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.