Metaplanet said on Aug. 18 that it has entered into a definitive agreement with Super League, a digital gaming media company based in Santa Monica, California, to acquire a controlling stake and build what it described as a U.S. bitcoin treasury platform.
Under the agreement, Metaplanet will invest 2,100 BTC and $2.5 million in cash to acquire about 95.7% of Super League. The company plans to rename the business Superplanet. The deal is being carried out through a private securities issuance and is expected to close in the fourth quarter of this year.
Once completed, the transaction is expected to create a parallel operating platform spanning the Tokyo Stock Exchange and the Nasdaq Capital Market.
Private placement terms
According to the Aug. 18 announcement, the proposed private placement will allow Metaplanet to purchase 44,859,400 newly issued shares of Super League at $3 per share, along with preferred stock and warrants.
After closing, Metaplanet is expected to own about 95.7% of Super League's outstanding common shares. If all of Super League's existing prepaid warrants are exercised, Metaplanet's ownership would be about 93.6%.
Following completion of the acquisition, Super League will become a subsidiary of Metaplanet and operate under the new name Super Planet.
Board control and warrants
In addition to the common shares, Metaplanet will receive 100 shares of convertible perpetual preferred stock. The announcement said those preferred shares carry voting rights and will allow the Japanese company to appoint a majority of Superplanet's board seats, giving it operating control.
Metaplanet will also receive warrants with a 10-year term, issued in four tranches, to buy as many as 381 million common shares. The exercise prices range from $3 to $33.50 per share, according to the announcement.
Nasdaq vehicle for U.S. investors
After the acquisition, the new company Superplanet is expected to operate as a Nasdaq-listed entity under the ticker SUPA. At closing, the company is expected to hold 2,100 BTC and provide U.S. investors with an equity investment opportunity.
Super League's existing operating business will continue to generate revenue, while the bitcoin reserve strategy will also remain in place.
Stock swings after announcement
When the news was released on Aug. 18, Super League shares (Nasdaq: SLE) saw sharp moves during U.S. trading hours. The stock rose more than 31% at one point, opened at $6.23, and was last at $4.03.
The companies said they expect the deal to close in the fourth quarter of this year, subject to approval by Super League shareholders, the filing of required documents with Nasdaq, customary closing conditions, and compliance with relevant U.S. and Japanese regulatory procedures.