Hitamanes

I am the righteousness of God in Christ

[Metaplanero @metaplanero]

1/ Metaplanet announced a Net Interest Income (NII) Strategy on 5 October

Short version: raise capital cheaply, buy assets that yield more, keep the spread

What it is, how it runs, what it is for, what it issues, and what has to be in place first 👇

[Simon Gerovich @gerovich]

本日は、ビットコインを基盤とするグローバルな金融プラットフォームとしてメタプラネットを築いていく取り組みについて、重要なお知らせを2点お伝えいたします。

当社の戦略は、当初より単にビットコインを蓄積することにとどまるものではありませんでした。目指してきたのは、アジアをリードするビットコイン金融会社を築き、将来的には世界有数のビットコイン金融機関となることです。

この1年間、当社はこの戦略を規律とスピードをもって実行してまいりました。具体的には、ビットコイン保有量の拡大、事業基盤の拡充、資金調達手段の多様化、そしてビットコインを基盤とする拡張性の高いクレジット・プラットフォームの構築を進めてまいりました。

現在進行中のSuperplanetに関する取引、メタプラネット証券の立ち上げ、販売チャネルの拡充、そしてビットコイン保有量の継続的な拡大は、いずれも一貫した長期戦略を構成する重要な要素です。

今回の取り組みは、以下の2点です。

第一に、第3四半期において、ビットコインの売却および再取得を実施いたしました。これにより、当社が保有するビットコインの流動性を実証するとともに、ビットコイン保有量を純額で増加させました。

第二に、継続的な収益源の創出と実効的な資本コストの低減を目的とした「ネット・インタレスト・インカム戦略」を開始いたします。本戦略は、当社の次なる成長段階を支える重要な取り組みです。

格付機関やクレジット投資家がビットコイン企業に投げかける重要な問いの一つは、「そのビットコインを、債務の履行のために現金化できるのか。そして、実際に現金化する意思があるのか」という点です。当社は、今回の取引を通じて、この問いに実行をもって答えました。社債、借入金その他の有利子負債の元本残高合計を上回る金額のビットコインを現金化し、その売却代金を現金として保有したうえで、売却数量を上回るビットコインを再取得しました。

その結果、ビットコイン保有量は純額で1,000 BTC増加しました。

9月30日時点で、当社のビットコイン保有量は44,000 BTCとなり、上場ビットコイン・トレジャリー企業として世界第2位の規模となりました。当社は、ビットコイン・インカム事業において8四半期連続で収益を計上しているほか、買収や新規事業を通じて戦略的な事業基盤を拡大してまいりました。そして今回、必要に応じて保有ビットコインを実際に現金化できることを実証いたしました。これは、日本国内および海外において当社の潜在力を最大限に発揮していくうえで、重要な一歩となります。

当社は引き続き、世界水準のビットコイン金融機関の構築という目標に向けて邁進してまいります。今後も企業価値の向上に資する施策を着実に進め、その進捗を適時お知らせしてまいります。

詳細につきましては、本日開示いたしました4件の適時開示資料をご参照ください。

[Cris Reed 🎙️Bitcoin Mindset Podcast @CrisReed]

“We printed $6 trillion in 2020.

The average annual US salary is $60,000.

That’s 100 million years stolen.”

⁃Robert Breedlove

🤯

[Metaplanero @metaplanero]

1/ METAPLANET'S INDEPENDENT DIRECTORS WROTE TO SHAREHOLDERS

On September 29, Metaplanet's independent directors published a letter and Fact Sheet defending the Series 10 warrants

I checked every factual claim against the original 2023 filings and the official EDINET vote report

The letter holds up. Including on the point critics were most confident about

Here it is, claim by claim 👇

https://t.co/VSoYPSHHx8

[NADA NEWS（旧CoinDesk JAPAN）- デジタルアセット報道メディア @nadanews_com]

【独自】なぜメタプラネットを選んだのか──子会社証券会社が語る買収までの2カ月 https://t.co/q6fdoF1qW9

[LuxWire @LuxWire]

Metaplanet Series 10 warrants let the founding team buy shares for ¥10 each, versus a stock price around ¥280 now. The original terms topped up the number of shares under the warrants every time Metaplanet sold new shares, to keep the team's stake at 20%.

The fix, with the holders' consent and for no payment: top-ups now only count for shares issued up to Sep 1, 2025, shares under the warrants are cut about 41%, and lock-up and exercise limits run to 2031.

My take: the fix is real. The next thing to watch is the new performance-based pay plan they say is coming.

