Metaplanet proposes putting 2,100 bitcoin into a U.S.-listed treasury platform
The proposed Super League transaction would give Metaplanet about 95.7% of the renamed Superplanet, subject to shareholder, Nasdaq and regulatory conditions.
By The Third AnglePublished 3 min read
Illustrative bitcoin imagery for Metaplanet's proposed U.S. treasury-platform transaction; the image does not depict the companies or the deal. Photo: Unsplash · Unsplash License
Metaplanet and Nasdaq-listed Super League Enterprise announced a definitive agreement on Aug. 18 under which Metaplanet would contribute 2,100 bitcoin and $2.5 million in cash to create a U.S.-listed bitcoin treasury platform. The transaction is proposed and has not closed.
Super League would be renamed Superplanet, Inc. and would continue its gaming and digital-media business as an operating segment. Metaplanet would receive common shares, preferred stock and warrants in exchange for the contribution.
A majority stake backed by bitcoin
The companies said the initial investment is valued at about $134.6 million and would give Metaplanet approximately 95.7% of Superplanet's issued and outstanding common stock after closing, or about 93.6% assuming exercise of Super League's outstanding pre-funded warrants. The common shares are priced at $3 each.
Metaplanet would also receive 10-year warrants covering up to 381 million shares, with exercise prices ranging from $3 to $33.50. The announcement says the securities issued at closing would be subject to a five-year lock-up, and Metaplanet would have a right to invest up to another $210 million through non-convertible preferred stock over the following 24 months.
Closing conditions remain
The transaction is expected to close in the fourth quarter, subject to customary conditions including Super League shareholder approval, required Nasdaq filings and regulatory procedures in the United States and Japan. The companies said Superplanet's ticker would change to SUPA at closing.
CoinDesk and The Block both reported the announcement, but the companies' release is the source for the transaction terms. It also says Super League will file a proxy statement with the SEC; that filing will be the next primary document for shareholders assessing the deal.
