Metaplanet promises to invest 2100 bitcoins to start U.S. Treasury business

Metaplane invests in Super League Enterprise to create Superplane, a U.S. Bitcoin reserve company.

Metaplane has agreed to invest 2100 bitcoins and US$2.5 million, invest in Super League Enterprise, a Nasdaq-listed company, obtain a 95.7% stake, and create a U.S. Bitcoin reserve company called Superplane.

Highlights

Metaplanet will invest approximately US$134.6 million through 2100 bitcoins and US$2.5 million in cash.

Super League will change its name to Superplanet and plans to trade under the Nasdaq symbol SUPA.

Metaplanet will occupy five of the nine board seats while locking in its stake for five years.

Super League shares rose 127% after the trading announcement.

According to a joint announcement issued on August 18, the proposed private placement will allow Metaplanet to receive 44,859,400 newly issued Super League common shares, as well as preferred shares and warrants, at a price of $3 per share.

Based on Bitcoin's closing price of Coinbase at 4 pm New York time on August 14, the initial investment value is approximately US$134.6 million. Metaplanet said the number of shares has been determined and will not be adjusted due to changes in Bitcoin prices until the transaction is completed.

Upon completion of the transaction, Metaplanet will own approximately 95.7% of Superplanet's outstanding common shares. If Super League's existing pre-financing warrants are exercised, its shareholding will be approximately 93.6%.

Metaplanet will control Superplanet through multiple securities

In addition to ordinary shares, Metaplanet will also receive 100 voting convertible permanent preferred shares. The preferred shares will allow the Japanese company to appoint a majority of Superplanet's directors.

Metaplanet will also receive warrants for a 10-year period covering up to 381 million common shares, issued in four tranches. The announcement stated that the exercise price range is US$3 to US$33.50 per share.

Another investor, Evo Fund, will receive two separate tranches of warrants covering up to 10 million common shares. The companies said the securities will be issued at close to Super League's closing market price on August 17, rather than through discounted third-party financing.

Metaplanet has the right to purchase up to 2.1 million shares of non-convertible junior liquid preferred stock within 24 months of the transaction closing. A par value of $100 per share gives Metaplanet the option to invest another $210 million.

Ordinary shares issued to Metaplanet upon completion of the transaction, through exercise of warrants or conversion of preferred shares, will be locked up for five years. This restriction prevents Metaplanet from quickly selling its control after a deal.

Super League will retain its existing advertising and playable media businesses and operate them as a separate business unit. Its current CEO, Matthew Edelman, will lead Superplanet, while Metaplanet will choose the chairman of the board.

Five of the nine initial directors will be appointed by Metaplanet, including CEO Simon Gerovich, Frederick Toweigh and John H. Whitehouse III。Four current Super League directors, including Edelman, will remain on the board.

Superplanet will provide Metaplanet with access to U.S. capital markets

Superplanet will operate under the proposed Nasdaq symbol SUPA, providing U.S. investors with equity exposure to invest in a company that expects to hold 2100 bitcoins at the time of transaction closure. Super League's existing operating business will continue to generate revenue, in parallel with Bitcoin reserves.

Metaplanet said Superplanet will raise funds in the United States, while the parent company will continue to tap into Japanese capital markets. The bitcoins held by Superplanet will remain in the consolidated group and appear in Metaplanet's consolidated financial statements.

Gerovich described this structure as operating through two listing platforms.

Gerovich said: "We have built one of the largest Bitcoin reserves in the world from Japan. Superplanet is how we build it in the United States, the world's deepest capital market."

The CEO added that Metaplanet contributed its own bitcoin, accepted a five-year share lock-in, and supported the U.S. company with its balance sheet and capital markets experience.

Superplanet expects to use its Bitcoin as a collateral basis for a possible issuance of permanent preferred shares. According to both companies, non-convertible preferred securities can raise permanent capital without increasing the number of common shares, but any future issuance will depend on financing decisions after the transaction is completed.

Metaplanet said the funds raised without issuing additional common shares are expected to increase the amount of bitcoins per common share of Superplanet. As Metaplanet will merge the U.S. subsidiary, management expects such financing to also increase the amount of bitcoins per share of Metaplanet.

Any preferred shares issued by Superplanet in the future will have priority over Metaplanet's common shares, preferred shares and warrants at the subsidiary level. The announcement stated that operating income and other cash flows that do not involve the issuance of common shares can be used to pay preferred stock dividends.

This transaction uses 4.9% of Metaplanet's bitcoin reserves.

This contribution of 2100 bitcoins represents approximately 4.9% of Metaplanet's reported 43,000 bitcoin reserves. After the transaction is completed, these bitcoins will remain in the merged group rather than being sold to external buyers.

In July, relevant reports pointed out that Metaplanet increased its holdings of 2,823 bitcoins, bringing its position to 43,000. The company purchased the bitcoins at an average price of 12.7 million yen each, and its total average purchase cost rose to approximately 15.3 million yen each.

In August, after 5,014 bitcoins were transferred between company-related addresses, the balance issue raised questions again. Gerovich later confirmed that no sale occurred, saying the transfer was a routine operation between custodians and maintained the reported reserve at 43,000 bitcoins.

Metaplane's first-half results showed net sales increased 133.7% year-on-year to 4.94 billion yen, and operating profit increased 136.3% to 3.33 billion yen. At the same time, the company recorded a net loss of 182.77 billion yen, mainly due to a non-cash bitcoin valuation loss of 184.30 billion yen.

As of June 30, the balance sheet showed total assets of 418.18 billion yen and net assets of 340.88 billion yen. Metaplanet also drew $414 million from a $500 million bitcoin-backed credit line, based on data in its interim report.

The announcement of Superplanet comes days after the company launched its BitBonds program with a 200 million yen private placement. Interest rates for the first batch of bonds are between 4% and 4.3%, adding another source of financing to Metaplanet's reserve operations.

Super League shares soared after announcement

Super League shares fluctuated sharply during the U.S. trading session on August 18. SLE opened at US$6.23 and closed at US$3.02 the previous trading day. The intraday high hit US$6.85, an increase of about 127% from the intraday high.

The stock then traded around $4.68, an increase of about 55%, with volume exceeding 36.9 million shares. SLE has previously experienced a sharp decline, falling more than 90% in the 12 months leading up to the Metaplanet announcement.

Metaplanet shares closed at 228 yen in Tokyo, up 5.07%, with an intraday trading range of 224 yen to 238 yen. Trading volume remained below its daily average of approximately 22 million shares.

At the same time, Bitcoin was trading at close to US$64,650, rising about 1.2% in 24 hours, with an intraday low of US$63,773 and a high of US$64,926.

The two companies expect the transaction to be completed in the fourth quarter of 2026, subject to Super League shareholder approval, completion of Nasdaq filings, meeting regular transaction conditions, and relevant regulatory procedures in the United States and Japan.