[Simon Gerovich @gerovich]

独立社外取締役より、第10回新株予約権に関する株主の皆様へのメッセージを公表しました。あわせて、本新株予約権の経緯、内容、ならびに取締役会が実施した変更をまとめたファクトシートも掲載しています。
メッセージにあるとおり、メタプラネットが創業者主導で築かれてきた経緯は、最近の多くの議論において十分に認識されてこなかった重要な背景です。
https://t.co/XAVzsmkyyi

なお、VanEckは、第10回新株予約権に関する先般のレポートの該当部分について、自社のリサーチ基準を満たしていなかったとして、その後削除しています。

新株予約権の条件変更が完了した今、当社の焦点は次の成長段階にあります。ビットコインを基盤として、革新的な金融サービスをグローバルに展開する企業へと、メタプラネットを進化させていきます。
日頃より皆様からいただいているご支援に感謝申し上げます。
今後も、コミュニケーション、透明性、そして誠実性を重視する姿勢に変わりはありません。
今後ともよろしくお願い申し上げます。

[Richard Byworth ∞/21M @RichardByworth]

@UncleDividends Company b - if they can yield that without accretive dilution of equity - they are gonna crush it when pricing adjusts

[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.

[Richard Byworth ∞/21M @RichardByworth]

Metaplanet update:

The board roll back 41% of the shares included in the series 10.

When I wrote my note earlier this week, I had pointed to the moment prior to the international offering as being the moment where this should have been addressed. And that is now what has happened. I am very happy to see @gerovich and the team step up and do what is right.

It takes humility and courage to admit you were wrong and to do something about it.

Looking forward to what comes next 💪🏼 Go on team @Metaplanet 🚀

[LuxWire @LuxWire]

Metaplanet — most probable outcomes from here:

→ Near term, Metaplanet is likely to underperform MSTR and ASST on the back of the recent FUD. That is how the discount gets deeper than it already is. Be grateful, and be ready.

→ A lot of last year’s lag, aside from the price of Bitcoin, was the 10th Series overhang. That machine is now off, and it will stay off.

→ Superplanet is aimed at Q4. Preferreds should follow shortly after. Two operating companies, multiple listings, 13 time zones apart — a near-24-hour bid to turn capital into Bitcoin five days a week. No other company has that competitive advantage.

→ The pace of accumulation will step up meaningfully, possibly faster than anything we have seen from any company so far.

→ Most of the people still offended by the 10th Series drama will miss the next significant move up. They will try to pull others down with them, so expect more FUD. Some will buy back later when Metaplanet is over $3, $5, $10, $20. Others may never come back. That is fine.

→ Today’s FUD is today’s bid. Smart money will keep adding while the discount is steep.

→ Time is the great healer, and Bitcoin is inevitable. The best strategy to acquire Bitcoin will be obvious in hindsight.

→ Negativity gets the attention. Results matter more. The future for Metaplanet is extremely optimistic.

[Simon Gerovich @gerovich]

I wanted to take a moment to post about communications and transparency.

Over the past week, my colleagues and I have spent a lot of time reading the questions, feedback, and criticism that you have shared.  Thank you for your passion, and for your belief in Metaplanet.

One thing that has become clear is that we have not done a good enough job of explaining how our structure and decisions are designed to create long-term value for all shareholders. We can do better, and we will. 

It has also become clear that while opinions differ, we all want the same thing: for company leadership and shareholder interests to be aligned in creating as much long-term value as possible, and for Metaplanet to operate with the highest standards of transparency and governance. 

Through this lens, we announced several significant changes to the 10th Series stock acquisition rights on August 18, including eliminating the adjustment provision, fixing the share count, and implementing additional alignment measures. We are continuing to review our governance and compensation policies and will share any updates when that work is complete.

Separately, I’d like to clarify details regarding the structure of MMXX Ventures. The basic facts are these: MMXX is a shareholder in Metaplanet, and I am a significant but non-majority shareholder of its parent company. I am neither a director nor officer of MMXX, and have no role in its investment or trading decisions. What I can speak to, and will, are the decisions made at Metaplanet.

Bottom line: going forward, you should expect to hear more from us around the decisions we make and how they shape the future of the company. 

Thank you to everyone who has taken the time to engage.

[Simon Gerovich @gerovich]

メタプラネットは、2026年第1四半期を通じて5,075 BTCを約636.45億円で取得（1BTCあたり約12,540,793円）しました。2026年の年初来BTCイールドは2.8%を達成しました。2026年3月31日現在、当社の保有量は40,177 BTCで、約6,233.70億円（1BTCあたり約15,515,598円）で取得しています。

[Simon Gerovich @gerovich]

Dips are transfers from impatient to patient hands. We hold because Bitcoin is sound money in a broken system. Onward.

[New Creation Church @nccsg]

So we may boldly say: “The Lord is my helper; I will not fear. What can man do to me?” (Hebrews 13:6)

[Dylan LeClair @DylanLeClair]

@pierre_crypt0 @DHSgov We’ve gone from a $14m hotel with no future to a $3b company that’s the 4th largest public BTC holder in the world in 20 months.

Our stock is +2,000% since adopting BTC and our market cap is +20,000%+.

Bitcoin is going higher. We are undeterred.

[New Creation Church @nccsg]

Therefore, if anyone is in Christ, he is a new creation; old things have passed away; behold, all things have become new. (2 Corinthians 5:17)

[Hitamanes @greencandle0138]

@tzafrul_aziz All roads lead to BTC 🧡