Super League Hands Metaplanet 95.7% Months After Buying Misfits’ Ad Business

What the report says

Super League Enterprise, Inc. will be renamed Superplanet, Inc. and become a majority-owned subsidiary of Tokyo-listed Metaplanet, Inc. under a definitive agreement announced Aug. 18, ending the independent public-market life of a company that listed on Nasdaq in 2019 as “a leading amateur esports community and content platform.”Metaplanet, through a wholly owned Florida subsidiary, will contribute 2,100 bitcoin — valued at approximately $132.1 million — together with $2.5 million in cash, in exchange for 44,859,400 shares of common stock at $3.00 per share, an aggregate investment of approximately $134.6 million for roughly 95.7% of the company.

It will also take 100 shares of preferred stock carrying the right to designate a majority of the board, ten-year warrants over a further 381 million shares, and the option to put another $210 million into the company over 24 months. Super League will trade as SUPA and, the announcement said, its “advertising and media activation business, built from more than a decade of serving many of the world’s largest brands, will continue as a distinct operating segment.”Chief Executive Officer Matthew Edelman will run Superplanet. The board will expand to nine directors, five of them designated by Metaplanet — including Metaplanet Chief Executive Officer Simon Gerovich — alongside four continuing Super League directors.

Metaplanet will name the chairman, and its own shares will be locked up for five years.The esports connection runs through the share register.Super League agreed on March 16 to buy the Misfits Ads Business from Esports Now, LLC, the Misfits Gaming Group entity, and closed the purchase on May 1 after a stockholder vote. Misfits received $1.5 million in cash, 26,768 shares, a pre-funded warrant covering 509,682 shares and a warrant for 536,450 shares exercisable at $18.00 — an equity component Super League described at the time as 19.99% of its issued and outstanding common stock plus the shares underlying pre-funded warrants from an October 2025 private placement.

Key details

A further $300,000 falls due on the first anniversary of closing, and up to $1.2 million in cash and 105,571 shares are payable as an earnout tied to gross-profit milestones and to Super League’s market capitalization at the one- and two-year anniversaries. Misfits also took a preferred commercial brand partnership across its own game portfolio and the right to appoint a director: Robert Kalutkiewicz, a board observer at Misfits Gaming, joined the Super League board as the Misfits designee on May 6. He is one of the four Super League directors expected to continue after closing.Both of Super League’s largest outside holders had their ownership caps lifted in the week before the transaction was made public.

On Aug. 12, the company and Misfits signed an exchange agreement swapping the pre-funded warrant for a new one covering the same 509,682 shares and carrying “identical terms as the Misfits Pre-Funded Warrant, except for removal of the 4.99% blocker provision therein.” The original instrument capped Misfits at 4.99% of the company and could be raised to 9.99% only on 61 days’ notice. The replacement carries the 9.99% cap outright. In the same document Super League agreed to pay for the legal opinions needed to strip the restrictive legend from the underlying shares, to cover up to $7,500 of Misfits’ legal fees, and to prepare Misfits’ Schedule 13D and file it on the firm’s behalf.

The agreement records that the Rule 144 holding period tacks back to the May closing and will be satisfied on Nov. 1 — before the quarter in which the Metaplanet transaction is expected to close.Evo Fund, the Cayman Islands fund that introduced the two companies, received the same treatment two days later, exchanging a pre-funded warrant for 833,334 shares for an identical instrument with its blocker raised from 4.99% to 9.99%. The Schedule 13D that Super League then prepared for Misfits describes the Aug. 12 exchange in Evo’s numbers, calling the new instrument the “New Evo Pre-Funded Warrant” and putting it at 833,334 shares; the exchange agreement and Super League’s own current report both put the Misfits warrant at 509,682.The dilution is what makes the timing matter.

More from the announcement

Measured against the 1,997,573 shares outstanding on the Aug. 17 record date, Metaplanet’s 44,859,400 new shares reduce every existing holder to a combined 4.3%, or approximately 0.5% once the Metaplanet warrants and preferred stock are counted, according to Super League’s preliminary proxy statement. On that basis the 536,450 shares and pre-funded warrants Misfits holds amount to roughly 1.1% of the company after closing, and the 184,068 shares it has exercised into to about 0.4%.