Super League secures $2.3M through first ATM offering

Super League Enterprise has raised approximately $2.23 million through its first at-the-market stock offering since announcing a deal that would turn the Nasdaq-listed company into Metaplanet’s U.S. Bitcoin treasury platform.

According to an Aug. 21 prospectus amendment filed with the U.S. Securities and Exchange Commission, Super League sold 475,598 common shares for gross proceeds of approximately $2.23 million under an agreement signed three days earlier.

The filing did not disclose the average selling price for the shares or the net proceeds after commissions and other offering costs. Dividing the reported gross proceeds by the number of shares sold gives an average of roughly $4.69 per share, although the individual sales may have occurred at different prices.

With the first allocation completed, Super League amended the offering to make up to another $2.27 million of common stock available for sale. The added amount is new capacity rather than completed financing, leaving the company able to raise approximately $4.5 million in total if it sells the full second allocation.

Super League has expanded its ATM after selling 475,598 shares

Under the original Aug. 18 sales agreement, The Benchmark Company and StoneX Financial act as agents for the ATM program. Super League authorized sales of up to $2.229 million at prevailing market prices through methods permitted under Rule 415 of the Securities Act.

Rather than selling a fixed block to one investor at a negotiated price, the arrangement lets the agents place shares into the market over time. Super League can issue placement notices that set the number of shares, selling period, and any price limits applied to an order.

For each completed sale, Benchmark and StoneX receive a commission equal to 1% of the gross proceeds. Super League also agreed to reimburse specified expenses and provide the agents with standard indemnification rights under the contract.

The initial program could end after all $2.229 million of shares were sold or after either Super League or Benchmark terminated the agreement under its terms. Having sold approximately $2.228999 million, the company filed an amendment that authorizes up to $2.27 million of additional common stock.

Super League based the added capacity on a public float of approximately $13.5 million. Its calculation used 2,454,537 shares held by non-affiliates and a price of $5.50, the highest closing price for SLE during the preceding 60 days as of Aug. 18.

Because its public float was below $75 million, the company said General Instruction I.B.6 of Form S-3 limited public primary offerings to no more than one-third of its public float during any 12-month period. SLE closed at $4.03 on Aug. 21, according to the prospectus amendment.

Metaplanet’s Superplanet transaction remains subject to closing

Super League started the ATM program on the same day it announced a proposed investment from Metaplanet. As crypto.news previously reported, the Japanese treasury company has agreed to contribute 2,100 BTC and $2.5 million in cash for a controlling interest in Super League.

Valued at approximately $134.6 million when the agreement was signed, the investment will give Metaplanet 44,859,400 newly issued common shares priced at $3 apiece, 100 shares of convertible perpetual preferred stock, and warrants covering up to 381 million additional common shares.

The Bitcoin portion was valued at roughly $132.1 million using BTC’s closing price on Coinbase at 4 p.m. New York time on Aug. 14. While Bitcoin’s price may change before closing, the companies fixed the number of Super League shares that Metaplanet will receive.

After the transaction closes, Super League will take the name Superplanet and is expected to trade on Nasdaq under the ticker SUPA. Metaplanet would own approximately 95.7% of its outstanding common stock, or about 93.6% if existing pre-funded warrants are exercised.

Common shares issued to Metaplanet at closing, through warrant exercises, or from preferred-stock conversions will carry a five-year lock-up. Metaplanet will also have the right to appoint five directors to the initial nine-member board, while four existing Super League directors will remain.

For 24 months after closing, the Japanese company may purchase up to 2.1 million non-convertible junior preferred shares with a stated value of $100 each. Full use of the subscription right would provide Superplanet with another $210 million.

The transaction is expected to close in the fourth quarter of 2026, subject to approval from Super League shareholders, Nasdaq requirements, customary closing conditions and applicable procedures in the United States and Japan.

Superplanet would give U.S. investors Nasdaq-listed Bitcoin exposure

Once completed, the transaction would place 2,100 BTC inside a U.S.-listed company. The coins account for approximately 4.9% of Metaplanet’s reported 43,000 BTC holdings and would remain within the consolidated group rather than leaving Metaplanet’s balance sheet.

For American investors, SLE already provides exposure through the Nasdaq Capital Market. Superplanet would retain that listing while adding a Bitcoin treasury to Super League’s existing advertising and playable-media operations, which will continue as a separate business segment.

Metaplanet CEO Simon Gerovich described the planned structure as a way to raise capital through listed companies in Japan and the United States.

“Superplanet is how we build in America, the deepest capital market in the world,” Gerovich said when the transaction was announced.

Metaplanet expects the U.S. company to use its Bitcoin as collateral for possible perpetual preferred-stock offerings. According to the joint announcement, such securities could provide permanent capital without increasing the number of common shares, although no future preferred offering has been finalized.

At the parent-company level, Metaplanet has also been adding other financing channels in Japan. Days before revealing the Superplanet agreement, the company launched its BitBonds program through a 200 million yen private placement carrying annual interest rates of 4% to 4.3%.

Metaplanet will keep its treasury split across two markets

Metaplanet reported 43,000 BTC after adding 2,823 BTC during the second quarter. Its average acquisition price stood at approximately 15.3 million yen per coin, while the 2,100 BTC allocated to Superplanet will remain part of the Japanese company’s consolidated holdings after closing.

Questions about the balance arose in August when 5,014 BTC moved between addresses linked to the company. Gerovich later confirmed no sale had occurred, saying the coins had moved between custodians while the treasury remained at 43,000 BTC.

Metaplanet’s first-half financial statements showed total assets of 418.18 billion yen and net assets of 340.88 billion yen as of June 30. The company also reported that it had drawn $414 million from a $500 million credit facility secured by Bitcoin.

Super League will keep Matthew Edelman as chief executive after adopting the Superplanet name, while Metaplanet will select the board chairman. Metaplanet’s initial board appointees will include Gerovich, Frederick Towfigh and John H. Whitehouse III.