Metaplanet to Take Nearly 96% of Super League in a $134.6 Million Bitcoin and Cash Deal

Metaplanet agreed Tuesday to turn a Nasdaq-listed gaming media company into its U.S. bitcoin treasury vehicle, contributing 2,100 BTC and cash to Super League Enterprise in a deal valued at roughly $134.6 million. Super League will be renamed Superplanet and trade under the ticker SUPA at closing, becoming a consolidated subsidiary of the Tokyo-listed parent.

Metaplanet, acting through its U.S. subsidiary Metaplanet Holdings, will hand over bitcoin worth about $132.1 million plus $2.5 million in cash for 44,859,400 common shares at $3.00 each, 100 shares of convertible perpetual preferred that carry the right to designate a majority of the board, and ten-year warrants for up to 381 million shares struck between $3.00 and $33.50. That leaves Metaplanet with approximately 95.7% of outstanding common stock, or 93.6% assuming exercise of existing pre-funded warrants. A 24-month subscription right allows up to $210 million more via junior liquidity preferred stock. The transaction is expected to close in the fourth quarter, subject to a Super League stockholder vote.

Metaplanet’s shares carry a five-year lockup, and its entire economic interest ranks junior to any preferred stock Superplanet issues later.

Super League shares surged as much as 140% from its close on Monday before settling to close around 80% higher, while Metaplanet gained a little over 4% before shedding it all. Superplanet plans to use its bitcoin as collateral for perpetual preferred issuance, servicing dividends partly with operating income from the gaming advertising business, which continues as a separate segment. CEO Matthew Edelman stays on to run Superplanet, with five of nine board seats going to Metaplanet designees including CEO Simon Gerovich.

Metaplanet held 43,000 BTC as of Tuesday, making it the third-largest corporate holder behind Strategy and Twenty One Capital, so the contribution is under 5% of the stack. The move extends a build-out that already includes Japanese brokerage Siiibo Securities and a plan for bitcoin-backed fixed-income products. Metaplanet is among the treasury companies that have turned to dividend-paying preferred shares as crypto prices stay under pressure.

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