,000, which its own holding covers. He does not need the 70.2% for this [1][2]

FACT: but the resolution in question gave EVO nothing. The 10th series was issued to the company's directors and employees; EVO is not among the recipients. Its interest lay in the separate resolution allotting the ninth series warrants, split in equal halves with MMXX Ventures [2][8]

FACT: and how EVO voted is not disclosed anywhere. The published results identify totals by resolution, not the votes of particular shareholders [2]

VIEW: framing the pool as something "the buyer" approved inverts who benefited from it. Management did. The legitimate criticism available here is that Japanese law imposes no majority-of-minority test on a third-party allotment, so a controlling shareholder may vote on a resolution in which it has an interest. That is an argument about the rule, and a good one. It is not evidence that anything was hidden

"And were you aware of that? Because I was not", "do you consider it to be material information to properly judge the issue we are debating?"

VIEW: fair questions. Here is what the registration statement put in front of shareholders before that vote, which bears on both

FACT: it states that the 46,000,000 shares under the 10th series are approximately 20% of the 227,692,187 shares outstanding including potential shares, and argues why that scale is appropriate. The issue price was ¥18 per warrant unit, each unit over 100 underlying shares

MATH: 460,000 units × ¥18 = ¥8,280,000 for the whole pool and that ¥18 equalled the value produced by an independent third party, Tokyo Financial Advisors, by Monte Carlo simulation on published inputs: ¥47 reference close, ¥10 exercise price, 77.30% volatility, ten-year term, 0.550% risk-free rate, 116.68% credit cost [8]

FACT: it also discloses that the 10th series alone was 80.43% of shares outstanding at 30 November 2022, and that the full package, 57,500,000 new shares, 67,000,000 from the 9th series, 46,000,000 from the 10th, 170,500,000 in total, came to 298.12%, which the document notes is approaching "the 300% that would contravene Listing Rule 601(1)(15)" [8]

FACT: and the 10th series did not have to go to a vote at all. Because it went entirely to directors and employees it was not a "third-party allotment" under the exchange's rules and was not subject to the Rule 432 procedure. The company submitted it to the meeting anyway, by analogy to Rule 432(2), because combined dilution was approaching that ceiling [8]

VIEW: that cuts both ways and both ways should be printed. An 80.43% grant and a 298.12% package, disclosed in the document before the vote, is not information withheld from shareholders. It is also a package sized to stop just short of a threshold that would have engaged a delisting rule. If the argument is that disclosure and awareness are not the same thing, that argument survives. The argument that shareholders were not told does not

WHAT I COULD NOT VERIFY

FACT: the ¥292 billion and the 401 million shares are not verified here, in either direction. I attempted a bottom-up reconstruction from the daily exercise tables in the monthly and large-exercise notices for series 12 to 27. It lands at ¥274.8 billion and 394,883,000 shares, the same order of magnitude, but it fails a control test: for series 13 to 17 the company states it raised ¥93.3 billion in 60 trading days, while the same reconstruction produces ¥103.2 billion, an over-count of about 10%. Until that is resolved the reconstruction cannot verify anything, and I am not going to present it as though it does. His figures may well be right. I have not established it [18]

WHAT THIS COMES TO

Several of the remaining claims depend on treating a boilerplate section heading as a redacted term, a separately registered shareholder as EVO's own voting block, or one contractual reset mechanism as representative of an entire warrant programme

That is not a charge of dishonesty. It is the observation that a set of real facts can be assembled into a conclusion the documents will not carry

[Metaplanero @metaplanero]

5/ I have just started digging into this and these are my immediate first impressions. I will continue researching the details deeper in the coming days

If anyone has already thoroughly analyzed this structure and has additional insights, I would love to see your breakdown, because at first glance, this framework does not look properly aligned with shareholders

[Jin @Ruby123_Gigi143]

@gerovich @swissBTCmaxi Thank you @gerovich for addressing these concerns so openly—I truly appreciate the Board’s decision to strengthen shareholder alignment and look forward to Metaplanet’s continued growth.

[Simon Gerovich @gerovich]

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

[matthew sigel, recovering CFA @matthew_sigel]

From the Bitcoin pivot through June 2026, common shares increased by roughly 1.13bn. 60%+ of those came after June 2025 after the stock peaked.

