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2,100 Bitcoin, new name: Super League Enterprise (SLE) bets on Metaplanet

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Super League Enterprise, Inc. announced definitive agreements for a large strategic investment by Metaplanet, Inc. and Evo Fund. Metaplanet will contribute 2,100 Bitcoin (valued at approximately $132.1 million) plus $2.5 million in cash in exchange for 44,859,400 new common shares at $3.00 per share, 100 shares of convertible perpetual preferred stock and ten-year warrants to purchase up to 381,000,000 additional common shares at exercise prices from $3.00 to $33.50. Evo will receive two-year warrants to purchase up to 10,000,000 shares at exercise prices from $3.00 to $5.55. Metaplanet will also have a 24‑month right to buy up to 2,100,000 non‑convertible junior preferred shares with a stated value of $100 per share (up to $210 million more investment). After closing, Super League will be renamed Superplanet, Inc. and become a controlled, consolidated subsidiary of Metaplanet, which is expected to own about 95.7% of the common stock (about 93.6% assuming exercise of outstanding pre‑funded warrants). All Metaplanet shares and related securities will be subject to a five‑year lock‑up, and Superplanet will pursue a Bitcoin treasury strategy alongside its existing gaming media business.

Positive

  • ~$134.6 million strategic investment via 2,100 BTC and $2.5 million cash strengthens Super League’s balance sheet and provides a substantial capital base for its new Bitcoin treasury-focused strategy.
  • Metaplanet’s option to invest up to an additional $210 million in junior preferred stock gives Super League potential access to significant follow-on non-convertible equity capital.
  • Post-closing five-year lock-up on Metaplanet’s common, preferred and warrant shares aligns the majority owner with long-term value creation rather than short-term trading.
  • Metaplanet’s expected ownership of 95.7% and its existing 43,000 BTC treasury provide a deep-pocketed sponsor and integrated Bitcoin expertise for the new Superplanet platform.

Negative

  • Issuance of 44,859,400 new common shares plus warrants for up to 391,000,000 shares will heavily dilute existing shareholders and transfer effective control to Metaplanet.
  • The company will become a Bitcoin treasury platform, exposing shareholders to significant Bitcoin price volatility and digital asset regulatory risks explicitly highlighted in the risk discussion.
  • Metaplanet’s majority ownership and director designation rights through preferred stock will make Superplanet a controlled company, concentrating governance power in a single strategic investor.
  • Large long-dated warrant overhang of up to 381,000,000 Metaplanet shares and 10,000,000 Evo shares may pressure future equity value if exercised.

Filing Explained

The 210-million-dollar preferred-stock amount is only an available subscription right; separately issued replacement warrants carry 9.99-percent exercise limits.

As a Form 8-K, this filing reports material agreements, but the Metaplanet/Evo transaction remains proposed: closing is expected in the fourth quarter of 2026 and depends on stockholder approval and other conditions, so the post-closing issuance and control structure is not yet operative.

Separately, the company exchanged pre-funded warrants covering 509,682 shares with Esports Now and 833,334 shares with Evo for replacement warrants; each replacement warrant limits exercise to 9.99% ownership, and the securities were issued without registration.

The proposed right for Metaplanet to subscribe for up to $210,000,000 of junior preferred stock is available capacity, not a committed $210,000,000 funding contribution, and it becomes available only after closing for 24 months.

