Metaplanet has agreed to invest 2,100 Bitcoin and $2.5 million in Nasdaq-listed Super League Enterprise, securing a 95.7% stake and creating a U.S. Bitcoin treasury company called Superplanet.
Summary
- Metaplanet will invest about $134.6 million through 2,100 BTC and $2.5 million in cash.
- Super League will become Superplanet and trade under the proposed Nasdaq ticker SUPA.
- Metaplanet will control five of nine board seats while locking its shares for five years.
- Super League shares climbed as much as 127% following the transaction announcement.
According to a joint company announcement published on Aug. 18, the proposed private placement will give Metaplanet 44,859,400 newly issued Super League shares at $3 each, along with preferred stock and warrants.
The initial investment is valued at about $134.6 million, based on Bitcoin’s closing price on Coinbase at 4 p.m. New York time on Aug. 14. Metaplanet said the share count has been fixed and will not change with Bitcoin’s price before the transaction closes.
Once the deal is complete, Metaplanet will own about 95.7% of Superplanet’s outstanding common stock. Its ownership would stand at approximately 93.6% if Super League’s existing pre-funded warrants are exercised.
Metaplanet will control Superplanet through several securities
Along with the common shares, Metaplanet will receive 100 shares of convertible perpetual preferred stock carrying voting rights. The preferred shares will allow the Japanese company to appoint a majority of Superplanet’s directors.
Metaplanet will also receive 10-year warrants covering up to 381 million common shares across four tranches. Exercise prices will range from $3 to $33.50 per share, according to the announcement.
Evo Fund, another investor in the transaction, will separately receive warrants for up to 10 million common shares through two tranches. The companies said the securities will be issued near Super League’s Aug. 17 closing market price rather than through discounted third-party financing.
For 24 months after closing, Metaplanet will have the right to purchase as many as 2.1 million shares of non-convertible junior liquidity preferred stock. Each share will carry a stated value of $100, giving Metaplanet the option to invest another $210 million.
Common shares issued to Metaplanet at closing, through warrant exercises, or from converting its preferred stock will carry a five-year lock-up. The restriction prevents Metaplanet from quickly selling the controlling position after the transaction.
Super League will retain its existing advertising and playable-media operations as a separate business segment. Matthew Edelman, its current chief executive, will lead Superplanet, while Metaplanet will choose the board chairman.
Five of the nine initial directors will be appointed by Metaplanet, including CEO Simon Gerovich, Frederick Towfigh, and John H. Whitehouse III. Four current Super League directors, including Edelman, will remain on the board.
Superplanet will give Metaplanet access to US capital
Operating as a Nasdaq-listed company under the proposed ticker SUPA, Superplanet will provide U.S. investors with equity exposure to a company expected to hold 2,100 BTC at closing. Super League’s established operating business will continue generating revenue alongside the Bitcoin treasury.
Metaplanet said Superplanet will raise funds in the United States while the parent company continues to use Japanese capital markets. Bitcoin held by Superplanet will remain within the consolidated group and appear in Metaplanet’s consolidated financial statements.
Gerovich described the structure as a way to operate through two listed platforms.
“We’ve built one of the world’s largest Bitcoin treasuries from Japan. Superplanet is how we build in America, the deepest capital market in the world,” Gerovich said.
The chief executive added that Metaplanet is contributing its own Bitcoin, accepting a five-year share lock-up, and supporting the U.S. company with its balance sheet and capital-markets experience.
Superplanet expects to use its Bitcoin as a collateral base for possible perpetual preferred stock offerings. According to the companies, non-convertible preferred securities could raise permanent capital without increasing the number of common shares, though any future issuance would depend on financing decisions made after closing.
Metaplanet said that capital raised without issuing additional common stock is expected to increase Bitcoin per common share at Superplanet. Because Metaplanet will consolidate the U.S. subsidiary, management expects such financing to increase the Bitcoin attributable to each Metaplanet share as well.
Any future Superplanet preferred shares would rank ahead of Metaplanet’s common stock, preferred stock, and warrants in the subsidiary. Operating income and other cash flows that do not require issuing common shares could be used to service preferred dividends, according to the announcement.
The deal uses 4.9% of Metaplanet’s Bitcoin
The 2,100 BTC contribution represents about 4.9% of Metaplanet’s reported 43,000 BTC treasury. After the transaction closes, the coins will remain part of the consolidated group rather than being sold to an outside buyer.
In July, crypto.news previously reported that Metaplanet added 2,823 BTC, lifting its holdings to 43,000 BTC. The company bought the batch at an average price of 12.7 million yen per coin, while its total average acquisition price rose to about 15.3 million yen per BTC.
Questions over the balance resurfaced in August after 5,014 BTC moved between company-linked addresses. Gerovich later confirmed no sale had occurred, describing the movement as a routine transfer between custodians and keeping the reported treasury at 43,000 BTC.
Metaplanet’s first-half results showed net sales rising 133.7% year over year to 4.94 billion yen, while operating profit increased 136.3% to 3.33 billion yen. At the same time, the company recorded a 182.77 billion yen net loss, mainly because of a 184.30 billion yen non-cash Bitcoin valuation loss.
The balance sheet held 418.18 billion yen in total assets and 340.88 billion yen in net assets as of June 30. Metaplanet had also drawn $414 million from a $500 million credit facility backed by Bitcoin, according to figures included in its interim results.
Days before announcing Superplanet, the company launched its BitBonds program through a 200 million yen private placement. The first bonds carry interest rates between 4% and 4.3%, adding another funding channel to Metaplanet’s treasury operations.
Super League stock surges after the announcement
Super League shares reacted sharply during U.S. trading on Aug. 18. SLE opened at $6.23 after closing the previous session at $3.02 and reached an intraday high of $6.85, representing a gain of about 127% at the session peak.
The stock later traded at $4.68, up about 55%, as volume climbed above 36.9 million shares. The move followed a period of steep losses for SLE, which had fallen more than 90% over the previous 12 months before the Metaplanet announcement.
Metaplanet shares closed 5.07% higher at 228 yen in Tokyo, having traded between 224 yen and 238 yen during the session. Trading volume remained below its reported average of roughly 22 million shares.
Meanwhile, Bitcoin traded near $64,650, up about 1.2% over 24 hours, after moving between an intraday low of $63,773 and a high of $64,926.
The companies expect the transaction to close in the fourth quarter of 2026, subject to approval from Super League shareholders, required Nasdaq filings, customary closing conditions, and applicable regulatory procedures in the United States and Japan.
