Metaplanet is set to take near-total control of Nasdaq-listed Super League Enterprise with a $134.6 million investment, while most of the billions of dollars tied to the deal would remain dependent on future financing decisions.
On Aug. 18, the Japan-based Bitcoin treasury company said it agreed to contribute 2,100 Bitcoin and $2.5 million for 44.9 million Super League shares priced at $3 each. The transaction would give Metaplanet about 95.7% of the company’s common stock under the base capitalization and board control.
According to the SEC filing, Super League would become a Metaplanet subsidiary, rename itself Superplanet, and seek to trade under the ticker SUPA if the transaction closes.
The firm’s existing common shareholders would be left with about 4.3% of the company, falling further on a fully diluted basis if outstanding pre-funded warrants are exercised.
Simon Gerovich, Metaplanet CEO, said:
“The strategy now runs on two engines. Superplanet raises in America. Metaplanet raises in Japan. Both feed a single Bitcoin position that never leaves the group. When Superplanet raises capital without adding common shares, Bitcoin per share rises there and at Metaplanet at the same time. Two markets, two currencies, two investor bases, one balance sheet compounding.”
The companies expect the transaction to close in the fourth quarter, subject to shareholder approval and Nasdaq requirements. Metaplanet can terminate the agreement if it has not closed by Dec. 31, with an option to extend the deadline to March 31, 2027.
Metaplanet is the third-largest Bitcoin holding company, with 43,000 BTC in its coffers.
Billions in potential funding remain conditional
This structure gives Metaplanet control at closing, but much of the capital designed to expand Superplanet’s Bitcoin strategy would come only later and is not guaranteed.
Metaplanet would receive 10-year warrants to buy as many as 381 million additional shares at prices ranging from $3 to $33.50. Full cash exercise at the initial prices would provide about $3.38 billion to Superplanet.
Those proceeds would not be available when the acquisition closes. Metaplanet would have to exercise the warrants, and adjustment provisions and cashless-exercise mechanisms could change both the amount of stock issued and the cash ultimately received.
Metaplanet would also have a 24-month option to invest up to $210 million through nonconvertible perpetual preferred shares. The securities would pay quarterly dividends at three-month Term SOFR plus 4% and rank ahead of common stock, but the investment remains optional.
Superplanet is separately considering using its Bitcoin holdings to support future perpetual preferred securities, creating another potential source of capital for Bitcoin purchases. No such offering has been approved as of press time.
The result is an uneven funding sequence: existing shareholders absorb most of the dilution when Metaplanet takes control, while the capital that could turn Superplanet into a substantially larger Bitcoin vehicle depends on Metaplanet exercising warrants or on future securities offerings.
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