Metaplanet buys a Nasdaq listing with 2,100 of its own bitcoin, and writes a template

Metaplanet is contributing 2,100 Bitcoin and $2.5 million in cash to Super League Enterprise for about a 95.7% stake.

The deal still needs shareholder and regulatory sign-off in the US and Japan and is expected to close in Q4 2026.

Metaplanet put up 2,100 BTC (4.9% of its 43,000 BTC stack), valued at about $132.1 million, plus $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.

Every share Metaplanet gets at closing, and any it later acquires through warrants or conversions, is locked for five years.

Gerovich said in the announcement: "Superplanet is how we build in America, the deepest capital market in the world."

Gerovich said the two firms would run "one consolidated Bitcoin position, compounding through two listed platforms in Japan and in the U.S.", and the structure gives the company two avenues for raising capital, with Superplanet tapping US markets while Metaplanet continues to raise funds in Japan.

Metaplanet is the third-largest corporate Bitcoin holder, trailing Twenty One Capital by roughly 500 BTC; Twenty One Capital is backed by Tether, Bitfinex and SoftBank.

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 valuations were calculated based on Bitcoin's closing price on Coinbase at 4:00 p.m. New York time on August 14.

Metaplanet and Super League 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.

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.

Metaplanet 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, a $210 million lever if needed.

Mark Palmer of Benchmark-StoneX, who rates Metaplanet a buy and calls it "the Strategy of Japan", said the deal stands out from recent shell-and-PIPE treasury deals because it is funded with Metaplanet's own Bitcoin rather than third-party money raised at a discount.

Palmer pointed out that the share count was fixed on August 14 and will not float with Bitcoin's price before closing, that the equity was struck near Super League's prior close rather than at a negotiated markdown, and that Metaplanet's shares carry a five-year lock-up.

Bitcoin contributed by the group stays inside it and gets folded into Metaplanet's financial statements.

44,859,400 shares at $3.00 each equals about $134.58 million, consistent with the disclosed total commitment of roughly $134.6 million.

Before the deal, SLE was 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%.

Twenty One Capital's holdings imply roughly 43,500 BTC, about 500 more than Metaplanet's 43,000.

Michael Saylor's Strategy remains the largest corporate Bitcoin holder with more than 840,000 BTC, and has sold Bitcoin in recent months to fund dividends, share repurchases and its US dollar reserve.

Metaplanet last added to its Bitcoin holdings in early July, according to BitcoinTreasuries.NET.

Metaplanet recently acquired a Japanese securities firm to launch Bitcoin yield products, rolled out Bitcoin-backed "Bitbonds", and previously signaled plans for a US subsidiary with a $250 million Bitcoin strategy.

The $132.1 million valuation on 2,100 BTC implies a mark of about $62,900 per bitcoin.

The 381 million warrant shares are roughly 8.5 times the 44,859,400 shares issued to Metaplanet at closing.

The $210 million junior liquidity preferred facility is about 1.6 times Metaplanet's roughly $134.6 million upfront commitment.

SLE jumped about 120% intraday, running 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.

Super League shares surged more than 50% following the announcement, with trading volume of roughly 37.3 million shares compared with about 393,000 previously, an increase of nearly 95-fold, according to Yahoo Finance data.

A session high of $7.37 against a $3.02 prior close is a gain of about 144%.

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, as is the Bitcoin attributable to each Metaplanet share.

Metaplanet said Superplanet could also pursue acquisitions in the US Bitcoin treasury sector that may not be available to the Japanese parent company.

Superplanet plans to publish its own Bitcoin-per-share metrics after the deal closes.