In fairness to management, as far as I can tell the Series 10 ratchet was disclosed in the March 2024 annual report just days before the Bitcoin pivot, and again in the March 2025 annual report. The April 2024 Bitcoin announcement did not highlight it, and the quarterly/half-year filings appear to have disclosed the outstanding rights but not the 20% ratchet mechanics. (Happy to be corrected here).

We should also concede the history: Simon was running a tiny distressed microcap when Series 10 was designed in...2022? A huge equity incentive in that situation is not that crazy.

So this was not hidden. An investor doing the work could have found it. The trickiness of dealing with Japanese disclosures, despite my fluency in Japanese, thankfully kept me from owning 3350 in any size after we exited that month.

Management also did a good job growing BTC per share. Had they simply tied comp to that, they still could have made $$$ for the accretion. They did their jobs.

Unfortunately, the windfall produced by the 20% ratchet has become grotesque relative to the company’s current market cap and the stock’s performance since the peak, and leaves management imperfectly aligned with shareholders from here.

Disclosure: I bought a little today. The stock is cheap, I'm more bullish on Bitcoin these days and more willing to take varying exposures. It's not so hard, though perhaps personally a bit expensive, to make things right going forward.

[Richard Byworth ∞/21M @RichardByworth]

Metaplanet: some thoughts. Sorry in advance for a long post.

I have spent the past few days watching the discussions and analysis around the Metaplanet situation and trying to form a balanced opinion.

The sequencing of events has been unfortunate. Though the company’s announcement on 18 August seems to be a very solid step in the right direction, it hasn’t been broadly recognised as such: there is a bad taste around this and values are being called into question.

Values are important to me, particularly fairness and integrity….and indeed, my honest first reaction to it was “why did it take a collection of angry investors to correct something that was so clearly not aligned with shareholder interests? Why did the company not proactively do this…?” The value created for management at today’s share price is in the region of $500mln: an enormous amount of money, but in seeking to be fair myself, that number is to some degree exacerbated by the success of the company in accreting a huge amount of bitcoin, not to be sniffed at: 40x on BTC Yield since the strategy began (including all extra issuances).

The more I thought it over, and asked myself what I would have done in a similar position, I realised that the ‘when’ it should have been actioned, is not entirely straightforward. It is an unclear line, a line that most often is defined more clearly by an event like this (ie shareholder outcry).

Simon and the team have added significant value to the company's shareholders and at least one person has pointed out that hedge funds charge a performance fee in the region of 20%... I have often thought of BTCTCs as a Hedge Fund sat on top of an ETF…. If every dilution is still accretive when including the Series 10, then, it is essentially just that; a performance fee. But on that argument, I remain unconvinced.

So, I do believe the team added value and deserve to be rewarded for turning a company on the verge of bankruptcy into the fastest growing Japanese stock in 2024, but the question is: When did this go too far? When was the reward for the value provided by management “unfair”? So unfair that it became an integrity issue?

And to answer that, I looked at the timeline:

In 2023, shareholders voted at a shareholder meeting to approve this structure, designed in order for leadership to maintain voting rights, with warrants to be issued for dilution protection struck at the share price at the time. Fair at the time. And again, to be balanced: the company was in a terrible situation, and the Series 10s were paid stock options that holders purchased with their own money, issued when the business was carrying a going-concern footnote in its accounts. Bankruptcy was a realistic outcome at that point.

Once the business changed to a BTCTC in 2024, the structure was maintained. It was not clear how much dilution would be happening in that first year and indeed it was initially a bumpy ride. Nobody had really formed a strong view about multiple to NAV, and accretive dilution was yet to be a term or indeed function that the market fully understood.

2025 saw the strategy explode with the support of massive institutional shareholders like Capital Group. Each raise inclusive of the warrants remained accretive. It’s worth perhaps noting here that while many of us had missed the anti-dilution feature embedded in the company, the institutional investors will definitely be aware of it.

Towards the end of the year, many more copycat strategies emerged from nations all across the world, a small group of us even attempted it here in Switzerland with @future_hodlings, but none had fallen into the specific tax advantaged edge that Metaplanet had found in Japan combined with the NISA accounts (similar to the UK ISA that had helped MSTR gain so much traction there in the early days). Then in September Metaplanet made their move towards the US with a disastrous raise that saw any mNAV premium annihilated (still accretive though even with the Series 10).

