Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
134578200
U.S. dollars (total amount, approximately ¥21,532 million)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The Transaction (strategic investment in Super League)CounterpartySuper League Enterprise, Inc.
Disclosing companyMetaplanet Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution18 August 2026
Contract Date18 August 2026
Execution Date / Effective DateFourth quarter of 2026 (October–December) (予定)
Target company
Currently: A digital media and advertising business providing brands with audience intelligence, media activation and creative services in gaming and other digital environments, including Roblox, Fortnite, mobile games and connected TV. After closing: A Bitcoin treasury business consisting of accumulating BTC as collateral, issuing perpetual preferred stock and other securities in the U.S. capital markets backed by that collateral, and conducting BTC treasury management, capital allocation and investment activities. The existing digital media business will continue as a business segment.
Location Santa Monica, California, United StatesShare capital Par value per share of common stock: US$0.001 (Super League is a Delaware corporation, and there is no concept under Japanese law equivalent to "capital stock")Date of incorporation 1 October 2014 (Delaware, United States)
Net SalesUS$11,342 thousand (fiscal year ended December 2025)
Operating profitOperating loss of US$13,053 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of US$20,717 thousand (fiscal year ended December 2025)
Net assetsUS$17,534 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceTotal amount of US$134,578,200 (contribution in kind of 2,100 BTC and cash payment of US$2,500,000; approximately ¥21,532 million)
Type of ConsiderationMixed consideration (in exchange for the contribution in kind of 2,100 BTC and cash payment of US$2,500,000, the Company will acquire 44,859,400 shares of common stock, common stock warrants, strategic partnership preferred stock and other securities)
Funding arrangementsContribution in kind of BTC held by the Company's group and payment of US$2,500,000 in cash. Additional contributions are not mandatory, and the exercise of common stock warrants and other warrants is at the discretion of the Company's group.
Impact on Business Performance
The Transaction is expected to have a limited impact on the Company's consolidated financial results. If the impact becomes apparent as the business progresses, the Company will promptly disclose it.
Procedures and assumptions
Special CommitteeThere is currently no indication that a special committee has been established for the Transaction. The policy is to establish a special committee consisting of Super League's independent directors as necessary for material transactions that may involve conflicts of interest.
Conditions Precedent to ExecutionApproval by Super League's shareholders, filings with the Delaware Secretary of State and Nasdaq Stock Market, and satisfaction of other specified closing conditions.
Management structure after acquisitionThe corporate name is expected to change to Superplanet, Inc. Matt Edelman (Matt Edelman) is expected to continue serving as chief executive officer and president after closing. The board of directors will consist of up to 9 members, and the Company's group will have the right to nominate up to 5 directors and designate the chair of the board. The chief financial officer and chief legal officer are also expected to continue in their current roles. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | The Transaction (strategic investment in Super League) |
| Counterparty name | Super League Enterprise, Inc. |
| Name of the Subject Company | Super League Enterprise, Inc. (planned to change its corporate name to Superplanet, Inc. at closing) |
| Business Description of the Subject Company | Currently: A digital media and advertising business providing brands with audience intelligence, media activation and creative services in gaming and other digital environments, including Roblox, Fortnite, mobile games and connected TV. After closing: A Bitcoin treasury business consisting of accumulating BTC as collateral, issuing perpetual preferred stock and other securities in the U.S. capital markets backed by that collateral, and conducting BTC treasury management, capital allocation and investment activities. The existing digital media business will continue as a business segment. |
| Location of the Subject Company | Santa Monica, California, United States |
| Capital Stock of the Subject Company | Par value per share of common stock: US$0.001 (Super League is a Delaware corporation, and there is no concept under Japanese law equivalent to "capital stock") |
| Date of Establishment of the Subject Company | 1 October 2014 (Delaware, United States) |
| Net Sales of the Subject Company | US$11,342 thousand (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of US$13,053 thousand (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of US$20,717 thousand (fiscal year ended December 2025) |
| Net Assets of the Subject Company | US$17,534 thousand (fiscal year ended December 2025) |
| Acquisition price | Total amount of US$134,578,200 (contribution in kind of 2,100 BTC and cash payment of US$2,500,000; approximately ¥21,532 million) |
| Type of Consideration | Mixed consideration (in exchange for the contribution in kind of 2,100 BTC and cash payment of US$2,500,000, the Company will acquire 44,859,400 shares of common stock, common stock warrants, strategic partnership preferred stock and other securities) |
| Number of shares acquired | 44,859,400 shares of common stock and 44,859,400 voting rights, as expected immediately after closing. In addition, the Company will acquire common stock warrants exercisable for up to 381,000,000 shares of common stock. |
| Voting rights ownership percentage | Before 0.00％ → after Approximately 95.7% (approximately 93.6% on an economic interest basis, reflecting the exercise of pre-funded warrants) |
| Funding arrangements | Contribution in kind of BTC held by the Company's group and payment of US$2,500,000 in cash. Additional contributions are not mandatory, and the exercise of common stock warrants and other warrants is at the discretion of the Company's group. |
| Impact on Business Performance | The Transaction is expected to have a limited impact on the Company's consolidated financial results. If the impact becomes apparent as the business progresses, the Company will promptly disclose it. |
| Date of board resolution | 18 August 2026 |
| Contract Date | 18 August 2026 |
| Execution Date / Effective Date | Fourth quarter of 2026 (October–December) (予定) |
| Special Committee | There is currently no indication that a special committee has been established for the Transaction. The policy is to establish a special committee consisting of Super League's independent directors as necessary for material transactions that may involve conflicts of interest. |
| Conditions Precedent to Execution | Approval by Super League's shareholders, filings with the Delaware Secretary of State and Nasdaq Stock Market, and satisfaction of other specified closing conditions. |
| Management structure after acquisition | The corporate name is expected to change to Superplanet, Inc. Matt Edelman (Matt Edelman) is expected to continue serving as chief executive officer and president after closing. The board of directors will consist of up to 9 members, and the Company's group will have the right to nominate up to 5 directors and designate the chair of the board. The chief financial officer and chief legal officer are also expected to continue in their current roles. Treatment of employees: not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To increase the amount of BTC economically attributable to each share of the Company's common stock on a consolidated basis, and to raise the funds necessary for the long-term acquisition and accumulation of BTC by utilizing the capital markets in Japan and the United States through Super League.
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