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

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. 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. 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%. Its remaining warrant is struck at $18.00, against a $3.02 close on the record date. Evo sits on both sides of the transaction.

Michael Lerch, who manages the fund through Evolution Capital Management LLC, raised the idea with Edelman in a March 3 phone call, describing an earlier conversation with Gerovich as “high level and preliminary” — Lerch had come to know Gerovich through Evo’s investments in Metaplanet, and had introduced the two chief executives by text message before a bitcoin conference in Abu Dhabi in December. Protos reported on Aug. 19 that Evo “financed Metaplanet’s BTC buying in Tokyo, putting Lerch on both sides of the deal,” and that its 2025 Japanese warrant business captured “more than 80% of the country’s floating-warrant market.” What Evo takes out changed shape during the negotiation. Term sheets circulated in May proposed moving strike warrants over as many as 50 million Super League shares, repricing daily against the market — the floating-strike structure the fund runs in Japan.

Evo walked away from those terms on June 10, and the signed agreements instead give it fixed-price warrants for 10 million shares at $3.00 and $5.55. The announcement states that there is “no discounted third-party financing” in the transaction. Super League has been selling stock into its own takeover in the meantime. It entered an at-the-market sales agreement with The Benchmark Company, LLC and StoneX Financial Inc. on Aug.

18, the day of the announcement, for up to $2,229,000 of common stock, and had sold essentially all of it — 475,598 shares for gross proceeds of approximately $2.23 million — by Aug. 24, when it filed a prospectus supplement enlarging the program by a further $2,270,000. The shares went out at roughly $4.69 each, against the $3.00 Metaplanet has agreed to pay. Super League closed at $3.02 on Aug.

17, the session before the announcement, at $5.50 on Aug. 18 and at $4.03 on Aug. 21. Little of the original company is left to hand over.

Super League sold Minehut, its Minecraft server property, to GamerSafer, Inc. in February 2024 for $1.0 million payable out of revenue and royalty sharing, and sold Mineville, held through its InPvP subsidiary, for $350,000 in cash in May 2025. The Mobcrush entity it acquired in 2021 was dissolved the same month, and the company has had no subsidiaries since. Direct-to-consumer revenue, the line those properties fed, 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 Esports Now, LLC — the Misfits entity it was buying an advertising business from. “Tournament” appears once, in a list of boilerplate risk factors.

The operating business at the center of the transaction is small and flat. 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, with $1.1 million in cash and $5.5 million in marketable securities as of June 30. Gross margin for the half fell to 39% from 44%, although the second quarter improved to 41% from 36% in the first. The company has carried out three reverse stock splits since 2023 — 1-for-20 in September 2023, when it changed its name from Super League Gaming; 1-for-40 in June 2025; and 1-for-12 in January 2026.

Adjusted for all three, the $11.00 a share the company charged at its 2019 initial public offering is equivalent to $105,600. Edelman addressed analysts on Aug. 14, two days after the Misfits exchange, on the day the bitcoin consideration was priced and the day his board met to confirm the final terms. On that call he said that “we continue to believe our existing liquidity is sufficient to fund ongoing operations for the foreseeable future and do not anticipate needing to raise additional capital to support the operating business,” and that the company continued “to follow developments within the digital assets sector,” describing its approach there as “measured and disciplined.” He also said Super League had integrated the Misfits team “without increasing Super League’s overall cost base,” with total headcount below where it stood before the acquisition.

Four days later the company announced the Metaplanet agreement and opened the at-the-market program. Clearing the way cost something too. Super League agreed to pay Aegis Capital Corp $1.05 million, most of it on July 30, to waive a right of first refusal and any claim on future fees from an earlier engagement — against the $1.1 million of cash the company held at June 30. The move follows a pattern among small listed companies in and around esports.

GameSquare Holdings embarked on a $100 million Ethereum treasury strategy in July 2025, as previously reported by The Esports Advocate; this month the company was reporting 137% revenue growth against an approaching Nasdaq delisting deadline and winning stockholder approval for a reverse split as filings disclosed $12.1 million in loans backed by its ether. NIP Group expanded bitcoin mining operations in the autumn of 2025. Allied Gaming & Entertainment has travelled furthest. The company went public through a special-purpose acquisition merger in August 2019, roughly six months after Super League’s initial public offering, and made crypto investments in September 2025.

It renamed itself All In FutureTech Alliance in May, carried out a 1-for-6 reverse stock split on June 11 after Nasdaq notified it in May that its shares were scheduled for delisting over a sub-$1 price and a delinquent annual report, and in June replaced its chief executive and appointed a chairman who is a founding partner of an artificial-intelligence investment firm. The esports business has not been sold. The company still operates HyperX Arena Las Vegas and still reports esports as its largest revenue line — $1.9 million for the first half of 2026, down 34% year over year, against $2.1 million of interest income on the company’s own cash and notes. Super League’s transaction is structurally different from those.

GameSquare raised capital to buy digital assets and kept control of itself. Super League is receiving the assets and handing over the company. Neither the Aug. 18 announcement nor the preliminary proxy statement states how the advertising segment will be funded after closing, what its headcount is, or whether the preferred commercial brand partnership Super League signed with Misfits in March survives the change of control.

The phrase Super League used to describe that segment in its announcement — “advertising and media activation business” — does not appear in the proxy statement at all. The transaction is expected to close in the fourth quarter, subject to stockholder approval, Nasdaq filings and regulatory procedures in the United States and Japan. With Metaplanet’s shares not yet issued and the vote still ahead, the outcome is not final. Still unknown are the fate of the advertising segment and its employees, the terms on which Misfits and Evo may exit positions their 9.99% caps currently limit, whether Super League keeps issuing stock above the $3.00 subscription price while the vote is pending, and how an earnout keyed to Super League’s market capitalization is meant to work in a company about to issue twenty-two times its current share count.

The immediate outcome is that a listing created to take amateur esports public becomes the vehicle for someone else’s bitcoin, years after it stopped running anything competitive. The larger question for anyone holding paper in a small listed gaming company is what the March transaction demonstrated: that a decade-old advertising business built on gaming audiences was worth $1.5 million in cash and a fifth of a company that could be recapitalized out from under it five months later.