Today, after months of trying to break through the molasses of Japanese regulations to enter the pref market, Metaplanet have done what looks like a spectacular deal in the US to quickly start issuing prefs into the US market. (Note, the Japanese regulators are extremely conservative generally, more so when it comes to Bitcoin, and so when Metaplanet clears this, it will be quite a moat).

So where in this timeline would it have been fair to assess the dilution protection methodology that at such a low strike warrant was really just heavy compensation for Simon and team? Maybe it would have been Summer of 2025. Obviously, prior, the company had raised billions of dollars at 5x to 7x mNAV, capturing enormous accretive value for shareholders, but now things were beginning to look problematic, the stock began a brutal drawdown in line with the market, so perhaps it wasn’t the first thing on their mind… Perhaps.

Ok, so let’s say something should have been done about it in summer 2025. Since June 2025, shares issued were 700mln (including the Series 10, so around 140mln shs accrued to the company leadership). At today’s values that is an extra $220mln of value – nearly half of the $500mln total. That 140mln shs is probably the quantum that was ‘unfair’.

The shares accrued prior were generous but closer to something fair: bear in mind many shares were accrued at much lower levels. To state that we should retroactively look at the value today with stock in the hundreds of yen vs where they were bought when the stock was in the tens of yen (on the verge of bankruptcy), is not fair either.

The plan announced August 18, is that the adjustment mechanism that grew the Series 10 pool with every raise has now been removed, the pool is now fixed, holders are locked up for five years on any shares received on exercise, and 20% of the rights (62mln shs) are being transferred into a new long-term incentive plan for officers and employees. While it hasn’t officially been stated clearly, that would imply no new ESOP for 5 years. All shareholders fund at this point are Simon and the team's fairly modest salaries.

And here is a very important consideration, in the interest of being fair (while holding others to a standard of fairness): changes of this kind at a listed company are not made on a whim. The Superplanet transaction and the Series 10 amendment landing on the same day points to a planned sequence rather than a reaction, and work of this sort typically takes months with the board and the SAR holders: the five-year lock-up and the 20% transfer into a new incentive pool will both have required holder agreement. And now, the Series 10 position cannot be monetized until August 2031, eight years after the holders paid for the options in 2023. All this happened very quickly after the flagging by some shareholders.

On top of this, Simon’s statement the other day hinted that they are looking at further options to clean up this situation. I have spent a lot of time with Simon over the past few years and consider him a friend, and I believe (of course my personal opinion) that he is of good character and will likely do more to make things right.

So now, for a moment, lets look forward as shareholders. Alot of people are asking me ‘should I sell Metaplanet?’

These are the facts:
- The anti-dilution program for the management has been capped: the pool is fixed and no longer grows with new issuance
- mNAV is ~0.8x
- They are positioned to launch a US pref (the benefits to ASST of the same has seen the stock's mNAV rise to near 2x)
- They are still the only BTCTC employing put underwriting as a strategy
- 20% of the Series 10s have been announced to be shifted into a new incentive pool (likely no ESOP to dilute further for the next 5 years)

I'm still not comfortable with the extra 78mln shares (140mln, less the 62mln now allocated to future compensation). That said, selling now, with the slate being cleansed and an embedded option that further changes may reduce dilution further thus raising BTC per share, would be an emotional move rather than a considered one.

Napkin maths can help reconcile the remaining bad taste. Over eight years, the 20% incentive works out to roughly 2.5% per year (we had planned a 2% annual ESOP at Future), against BTC per share that compounded 40x in two years. With Superplanet issuing preferreds in the US as a consolidated subsidiary, and a Japan-listed preferred a plausible next step given the work the company has already described, Metaplanet has the potential for significant growth.

So, I won’t be selling. In fact, when I have cash coming in, this would likely be my number one buy in the BTCTC suite (NFA).

To wrap up perhaps my longest post ever, I would have preferred to see this addressed before shareholders forced the issue, but credit where it's due: the response has been fast, substantive and meaningful, implying that it was indeed being planned by management.

While these moments are often painful for all involved, when the dust settles on this, shareholders are most definitely in better shape and have a management team that is incentivized, and well positioned to win.

