Metaplanet Acquires 95.7% Stake in Super League Through Bitcoin Transaction in 2026
Super League Enterprise, Inc. is set to rebrand as Superplanet, Inc. and will become a majority-owned subsidiary of Metaplanet, Inc., as per a definitive agreement revealed on August 18. This marks the end of Super League’s independent run on the public market, which began with its Nasdaq listing in 2019 as a prominent amateur esports community and content platform.
Metaplanet, through its wholly owned Florida subsidiary, will invest 2,100 bitcoin—valued at around $132.1 million—along with $2.5 million in cash, in exchange for 44,859,400 shares of common stock priced at $3.00 each. This totals an investment of approximately $134.6 million for about 95.7% ownership of the company. Additionally, Metaplanet will acquire 100 shares of preferred stock, granting it the right to appoint a majority of the board, along with ten-year warrants for an additional 381 million shares and the option to invest another $210 million over the next two years. Super League will trade under the ticker SUPA, and its established advertising and media activation business, which has served major global brands for over a decade, will remain a separate operational segment.
Matthew Edelman will continue as CEO of Superplanet. The board will expand to nine members, with five appointed by Metaplanet, including its CEO Simon Gerovich, alongside four existing directors from Super League. Metaplanet will also appoint the chairman, and its shares will be locked for five years.
The esports connection is evident in the share structure. On March 16, Super League agreed to acquire the Misfits Ads Business from Esports Now, LLC, part of the Misfits Gaming Group, finalizing the deal on May 1 after a stockholder vote. Misfits received $1.5 million in cash, 26,768 shares, a pre-funded warrant for 509,682 shares, and a warrant for 536,450 shares at an exercise price of $18.00. This equity was valued at 19.99% of Super League’s outstanding common stock, plus shares from a pre-funded warrant from an October 2025 private placement. An additional $300,000 is due on the first anniversary of the closing, with up to $1.2 million in cash and 105,571 shares tied to gross-profit milestones and Super League’s market cap at the one- and two-year anniversaries. Misfits also secured a preferred commercial brand partnership across its game portfolio and the right to appoint a director, with Robert Kalutkiewicz joining the Super League board as the Misfits designee on May 6.
In the week leading up to the announcement, both of Super League’s largest outside shareholders had their ownership caps lifted. On August 12, the company and Misfits signed an exchange agreement to swap the pre-funded warrant for a new one covering the same 509,682 shares, removing the previous 4.99% ownership cap. The new agreement allows for a 9.99% cap without the need for prior notice. Super League also agreed to cover legal fees for Misfits and prepare necessary filings on their behalf. The agreement states that the Rule 144 holding period will revert to the May closing date and will be satisfied by November 1, ahead of the expected Metaplanet transaction closure.
Evo Fund, the Cayman Islands fund that facilitated the connection between the two companies, received similar treatment shortly after, exchanging a pre-funded warrant for 833,334 shares for a new one with the ownership cap raised from 4.99% to 9.99%. The Schedule 13D prepared for Misfits details this exchange, while Super League’s own reports confirm the Misfits warrant at 509,682 shares.
The timing of these changes is crucial due to dilution. With 1,997,573 shares outstanding as of the August 17 record date, Metaplanet’s new shares will reduce existing holders’ combined ownership to about 4.3%, or roughly 0.5% when accounting for the new warrants and preferred stock, according to Super League’s preliminary proxy statement. Based on this, Misfits’ holdings of 536,450 shares and pre-funded warrants will represent approximately 1.1% of the company post-closing, with 184,068 shares exercised translating to about 0.4%. The remaining warrant is priced at $18.00, while the stock closed at $3.02 on the record date.
Evo is involved on both sides of the deal. Michael Lerch, managing the fund through Evolution Capital Management LLC, initially discussed the idea with Edelman on March 3, following a preliminary conversation with Gerovich. Lerch introduced the two CEOs via text before a bitcoin conference in Abu Dhabi in December. Reports indicate that Evo financed Metaplanet’s bitcoin acquisition in Tokyo, placing Lerch in a unique position within the transaction.
Negotiations altered the terms for Evo. Initial proposals in May suggested moving strike warrants over as many as 50 million Super League shares, but Evo opted for fixed-price warrants for 10 million shares at $3.00 and $5.55 instead. The announcement clarifies that there is no discounted third-party financing involved in this transaction.
