Metaplanet Proposes Governance Overhaul Amid Strategic Pause

Metaplanet pauses Bitcoin purchases for 7+ weeks and seeks shareholder approval for a new three-committee governance structure and limited auditor liability.

Metaplanet Inc. is initiating a significant restructuring of its internal controls and governance framework. The company's board has moved to amend its articles of incorporation, proposing a shift to a three-committee governance structure. Shareholders are scheduled to vote on these changes at the Annual General Meeting on March 25. This corporate reorganization coincides with a notable operational shift: the firm has halted its aggressive accumulation of digital assets for over seven weeks.

A Strategic Halt in Treasury Activity

In a departure from its recent strategy, Metaplanet has paused its active cryptocurrency treasury purchases. Market data indicates no new acquisitions have been made for more than fifty days, signaling a transition from an accumulation phase to a holding pattern. This development marks a temporary cessation of what had been a prominent feature of the company's financial strategy.

Concurrently, the company's capital structure has remained stable. Throughout February, none of the share subscription rights granted to the EVO FUND (Series 23 and 24) were exercised. All 2.1 million rights remain outstanding. This inactivity has prevented dilution for current shareholders and suggests the linked refinancing program is not currently being utilized.

Refining Governance and Auditor Liability

The proposed constitutional amendments are designed to address the growing complexity of Metaplanet's operations. A central element involves moving away from the existing model featuring a Board of Statutory Auditors. The planned revisions include provisions to precisely define and limit the liability of financial statement auditors.

If approved by shareholders, the board would be empowered under the Companies Act to reduce certain liability risks for current and former auditors. This protection would apply explicitly only when auditors have acted in good faith and without gross negligence. By adopting this legally defined framework for potential damage claims, Metaplanet aims to secure independent audits and reinforce its corporate governance foundations.

Shareholder Vote to Set the Course

The upcoming Annual General Meeting on March 25 represents the decisive next step for Metaplanet's formal restructuring. The vote will determine whether the proposed amendments, including the new liability regulations for auditors, are enacted. This organizational overhaul is intended to structurally support the company's development following its pronounced strategic pivot toward alternative reserve assets.