[Wintergreen Buffalo @wintrgrnbuffalo]

$MTPLF $MPJPY Great summary of the Metaplanet situation by @RichardByworth. One can look back and armchair quarterback when the mgmt incentive / anti dilution clause should have changed, but at least the recent changes have been made to cap the mgmt pool and institute the 5 year lock. Now as investors, should we look forward to the potential of Metaplanet or keep dwelling on the fact that most folks didn’t do their DD to translate the Japanese filings (but Richard calls out institutions for sure did!)?

Decide now. Are you in or out? If out, move on and buy ASST. If in, let’s help the Metaplanet community heal from this. I’m staying. 🧡🔥🚀

[Hermes Lux @HermesLux]

Future "Superplanet" ($SLE) is +15% this morning, and it's a good day to load up on some cheap Metaplanet / $MPJPY shares today.

[Metaplanero @metaplanero]

I'm sharing my thoughts on the 10th Series situation

I've tried to analyze the whole process as thoroughly as I can, within the limits of my knowledge and abilities. I hope it helps clarify the issue and shows that things aren't necessarily as bad as they're being portrayed

And, ultimately, why in my view, nobody robbed anybody

The 10th Series: They may have earned it, but the mechanism didn't make them

The debate has been stuck on the wrong question. Almost everyone is arguing about the amount. Was ~$500M too much for the team? I went through the filings and the math, and I came out somewhere different: the amount was plausibly deserved. What was indefensible wasn't the size of the reward; it was the mechanism that delivered it. Management reached a figure they might well have earned automatically, by issuing shares, instead of earning it through measurable value creation. That distinction is the whole story

A note on the numbers: throughout, I use Metaplanet's own "Effective Diluted" share basis, the one it uses for BTC Yield, which excludes warrants whose cash hasn't been paid in. It's the honest measure of the pool's real claim on today's treasury, and it's the one that cuts against the company (it makes the pool's claim larger, not smaller). All per-quarter figures come from the company's own BTC-per-diluted-share table in its Q1 2026 earnings materials, plus Q2 2026 disclosures. More on the share basis at the end

Part 1: The team genuinely deserved a large, growing stake

The starting point (2022): Metaplanet wasn't Metaplanet. It was Red Planet Japan, a hotel chain gutted by the pandemic, carrying a going-concern warning (the accountant's flag that the company might not survive)

That's when the 10th Series was created

These weren't free grants: the team bought the options with their own money (¥18 per unit plus a ¥10 strike), with a three-year waiting period before they could exercise. The expected outcome wasn't a multi-hundred-percent return; it was liquidation

They risked cash and three years of their careers reviving a corpse

A 20% stake for the management team taking on a turnaround like that is textbook, and it should have been allowed to grow as they succeeded. Here's why freezing it would have been wrong:

The lemonade example. You start a lemonade chain and own 20%. But the business plan is to keep bringing in new investors to open more stands: that's the strategy, not an accident. Every new investor shrinks your percentage. You execute perfectly, grow the stands ~8x, and your 20% has become ~2.5%. You did everything right and your stake nearly vanished

Nobody signs that on day one, and it creates a perverse incentive: stop opening stands to protect your slice, the opposite of what the company needs

That's the position of a founder in a Bitcoin Treasury Company: the strategy IS to issue shares relentlessly to buy BTC. So a growing, meaningful stake for the team is legitimate; they should not be written out of the value they're building

In other words: the team could well have deserved a stake worth several hundred million

That premise, I accept

The fight isn't over whether they deserved a lot. It's over how that stake was allowed to grow

Part 2: The mechanism was the sin: automatic, not earned

There are two ways a stake can grow. It can grow because you create value, meaning you earn more. Or it can grow automatically, mechanically, regardless of whether you created anything. The 10th Series used the second, and that is the entire problem. Three flaws, each pointing at the same thing:

Paid for issuing, not for performing. The pool grew every time shares were issued, regardless of who created the value. It's like paying a fund manager a bonus every time a new client's money walks in the door, whether or not he invests it well. He's paid for gathering assets, not for generating returns. That is the core defect: the reward tracked the size of the denominator, not the creation of value

The chef version. A chef owns 20% of a restaurant and grows by franchising. It's fair his stake grows as the chain grows, but it should grow because the new franchises make money, because he's creating value

The 10th Series grew his slice with every new location regardless of whether it was profitable. Growing with value creation: legitimate. Growing automatically with expansion: not