Meanwhile, Super League has been actively selling stock in anticipation of the takeover. On August 18, the same day the agreement was announced, it entered an at-the-market sales agreement for up to $2,229,000 of common stock, selling nearly all of it—475,598 shares for about $2.23 million—by August 24. The shares were sold at approximately $4.69 each, compared to the $3.00 price agreed upon with Metaplanet. Super League’s stock closed at $3.02 on August 17, $5.50 on August 18, and $4.03 on August 21.
Much of Super League’s original structure has been dismantled. The company sold its Minecraft server property, Minehut, to GamerSafer, Inc. for $1 million in February 2024, and Mineville, through its InPvP subsidiary, for $350,000 in cash in May 2025. The Mobcrush entity acquired in 2021 was dissolved the same month, leaving Super League without subsidiaries. Direct-to-consumer revenue dropped to $313,000 in 2025 from $879,000 the previous year. The term “esports” appears only three times in Super League’s 2025 annual report, each time referencing Esports Now, LLC, the entity from which it acquired the advertising business. “Tournament” is mentioned once, in a list of standard risk factors.
The core operating business involved in this transaction is small and stagnant. Super League reported revenue of $3.0 million for the second quarter, unchanged from the previous year, and $6.0 million for the first half, against a net loss of $8.4 million, with $1.1 million in cash and $5.5 million in marketable securities as of June 30. The gross margin for the half fell to 39% from 44%, although the second quarter showed improvement to 41% from 36%. The company has undergone three reverse stock splits since 2023—1-for-20 in September 2023, 1-for-40 in June 2025, and 1-for-12 in January 2026. Adjusted for these splits, the $11.00 per share price from its 2019 IPO equates to $105,600 today.
Edelman addressed analysts on August 14, two days after the Misfits exchange and the day the bitcoin valuation was set. He stated that the company believes its current liquidity is sufficient to support ongoing operations and does not anticipate needing additional capital. He also mentioned that Super League has integrated the Misfits team without increasing overall costs, maintaining a total headcount below pre-acquisition levels. Four days later, the Metaplanet agreement was announced, and the at-the-market program was initiated.
However, clearing the path for this deal came at a cost. Super League agreed to pay Aegis Capital Corp $1.05 million, primarily on July 30, to waive a right of first refusal and any claims on future fees from a previous engagement, against the $1.1 million in cash the company had on hand as of June 30.
This move aligns with a trend among smaller publicly listed companies in the esports sector. Other companies have pursued various strategies, such as GameSquare’s $100 million Ethereum treasury initiative in July 2025, which coincided with significant revenue growth and a reverse stock split to avoid delisting. NIP Group expanded its bitcoin mining operations in late 2025.
Allied Gaming & Entertainment has made notable strides, going public through a special-purpose acquisition merger in August 2019, shortly after Super League’s IPO, and making crypto investments in September 2025. It rebranded as All In FutureTech Alliance in May, executed a 1-for-6 reverse stock split in June to address Nasdaq delisting concerns, and appointed a new chairman with ties to an AI investment firm. The esports business remains intact, still generating revenue, although it has seen a decline.
Super League’s transaction stands apart from these others. While GameSquare raised capital to acquire digital assets and retained control, Super League is transferring its assets while relinquishing control of the company.
Neither the August 18 announcement nor the preliminary proxy statement clarifies how the advertising segment will be funded post-closing, its current headcount, or whether the preferred commercial brand partnership with Misfits will remain intact after the change in control. The term used to describe the advertising segment in the announcement—“advertising and media activation business”—is absent from the proxy statement.
The transaction is anticipated to close in the fourth quarter, pending stockholder approval and regulatory processes in the U.S. and Japan. With Metaplanet’s shares yet to be issued and the vote still pending, the outcome remains uncertain.
Key questions linger regarding the future of the advertising segment and its employees, the exit terms for Misfits and Evo given their current ownership caps, whether Super League will continue issuing stock above the $3.00 subscription price during the voting period, and how the earnout linked to Super League’s market capitalization will function in a company poised to significantly increase its share count.
Ultimately, this shift transforms a company initially created to elevate amateur esports into a vehicle for another entity’s bitcoin ambitions, years after it ceased competitive operations. The broader implication for stakeholders in small listed gaming companies is clear: the recent transaction illustrates that a decade-old advertising business centered on gaming audiences was valued at just $1.5 million in cash and a fraction of a company that could be recapitalized shortly thereafter.
