Super League Shareholders Approve Metaplanet Acquisition, Paving Way for Name Change to Superplanet and Bitcoin Injection

Super League shareholders have approved all proposals related to the acquisition by Metaplanet, a move that may see the company renamed Superplanet and receive a significant injection of Bitcoin and cash. The transaction, announced as a definitive agreement on August 18, 2023, cleared a major hurdle with the shareholder approval during an annual meeting on October 16, 2023.

Metaplanet is set to inject 2,100 BTC and $2.5 million in cash into the company. This Bitcoin injection was valued at approximately $132.1 million on August 14, 2023, and had increased to approximately $170 million by October 16, 2023, according to reported figures. The acquisition also includes the issuance of shares and warrants to Metaplanet Holdings and Evo Fund.

Following the approval, Super League is expected to change its name to Superplanet, Inc., and its stock ticker will transition from SLE to SUPA on the Nasdaq. Metaplanet’s CEO, Simon Gerovich, described the shareholder approval as a crucial step in Metaplanet’s transformation into a global “Bitcoin-native financial platform.” The company’s Japanese entity, formerly Siiibo Securities, was renamed on July 13 and is wholly owned by Metaplanet.

The transaction is anticipated to close in the fourth quarter of 2023, subject to customary closing conditions. Metaplanet plans to hold approximately 95.7% of the ordinary shares post-closing, or 93.6% if including issued pre-funded warrants. The deal involves Metaplanet acquiring 100 shares of “Strategic Alliance Preferred Stock,” which carries no par or liquidation preference but requires its consent for certain company changes.

Superplanet intends to utilize perpetual preferred stock as its primary senior financing tool, aiming to avoid diluting common shareholders, though the company has not entirely ruled out incurring debt. The new entity, Superplanet, will function as the group’s listed Bitcoin treasury platform in the US, complementing Metaplanet Securities in Japan. Benchmark analysts noted that this deal differs from typical SPAC transactions as Metaplanet is injecting its own Bitcoin rather than bringing in third-party funds at a discount.

As of September 30, 2023, Metaplanet held 44,000 BTC. The approved transaction includes the issuance of up to 435,859,500 ordinary shares and warrants to Metaplanet Holdings and Evo Fund. The company’s authorized share capital was increased from 750,000,000 ordinary shares to 1,000,000,000 ordinary shares, and from 10,000,000 preferred shares to 100,000,000 preferred shares.

Details of the warrants include three batches with different exercise prices: 210,000,000 shares at $3, 100,000,000 shares at $10, and 50,000,000 shares at $21. Additionally, there are 21,000,000 shares with an exercise price of $33.5. The potential funding from the full exercise of these warrants is estimated at $3.38 billion, a figure noted with low confidence. Metaplanet also has a liquidity support preferred stock purchase right valued at $210,000,000.

Super League had approximately 1,997,573 circulating ordinary shares as of August 17, 2023. The board of directors is set to expand to nine seats, with five to be appointed by Metaplanet. Certain shares and warrants are subject to a five-year lock-up period. The transaction is subject to customary closing conditions, including necessary filings with Nasdaq.

While shareholder approval has been secured, the transaction is not yet finalized, and the 2,100 BTC have not officially been deposited. The exact closing date within the fourth quarter remains unspecified. The company’s existing gaming advertising and media businesses will continue to operate as a separate division, with Matt Edelman remaining as CEO.

Why This Matters

The materials describe a narrow update: Super League shareholders approved all proposals related to the acquisition by Metaplanet. The transaction is not yet finalized and requires satisfaction of customary closing conditions.

Broader Context

Source materials place the factual news in this context: Metaplanet is a Japanese Bitcoin treasury company.