No fixed ceiling. It targeted 20% of the fully-diluted company and recalculated upward with every new issuance, with no absolute cap on the share count that anyone had agreed to up front. There was no fixed, absolute worst-case number a shareholder could point to

A compensation scheme with no defined worst case has the same defect the whole story is about: the outcome is set by mechanics, not by earning

Management controls the tap. And it's the chef himself who decides when to open new restaurants; he decides the very action that enlarges his slice. The ordinary shareholder gets no vote and gets diluted; management decides and doesn't. When the party being paid controls the lever that pays them, "automatic" becomes a conflict of interest

The clearest single case: the September 2025 international offering (IO)

What it was (official figures): 385M new shares at ¥553. Gross offer price ¥212.9bn (~$1.44bn); amount paid in ¥205.4bn; net proceeds ~¥204bn. Per the company, ¥183.7bn went to buy BTC (the treasury rose from 20,136 to 30,823 BTC, +53%) and ¥20.4bn to the options-income business

It was upsized from 180M to 385M on strong demand. The 9.93% discount (¥553 vs the ¥614 close) is a normal mechanism for placing a very large block quickly with institutions, not a giveaway, and the price was still above the implied BTC-per-share value, so the raise was accretive

Here is the mechanism laid bare. The offering issued shares to investors, and the ratchet automatically minted 96.25M additional shares for the pool: zero additional BTC, zero additional value created

That is a pure dilution of 96.25M / 1,434.4M ≈ 6.7% of BTC-per-share: every existing shareholder's Bitcoin-per-share ended ~6.7% lower than it would have been without the ratchet, whatever the treasury balance

This number needs no assumptions; it's exact

And there's a second way to see the same wound, one we'll use again later: measure how many times its own BTC-NAV the machine captured per new share it issued that quarter. Without the ratchet shares, the answer is about 2.1x. With them, 1.78x. The ratchet took one of the least efficient issuance quarters of the whole bitcoin era and made it materially worse, while paying management for it. That's "paid for issuing, not performing" in one number

Part 3: What "earning it" would have looked like

If the team could have deserved a lot, the right structure is one that makes them earn a lot, with a defined ceiling. There's no need to invent this; it's how the financial industry aligns managers with investors: a fixed component for taking the risk, plus a performance component tied to value created, with mechanisms that stop managers being paid merely for gathering capital (hedge funds: incentive fee with a high-water mark; private equity: carry above a hurdle)

Applied here, a defensible design has three layers:

Layer 1: Turnaround award (fixed, hard-capped)

A fixed grant for the 2022 risk, capped in absolute shares: say 3x the original pool (138M), reached regardless of how much capital the company later raises. This pays for the bet they took when the company might have died

Layer 2: Performance pool (earned, not automatic)

Paid on growth in BTC-per-share above a hurdle, with a high-water mark and, crucially, a benchmark on the mNAV premium. Not on BTC's price: BTC-per-share is a quantity metric, independent of price

What you strip out is the "easy" accretion a high premium hands you, the part of the yield that any issuer would have harvested mechanically just by selling stock above NAV. That isolates skill from a favorable environment

Layer 3: An absolute lifetime cap

A hard ceiling on the total pool, with no automatic increase merely because shares are issued. This is the single most important fix, because the ratchet's fundamental defect was precisely that shareholders had no fixed upper bound

And this is exactly what the amendment did: it fixed the pool at 319,464,000 shares and killed the auto-increase. The company's remedy converges on the key protection a proper design needs. Plus long deferral (e.g., half locked three years, half five)

Part 4: Pricing the earned designs, from strictest to most generous

Now the numbers, all on the Effective Diluted basis. Their job is to locate the ratchet's outcome on the map of what legitimate designs would have paid

A pool's claim on the treasury = (pool shares ÷ total shares) × 43,000 BTC (the balance at 30 June 2026). Non-pool shares: 1,311.5M

First, the value actually created. The base is Metaplanet's own metric, "BTC Gain": the extra BTC the strategy generated for shareholders after stripping out dilution. Summing every quarter from the pivot through 30 June 2026, using the company's own table

- 2024's two quarters at +41.7% and +309.8% on tiny beginning balances

- 2025's four at +95.6%, +129.4%, +33.0%, +11.9%

- In the first half of 2026, +2.84% and +6.6%

About 19,900 BTC of value created, net of dilution (19,940 summing the table without rounding)

Second, the tool Layer 2 demands

Every quarter's BTC Yield decomposes exactly (it's an identity, not a model) into (dilution taken) × (accretion multiple − 1), where the accretion multiple is the BTC added per new diluted share divided by the BTC-NAV per share already there

It answers: how many times its own NAV did the machine capture for each share of dilution it imposed?

