Metaplanet takes Super League stake for US Bitcoin treasury Superplanet

Superplanet (Nasdaq: SLE) opened trading hot on Tuesday, August 18, after Metaplanet revealed its plan to take over roughly 95.7% stake in Super League Enterprise’s (Nasdaq: SLE) business in exchange for 2,100 Bitcoin and $2.5 million in cash.

The deal closed with the Nasdaq-listed gaming firm getting a rebrand as a US Bitcoin treasury company, with the backing of the third-largest corporate holders of the asset. Once the transaction closes, Superplanet will drop the Super league era SLE ticker for its new SUPA label.

Metaplanet and Super Planet have gone out of their way to emphasize that they are entering a private placement of new securities into an existing firm, which is different from a reverse takeover or a SPAC deal.

How Metaplanet entered the US

The agreement with Super League (Nasdaq: SLE) gave Metaplanet a route into the United States. That way, the Simpn Gerovich-led firm gains a second listed vehicle in a different currency and under a different regulator.

For the deal to go through, the Japanese firm put up 2,100 BTC (4.9% of its 43,000 BTC stack), valued at about $132.1 million, and another $2.5 million in cash in exchange for 44,859,400 newly issued Super League shares priced at $3.00 per share. Metaplanet also received preferred stock and warrants.

Put together, Metaplanet committed about $134.6 million to get the arrangement over the line. The valuations were calculated based on Bitcoin’s closing price on Coinbase at 4:00 p.m. New York time on August 14.

Before the deal, Santa Monica-based Super League was an advertising and gaming-media company, and that part of the business is expected to continue to operate as a distinct segment.

The US market is the prize

Metaplanet CEO Simon Gerovich was optimistic about landing in the United States, saying “Superplanet is how we build in America, the deepest capital market in the world,” in the announcement.

Gerovich confirmed that the two firms would run “one consolidated Bitcoin position, compounding through two listed platforms in Japan and in the U.S.”

Some of the particulars already disclosed in how the group will handle its financials are:

• Bitcoins contributed by the group stay inside it and get folded into Metaplanet’s financial statements.
• When Superplanet raises money without printing new common shares, through instruments such as perpetual preferred stock, the Bitcoin behind each common share is expected to rise, and so is the Bitcoin attributable to each Metaplanet share.

This deal has been cooking since at least April, as Gerovich intimated that a small internal team had been “working on something we could not talk about.”

Metaplanet gains board rights in Super League

Metaplanet will gain voting rights and name a majority of Superplanet’s board with the 100 convertible perpetual preferred stock shares it received from Super League.

The Japanese firm also gets ten-year warrants over as many as 381 million common shares across four tranches. A separate investor, Evo Fund, receives warrants for up to 10 million shares.

Metaplanet can subscribe for up to 2.1 million shares of junior liquidity preferred stock at $100.00 apiece for 24 months after closing. That’s a $210 million lever if it’s needed.

As a counterweight, every share Metaplanet gets at closing, and any it later acquires through warrants or conversions, is locked for five years. That lockup is being touted as evidence of Metaplanet’s long-term commitment.

Traders sent SLE from $3 to $7

The market read it as a catalyst. Before the deal hit, SLE looked broken, down 10.6% in Tuesday premarket to $2.70 and near its 52-week low of $2.12, capping a year in which the stock had shed more than 92%.

Then the announcement landed. SLE jumped about 120% intraday and ran from roughly $3.30 to just above $7.00 in the first half hour before fading toward the mid-$6s. Google Finance logged a session high of $7.37 against a $3.02 prior close.

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