This is incredible. The Metaplanet 10th series has caught the attention of institutional investors. Their recommendation is to cancel the 273 million shares the anti-dilution clause created, in full. VanEck is a global investment management firm with $237 billion in AUM.

Simon and Dylan stopped following me. I don’t understand cause I thanked Metaplanet for handing back almost half the loot. At the end of the day it only matters what Jesus thinks of my faulty sinful human nature ❤️✝️🙏🏻

Simon Gerovich, Dylan LeClair, David Bailey and Eric Trump all got paid in Metaplanet stock to sell you Metaplanet stock. The company minted 273M executive shares while 250k shareholders lost 90%.

I'm seeing a lot of speculation and getting DMs as to whether @DylanLeClair is included in the 10th Series. I've heard second hand that he is, but have not been able to verify. So I am hereby asking him to confirm or deny so we can clarify the issue for all shareholders. Thank you. #Metaplanet $MPJPY $MTPLF $DN3

I wrote an article about what really happened at Metaplanet, in plain English, and why so many of the influencers are quiet about it.

RT @orangeyield: It seems many Metaplanet investors still believe the core issue is simply that Simon Gerovich received excessive compensat…

Most importantly as a shareholder, I very much appreciate his efforts and engagement with the company, which led to amendments on the anti-dilution clause of SO #10. He and the others who spoke up, should deserve a great deal of credit for this.

The metaplanet situation is best understood as a hedge fund that had very fine print saying the AUM fee is 20%. Not the performance fee, but the management fee. And when asked about the fine print by @ZynxBTC and @RoaringRagnar the management which spends plenty of time online recruiting new investors, was damningly silent. Hedge funds are widely criticized for charging a 2% management fee, even when they end up making money for investors. @gerovich charged investors 10x that, 20%, for a trip that ended up losing them money. @DylanLeClair was instrumental in getting new investors for this operation. And I suspect he made at least a few million for his efforts to recruit new investors. Again, the more new investors the more money management made - regardless of the -80% returns that many investors ended up with. @natbrunell @PunterJeff @hillery_dan @LawrenceLepard @JoshMandell6 @RoaringRagnar @ZynxBTC

Sir, I’m the CEO of a public company. Me doing it this way would not be in the best interest of shareholders. Just consider it a little bit of gas money donated on our trip to the moon. Appreciate you looking out though!

@ZynxBTC are we not concerned that we still haven’t had any answers regarding the above? I really want to buy more shares at this level but this sort of thing is holding me back…..