Computed straight from the company's table, the bitcoin era splits cleanly in two. The quarters that made this company:

- Q4 2024, +309.8% yield on just 7.2% dilution, a 44x multiple driven by debt, income and small amounts of very expensive stock
- Q1 and Q2 2025 at 7.5x and 5.2x; Q4 2025 at 7.9x
- Q2 2026 at 17.7x, almost no dilution at all

And the quarters that merely got bigger:

- Q3 2024 at 1.84x
- The IO quarter at 1.78x
- Q1 2026 at just 1.28x, where nearly every satoshi of the yield was mechanical

The benchmark then asks one question per quarter:

How much yield would a no-skill issuer have handed shareholders by placing the same shares at a normal premium, call it 2x NAV? Only the gain above that line is earned. Under that test, three quarters of the bitcoin era earn zero performance credit: Q3 2024, Q1 2026, and the IO quarter itself, ratchet and all

The creditable base falls from ~19,900 to ~12,260 BTC. (Move the line and the base moves with it: above a soft 1.5x line, ~14,970 BTC survives; above a strict 3x line, ~10,050)

Now the ladder. Each case is a design someone could actually have signed in 2024, and each is priced with the same two formulas

A share-based award converts to BTC as: pool shares ÷ (1,311.5M non-pool shares + pool shares) × 43,000 BTC. A performance carry is paid directly in BTC: carry rate × creditable BTC Gain. Dollars at ~$80k/BTC

Case 0: the freeze

The team keeps its original 46M shares, period. 46M ÷ 1,357.5M = 3.39% of the treasury; × 43,000 = ~1,457 BTC, ~$117M

This is the floor and, as the lemonade example showed, the deal nobody signs. It's in the ladder only because the popular "$557M extracted" number is measured against it

Case 1: turnaround grant only

The fixed 3x award (138M shares) with no performance component at all. 138M ÷ 1,449.5M = 9.52%; × 43,000 = ~4,094 BTC, ~$328M

This is what "we pay you for 2022 and nothing else" looks like. Every case below starts from this same 4,094 and adds a performance carry on top

Case 2: the strict earned design

Turnaround grant plus a 20% carry on gains above the 3x benchmark, crediting only quarters where the machine beat even a very favorable environment

4,094 + (20% × 10,050) = 4,094 + 2,010 = ~6,100 BTC, ~$488M

Case 3: the central earned design

Turnaround grant plus a 20% to 25% carry above the 2x benchmark. Why 2x? It sits above the ~1.5x the IO itself cleared at (the purest evidence of what merely selling stock captures at scale), around the top of Strategy's era-average premium, and far below the 5x to 44x quarters that made this company. It still credits 62% of everything the machine ever produced as earned

4,094 + (20% to 25% × 12,260) = 4,094 + 2,450 to 3,065 = ~6,550 to ~7,160 BTC, ~$524M to $573M.

Case 4: the light-touch earned design

Turnaround grant plus a 25% to 30% carry above the soft 1.5x benchmark

4,094 + (25% to 30% × 14,970) = 4,094 + 3,740 to 4,490 = ~7,840 to ~8,590 BTC, ~$627M to $687M

Case 5: the most generous conventional design

Turnaround grant plus a flat 20% private-equity carry on every BTC of gain, no benchmark at all, paying full price even for the mechanical part

4,094 + (20% × 19,940) = 4,094 + 3,990 = ~8,080 BTC, ~$646M. (At a flat 25% carry: 4,094 + 4,980 = ~9,080 BTC, more than the ratchet ever took)

Case R: what the ratchet delivered. The amended pool is 319.464M shares

319.464M ÷ 1,630.96M = 19.59% of the treasury; x 43,000 = ~8,420 BTC, ~$674M

Read the ladder and the ratchet's position is precise: above every benchmarked design, essentially on top of the most generous unbenchmarked one, and below only the aggressive flat-25% calibration. The amount sits inside the range a legitimate structure could have paid, at the very top of it

