Super League Renamed Superplanet in $134.6M

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. Metaplanet will contribute 2,100 bitcoin, valued at approximately $132.1 million, plus $2.5 million in cash for roughly 95.7% of the company.

Chief Executive Officer Matthew Edelman will run the new Superplanet entity. The board will expand to nine directors, with five designated by Metaplanet, including its CEO Simon Gerovich. Metaplanet's shares will be locked up for five years.

The Misfits Connection

The esports link in this corporate transaction runs through Misfits Gaming. Super League agreed to buy the Misfits Ads Business from Esports Now, LLC on March 16 and closed the purchase on May 1.

Misfits received $1.5 million in cash, shares, and warrants. The equity component was described by Super League as 19.99% of its issued and outstanding common stock at the time. Further payments are tied to future performance milestones. Misfits also gained a preferred commercial brand partnership and the right to appoint a director, Robert Kalutkiewicz, who joined the Super League board on May 6.

In the week before the Metaplanet deal was announced, ownership caps for Super League's two largest outside holders were lifted. On Aug. 12, Super League and Misfits signed an exchange agreement removing a provision that had capped Misfits's ownership at 4.99%. The new agreement carries a 9.99% cap outright.

The Cayman Islands-based Evo Fund, which introduced Metaplanet and Super League, received identical treatment two days later, exchanging a warrant with its blocker raised from 4.99% to 9.99%.

Dilution and Deal Structure

The massive share issuance to Metaplanet will drastically dilute existing shareholders. According to Super League's preliminary proxy statement, measured against the 1,997,573 shares outstanding on Aug. 17, Metaplanet's 44,859,400 new shares reduce every existing holder to a combined 4.3%. This falls to approximately 0.5% once Metaplanet's warrants and preferred stock are counted.

On that basis, the shares and warrants Misfits holds amount to roughly 1.1% of the company after the deal closes. Its remaining warrant has an exercise price of $18.00, against a share price of $3.02 on the record date.

Evo Fund sits on both sides of the transaction. Michael Lerch, who manages the fund, raised the idea of the deal with Edelman in a March 3 phone call. Protos reported on Aug. 19 that Evo "financed Metaplanet's BTC buying in Tokyo, putting Lerch on both sides of the deal."

What Evo takes out changed during negotiations. Early term sheets proposed floating-strike warrants over as many as 50 million shares. The signed agreements instead give it fixed-price warrants for 10 million shares at $3.00 and $5.55.

Remaining Operations and Financials

Little of Super League's original gaming and community business remains. The company sold its Minecraft server properties in 2024 and 2025 and dissolved the Mobcrush entity it acquired in 2021. Direct-to-consumer revenue fell to $313,000 in 2025 from $879,000 a year earlier.

The word "esports" appears three times in Super League's 2025 annual report, each time as part of the name of the Misfits entity it was buying an advertising business from.

The operating business is small. Super League reported revenue of $3.0 million for the second quarter, unchanged year over year, and $6.0 million for the first half against a net loss of $8.4 million.

Super League has carried out three reverse stock splits since 2023. Adjusted for all three, the $11.00 per share price at its 2019 initial public offering is equivalent to $105,600.

In the meantime, Super League has been selling stock. It entered an at-the-market sales agreement on Aug. 18 for up to $2,229,000 of common stock and had sold essentially all of it by Aug. 24. The shares sold for roughly $4.69 each, against the $3.00 Metaplanet has agreed to pay.