TLDR
- Super League stockholders approved a deal giving Metaplanet (3350) a 93.7% stake in exchange for 2,100 Bitcoin and $2.5 million in cash.
- Super League will become Superplanet and plans to use the Nasdaq ticker SUPA.
- Metaplanet gets a preferred stock that gives it control over the board, mergers and charter changes.
- The deal gives Metaplanet access to US capital markets and US dollar financing.
- Metaplanet holds about 44,000 BTC, second among public companies behind Strategy.
Metaplanet (3350) won approval on Monday for its plan to take control of Super League. Stockholders of the Nasdaq-listed gaming and media company backed the deal. The result was announced in a filing with the SEC.
Metaplanet will contribute 2,100 Bitcoin and $2.5 million in cash. In return, it gets 44.86 million common shares of the new company. It also gets 100 shares of convertible perpetual preferred stock and 10-year warrants.
At closing, Metaplanet will own about 94% of the common stock. Stockholders approved the issuance of up to 435.9 million common shares. The agreements also involve Evo Fund.
Metaplanet’s common stock will face a five-year lock-up. The warrants represent up to $3.4 billion in potential equity capital, according to Dylan LeClair, Metaplanet’s director of Bitcoin strategy.
How Metaplanet gets control
The preferred stock carries no dividend or liquidation preference. LeClair said its purpose is governance. While Metaplanet holds it, the company must consent to charter changes, mergers and changes of control.
It also lets Metaplanet designate a majority of the board. That gives the Japanese firm say over major corporate decisions.
Super League will rebrand as Superplanet. It plans to trade under the Nasdaq ticker SUPA. The strategy is to grow Bitcoin held per share.
Superplanet plans to pay for more Bitcoin with senior, non-convertible perpetual preferred stock. It does not plan to lean mainly on debt. Metaplanet can also invest up to $210 million in junior preferred stock.
Metaplanet’s US plans
CEO Simon Gerovich announced the vote on X. He called the deal a step toward becoming a “global Bitcoin-native financial platform.” He said it gives Metaplanet direct access to US capital markets.
Metaplanet already raises money in yen through its Japanese operations. The new setup adds US dollar financing. Gerovich said the two platforms will work together.
Metaplanet holds about 44,000 BTC, second among public companies behind Strategy. Superplanet would start with 2,100 BTC. That would rank it as the 35th-largest Bitcoin treasury firm, according to BitcoinTreasuries data.
Super League said in an Oct. 15 filing that the US market for Bitcoin treasury preferred securities is large enough for new entrants. Earlier this month, Metaplanet also proposed putting up to 15% of its assets into strategic investments to help fund Bitcoin purchases and dividends.
Super League (SLE) traded near $5 on Monday, up 9% on the day and 61% over three months, according to TradingView.
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