Part 5: Why the "hundreds of millions extracted" framing misses the target

That framing comes from comparing the ratchet to the freeze: 8,420 − 1,457 = ~6,963 BTC ≈ ~$557M. But the freeze is the deal nobody would ever sign (Part 1), so that comparison inflates the "damage" and aims at the wrong target

The honest comparison is against what the team could have earned anyway, and now we can state it with calibration, not with a single flattering number

- Against the most generous conventional design (Case 5), the ratchet overshoots by ~340 BTC, about $27M, or 4%

- Against the central earned design (Case 3), the overshoot is ~$100M to $150M, roughly 20% to 30%

- Against the strict version (Case 2), ~$185M

Notice the direction: the more strictly you define "earned," the worse "automatic" looks. That is not the thesis failing; that is the thesis doing its work. A mechanism that pays for issuance will, by construction, look worst against the yardstick that pays only for skill

But even the strictest conventional calibration puts the excess at ~$185M, and the central one at ~$100M to $150M, not ~$557M

The scandal-sized number only exists relative to a freeze nobody would sign. The real indictment was never the distance between what they took and what they could have earned. It's that nothing in the mechanism made them earn it

Part 6: Why the narrow basis (and what the other one would do)

Every figure above divides by Metaplanet's Effective Diluted count (non-pool 1,311.5M), which excludes ~380M warrants whose cash hasn't been paid in

That's the honest measure of the pool's claim on today's treasury: those warrants haven't bought a single satoshi, so counting them in the denominator would spread today's 43,000 BTC across phantom shares and understate the pool's real claim. It's also the harsher choice: it makes the pool's claim larger (8,420, versus ~6,830 if you counted the warrants)

I use it precisely because it's the number that cuts against the company, not the one that flatters it. On the wider basis every figure here shrinks proportionally, including every overshoot

Conclusion

The team genuinely deserved a large, growing stake. The turnaround risk was real, they paid for the options, and freezing their percentage would have been unfair and counterproductive. They may well have deserved compensation worth several hundred million dollars

The indefensible part was never the amount; it was the mechanism. It paid them for issuing shares rather than for creating value; it had no fixed ceiling; and the people it paid controlled the lever that paid them. The quarter-by-quarter record makes it concrete: the machine's great quarters created BTC at 5x, 8x, even 44x its own NAV per share of dilution (genuine, extraordinary execution), and the mechanism paid exactly the same way in the quarters that ran at 1.3x, where the yield was mechanical. It even paid for the ratchet's own dilution in the IO quarter, one of the least efficient of the era

And here is the tell that matters most, stated honestly in both directions. The mechanism was uncapped: an unbounded, unchecked claim, and nothing stopped them from pushing it far past fair. With that licence in hand, they could have ended up anywhere

Where did they actually end up?
Go back to the ladder

The ratchet paid ~$674M. That is more than Case 3, the design I'd defend (~$524M to $573M); they took roughly $100M to $150M above it. But it is only ~$27M above Case 5, the most generous structure the industry would recognize (~$646M), and below the flat-25% calibration (~$726M)

In plain terms: the ratchet landed at the top of the fair range, not outside it. They never used the licence to reach multiples of fair; they also didn't land in the middle of fair. Pushed to the edge of defensible, never beyond it; that is the record. The real danger was always what the mechanism could have done, not what it did

And the fix is exactly the lesson. The company removed the ratchet, fixed the pool at an absolute number with no auto-increase, locked the shares for five years, and is moving ~20% into a KPI-based plan

That absolute cap and the shift to earned, performance-linked comp is precisely the design the ratchet lacked

The open question, the one that decides whether this is remembered as a governance stumble that got fixed or as a pattern, is whether the KPI plan comes with the rest of Layer 2: a hurdle, a high-water mark, and a benchmark that refuses to pay for the easy part

Why I'm still bullish, still a shareholder, and still trust this team

After 4,000 words of prosecution, this may sound strange. It shouldn't. Everything above was an argument about a mechanism, and the mechanism is dead. Score what replaced it against the fair designs we just built, and the honest conclusion is that the remedy lands inside the system this post says they should have had all along. Let me walk through it, because each fix maps onto one of the layers from Part 3