You've laid this out in four claims. Let me take them one at a time, because I've read the exact same filings, and the documents are right; it's the causal story wrapped around them that isn't "Simon Gerovich has structured Metaplanet to transfer value from shareholders to himself during certain market conditions" The "structure" you're describing is the 10th-series management options. Every element of it was paid for (a ¥18/right premium), costs ¥10/share to exercise, was disclosed on 28 December 2022, APPROVED BY a shareholder special resolution on 7 February 2023, vests only from February 2026, and is self-capped. Gerovich formally limited his own exercise to 25% of shares outstanding. "Structured to transfer value to himself" implies something covert and unilateral. This was voted in, in the open, by the shareholders You can argue it's too generous. You can't call a shareholder-approved, premium-paid, capped option pool a hidden structure "On March 16th, 2026 Simon Gerovich and management granted EVO Fund 100,000,000 Stock Acquisition Rights to be exercised at 1.01 mNAV and above" The grantee is EVO Fund, an arm's-length financing counterparty, the same one behind the 12th and 20th–22nd series. This is a capital-raising instrument: EVO exercises, the company receives cash, the cash buys Bitcoin It is not a grant to "Simon and management". And the "1.01 mNAV and above" condition, plus the exercise-suspension clause, are shareholder protections, they stop EVO from exercising unless the stock is above its Bitcoin NAV "At 1.01 mNAV, because of an anti-dilution clause from December 28, 2022, Simon and management receive a 20% yield while shareholders are diluted by 20%" This is where the story breaks, so read it carefully. The 10th-series ratchet adjusts to any change in the fully-diluted count, from any source. Every equity raise, every ATM, every one of the 20-plus warrant series triggers it. It is not caused by the EVO grant, aimed at the EVO grant, or dependent on it If the plan were "feed my 20%", you wouldn't need EVO at all any issuance does it automatically. So "Simon issues to EVO to swell his own stake" mistakes a universal, automatic adjustment for a targeted scheme. Three more corrections: - It's not a "yield" The clause maintains management at 20% of fully-diluted; it doesn't pay 20%. To capture the top-up, management must write a cheque at ¥10/share. The real transfer is (NAV per share − ¥10) on the incremental shares, not a free 20% - "Diluted by 20%" measures your ownership percentage, not your economics. Issuing above mNAV is accretive: it raises more cash per share than the BTC-per-share it dilutes, so Bitcoin-per-share rises for existing holders. That's the entire model and management's actual KPI, "BTC Yield" - Routing through EVO doesn't enrich Simon extra, it dilutes his direct shares too. The ratchet only holds his percentage at 20%; it never grows it beyond that "This is not FUD and is not a subjective interpretation of intent. It is easily verified in the links I've provided below" The facts are verifiable, and I'm not disputing a single document, I've read them too. What the links don't contain is the intent. They show a disclosed, shareholder-approved, capped, premium-paid option pool, and an accretion-gated financing to EVO... "He structured it to transfer value to himself" is the one thing that isn't in any of those PDFs, it's the interpretation laid on top of them At this point... Let me explain what dilution is, regarding BTC treasuries I think something is misleading Let's define dilution properly. In a treasury company it isn't your percentage of the share count, it's your Bitcoin per share: the real BTC backing each share The precise version of that metric is CEBE (Common Equity BTC Equivalent): total BTC held minus the senior claims (bonds + preferreds, converted to BTC) CEBE is the Bitcoin that actually belongs to the common stock after everyone senior gets paid. CEBE per share = the real BTC you'd receive if the company liquidated the stack and distributed it to common holders That, not your ownership percentage, is what you own Two things follow, and together they dismantle the "dilution" claim: 1. It's measured fully diluted. Every warrant and option, including the ¥10 management options, is already in the denominator of CEBE per share. They are not a hidden future dilution waiting to hit you; they've been inside the number the whole time 2. So "diluted 20%" can mean you got richer. When Metaplanet issues shares above mNAV, the cash buys more BTC than it dilutes, your ownership % falls but your CEBE per share rises. Smaller slice of a Bitcoin stack that grew faster than the slice shrank Example: 800M to 1,000M shares (you're "diluted 20%"), but CEBE goes 8,000 to 10,500 BTC, so CEBE/share rises ~5% You own less of the company and more actual Bitcoin. That's the entire model And because the options are already counted, when management exercises at ¥10, that cash is fresh BTC on a share already in the denominator exercise is accretive to CEBE per share, not dilutive. Issuance only happens above mNAV. Nothing in this structure lowers your CEBE per share The one fair question left isn't dilution at all, it's pay: is a ¥10-strike claim on ~20% of the fully-diluted equity too generous a management package? That's a legitimate compensation debate, but it's approved by shareholders, premium-paid, vested, and capped "He's diluting your Bitcoin" is simply the wrong frame: measured the only way that matters, CEBE per fully-diluted share, your Bitcoin is going up CEBE data for common shareholders: - Strategy: 66% - Strive: 55% - Metaplanet: 80% CEBE Data cebetracker.io/endgame/ from @CEBETracker So, Metaplanet’s common shareholders have more BTC than other BTC treasuries Which common shareholders are actually more diluted? And next... Let’s talk about actual voting power, the dilution you’re referring to (as we can see, there’s no economic dilution) and compare it to the company everyone treats as the gold standard, Strategy Strategy runs a dual-class structure. Class A gets 1 vote; Class B gets 10 votes. Michael Saylor's ~19.6M super-voting Class B shares carry ~42.6% of all voting power on a small economic stake That's a management team with structurally amplified, near-controlling voting power baked into the share class itself Metaplanet has none of that. It's one share, one vote. There is no super-voting class for management. Metaplanet's "Class B" is a preferred income instrument (MERCURY), held by institutions, not a control vehicle Gerovich's actual voting power is his direct common stock about 2%. Even if he exercised every option he holds, he tops out around 18-20%, never a majority, and only after vesting, a 25% cap, and paying ¥10 a share Meanwhile the single largest voting block is an external institution, Capital Group, at 10.63% So ask the question the thread implies: Who controls the company, the common shareholders or the insiders? At Strategy, the founder holds ~42.6% of the vote by design. At Metaplanet, the founder holds ~2% today, the biggest voter is Capital Group, and every share votes equally The Bitcoin-treasury company with less insider control of the ballot box is the one you'reaccusing of insider control

A Bitcoiner is anyone with 1 to 100% of their wealth stored in Bitcoin. It does not matter whether that is self custodied, through an ETF or a treasury company. Too much infighting when 99% of the world is at 0. Let's conquer the world first before dividing the kingdom.

This is a really important wake up call to the entire community, especially those who consider "self-custody bitcoin in cold storage" as the ONLY way to own bitcoin:native. The reality is that you should only self custody if you are incredibly diligent and thorough with your security. Otherwise, most people are much better off outsourcing that responsibility to companies like Fidelity, Blackrock, and $MSTR. People need to stop shaming others for not choosing self-custody. Tonight will always be a reminder that self-custody is not for everyone.

I am glad Peter has apologised and hope people will forgive him. He is a brave man who made a mistake as we all sometimes do.

No, you don't get it. He does not have $1 trillion sitting in cash, it is 99% stock in his companies. To make that wealth liquid would mean selling all that stock which would swiftly destroy *both* the companies (Tesla, SpaceX, others) and the wealth. If he sold it all, he'd end up with maybe $100b max, several hundred thousand people would be out of work, the companies ruined and many of their suppliers also ruined. Okay, but now Elon has $100b in cash, and can "solve the world's problems". $100b divided by the world's 8 billion people is $12 If you were in charge, several of the most innovative industrial companies in the world would be destroyed, hundreds of thousands out of work, and space would again close to human civilization for another generation. But everyone on earth could have one nice meal and you could revel in your altruism.

This is why I believe in Bitcoin. I am sure you feel it too…

The Beacon, if anyone’s wondering where the Unconference is tomorrow. LSE: #SWC | OTCQB: $TSWCF | FRA: $3M8

HODL

Weekend Notes on Smarter Web $SWC KEEP GOING KEEP GROWING