Metaplanet to buy Super League, $3.38B funding conditional

On Aug. 18 Metaplanet agreed to invest 2,100 Bitcoin and $2.5 million to acquire 44.9 million shares of Nasdaq-listed Super League at $3 a share, giving Metaplanet roughly 95.7% of the company under the base capitalization. The SEC filing says Super League would become a Metaplanet subsidiary, seek the ticker SUPA and aim to close in the fourth quarter pending shareholder approval and Nasdaq requirements. The agreement can be terminated if not closed by Dec. 31, with an option to extend the deadline to March 31, 2027.

Metaplanet will receive 10-year warrants to purchase up to 381 million additional shares with strike prices ranging from $3 to $33.50. A full cash exercise at the initial strike prices would provide about $3.38 billion to the company, but warrant exercises are optional and would not occur automatically at closing. The filing notes that adjustment provisions and cashless-exercise mechanisms could change both the number of shares issued and the cash ultimately received if warrants are used.

Metaplanet also holds a 24-month option to invest up to $210 million through nonconvertible perpetual preferred shares. Those preferred securities would pay quarterly dividends at three-month Term SOFR plus 4% and would rank ahead of common stock. That preferred-share investment is optional and would require separate financing or a decision to exercise the option.

Under the base capitalization, existing Super League common shareholders would retain about 4.3% ownership. Outstanding pre-funded warrants and other adjustment mechanisms could further dilute that stake on a fully diluted basis, the filing states.

Metaplanet reported about 43,000 BTC in its treasury prior to the transaction. The initial contribution of 2,100 BTC plus $2.5 million would be paid at closing to secure the controlling stake; any larger inflows from warrant exercises or preferred shares would depend on future decisions by Metaplanet and prevailing market conditions.

The SEC filing quoted the parties: “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 to complete the transaction in the fourth quarter if they obtain the required approvals and satisfy Nasdaq listing conditions.