The absolute cap is Layer 3, adopted in full. The pool is now 319,464,000 shares: a fixed, absolute number, with the auto-increase abolished. Yes, it was frozen at the top of the fair range, not the middle; nothing was handed back, and I won't pretend otherwise. But recall what the original sin was: shareholders had no worst-case number. Now they have one, forever. The single most important defect in the whole story is the one that got fixed first

More interesting is what the cap does to the future, because it inverts the machine. A fixed share count in a company whose strategy is relentless issuance means the pool now dilutes with every raise. It's the lemonade problem from Part 1, now applied to management itself, after locking in ~19.6%. Under the ratchet, their slice grew automatically; under the amendment, it shrinks automatically

And the shrinking has already begun: just the ~380M warrants outstanding today, once exercised, take the pool from 19.6% to ~15.9% before a single new share is even authorized. If the diluted count doubles from here, their claim falls toward ~10%

Note that this is actually harsher than the earned designs in the ladder: Cases 2 through 5 would have kept paying the team new carry on new value created. The frozen pool earns nothing ever again. From here on, the only way management makes more is the KPI plan; that is, by earning it

The five-year lockup is stricter than what I proposed

My Layer 3 suggested half locked three years, half five; they locked everything for five. Two consequences

The behavioral one: the alignment problem this post documented (a mechanism that rewarded issuance in the very quarters where issuance was mechanical) is replaced by five years of eating exactly the same BTC-per-share as every other shareholder, with no ability to monetize a premium spike

And the economic one, which almost nobody is pricing: locked shares are not worth liquid-share value. Any comp consultant valuing this grant would apply a discount for illiquidity; for a five-year restriction on a stock this volatile, standard discounts run 20% to 30% or more. Apply just 20% to 25% to the ratchet's ~$674M and the package's effective value is ~$505M to $540M

Look back at the ladder: Case 3, the design I said I'd defend, pays $524M to $573M. In economic substance, the lockup did the work the clawback didn't: it converted a top-of-range nominal award into a center-of-range effective one. They took the ceiling, then locked themselves out of it for five years

The 1.01x mNAV floor closes the perversity loophole. Under the old mechanism, issuing below NAV, destroying BTC-per-share, would still have grown the pool. That is no longer possible twice over: the pool can't grow, and the current issuance programs suspend below 1.01x mNAV. I'll be precise about what this is and isn't: 1.01x is a do-no-harm floor written into the instruments, not the 2x earn-it benchmark, and it lives in the securities rather than the articles. A 1.3x quarter is still possible and still wouldn't impress anyone. But the worst case, being paid to dilute you at a discount, is structurally gone

Then there's the evidence of behavior, which for me weighs as much as the structure. The ratchet was an unbounded licence, and the record shows it was never pushed past the edge of the defensible range; the overshoot against the most generous conventional design was ~4%. And when the pressure came, this team's response was not to defend the mechanism. It was to kill it: cap the pool, lock the shares, floor the issuance, move future comp toward KPIs. Compare that to the standard corporate playbook, a comms offensive defending the plan, and the difference is the tell. People who intended to abuse an unbounded claim do not voluntarily convert it into a fixed, frozen, five-year-locked one

And beneath all of it sits the machine itself, which this whole controversy never touched. The quarter-by-quarter record in Part 4 is the bull case: a team that created ~19,900 BTC of value net of dilution in eight quarters, that in its best stretches captured 5x, 8x, even 44x NAV per share of dilution, that built the premium everyone else merely harvested. My criticism was that the compensation didn't distinguish their brilliant quarters from their mechanical ones; it was never that the brilliant quarters weren't real. The governance failed; the execution didn't. You sell a stock when the execution fails

So my position is trust, but verified and priced. The remedy converges, piece by piece, on the fair system this post defined: the cap is Layer 3, the lockup exceeds my deferral, the floor kills the perverse case, and the effective value after illiquidity sits in the range I called defensible

What remains open is Layer 2: whether the KPI plan arrives with a hurdle, a high-water mark, and a benchmark that refuses to pay for the easy part. That's my line in the sand, stated in advance. If it arrives intact, this episode goes down as the moment Metaplanet's governance caught up with its execution, and I'll still be here. If another uncapped, automatic claim ever appears, you'll read a very different post

Until then: still bullish and still a shareholder

[Jin @Ruby123_Gigi143]

@gerovich Most of the shares are on Chase and Fidelity