The stated resolution path is a Schedule 14A proxy statement and stockholder vote, followed by satisfaction or waiver of the other disclosed closing conditions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bitcoin contributed 2,100 BTC Bitcoin Metaplanet will contribute to Super League at closing
Cash contributed $2.5 million Additional cash Metaplanet will deliver as part of Closing Consideration
Common shares issued 44,859,400 shares New common stock to be issued to Metaplanet at $3.00 per share
Metaplanet warrants 381,000,000 shares Maximum common shares issuable under ten-year Metaplanet warrants
Evo warrants 10,000,000 shares Maximum common shares issuable under Evo’s two-year warrants
Additional subscription capacity $210.0 million Maximum investment via 2,100,000 junior preferred shares at $100 stated value
Post-closing Metaplanet stake 95.7% Expected ownership of issued and outstanding common stock after closing
Metaplanet existing BTC holdings 43,000 BTC Metaplanet’s Bitcoin treasury as of August 18, 2026
Strategic Alliance Preferred Stock financial
"100 shares of convertible, perpetual preferred stock...the “Strategic Alliance Preferred Stock”"
pre-funded warrants financial
"exchanged certain pre-funded warrants to purchase 509,682 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitation financial
"would cause the aggregate number of shares...to exceed 9.99% of the number of shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
perpetual preferred stock financial
"non-convertible, perpetual junior preferred stock, par value $0.001 per share"
A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.
Bitcoin treasury platform financial
"Super League to be renamed “Superplanet, Inc.” and become Metaplanet’s U.S. Bitcoin treasury platform"
A bitcoin treasury platform is a digital system that helps organizations securely hold, manage, and use their bitcoin holdings. It functions like a bank account specifically for bitcoin, allowing companies to keep their digital assets safe while making it easier to access or transfer funds when needed. This is important for investors because it provides transparency and control over how organizations handle their bitcoin assets.
controlled company regulatory
"The Company will become a “controlled company” under Nasdaq rules"
A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

FAQ

What is Super League (SLE) receiving from Metaplanet in this proposed transaction?
Super League will receive 2,100 Bitcoin, valued at about $132.1 million, plus $2.5 million in cash. In return, it will issue 44,859,400 common shares at $3.00, preferred stock, and warrants for up to 381,000,000 additional shares.

How will Metaplanet’s investment affect ownership of Super League (SLE) after closing?
After closing, Metaplanet is expected to own approximately 95.7% of Super League’s common stock. Ownership would be about 93.6% assuming exercise of existing pre-funded warrants, making Super League a controlled, consolidated subsidiary of Metaplanet.

What additional capital could Super League (SLE) potentially raise from Metaplanet?
For 24 months after closing, Metaplanet may subscribe for up to 2,100,000 junior preferred shares with a stated value of $100 each. This subscription right allows up to an additional $210 million of non-convertible preferred equity investment.

How does this deal change Super League’s (SLE) business strategy?
Super League will be renamed Superplanet, Inc. and adopt a Bitcoin treasury strategy while keeping its gaming media operations. Superplanet will hold 2,100 BTC at closing and work with Metaplanet to pursue Bitcoin-focused capital and treasury management initiatives.

What warrants are being issued to Metaplanet and Evo in the Super League (SLE) transaction?
Metaplanet will receive ten-year warrants to buy up to 381,000,000 common shares at fixed exercise prices between $3.00 and $33.50. Evo will receive two-year warrants for up to 10,000,000 shares at exercise prices between $3.00 and $5.55.

When is the Super League (SLE)–Metaplanet transaction expected to close and what approvals are needed?
The transaction is expected to close in the fourth quarter of 2026. Closing is subject to customary conditions, including Super League stockholder approval, required Nasdaq filings, and applicable regulatory procedures in both the U.S. and Japan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0001621672 0001621672 2026-08-12 2026-08-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 12, 2026
 
Super League Enterprise, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38819
47-1990734
(State or other jurisdiction of  
incorporation)
(Commission File Number)
(IRS Employer  
Identification Number)
 
2450 Colorado Avenue, Suite 100E
Santa Monica, California 90404
(Address of principal executive offices)
 
(213) 421-1920
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.001 per
share
SLE
Nasdaq Capital Market
 
 
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
Item 1.01. Entry Into a Material Definitive Agreement
 
Metaplanet Subscription Agreement and Evo Subscription Agreement
 
On August 18, 2026, Super League Enterprise, Inc. (the “Company” or “Super League”) entered into (A) a subscription agreement (the “Metaplanet Subscription Agreement”) with Metaplanet Holdings, Inc., a Florida corporation (“Metaplanet”) and a wholly owned subsidiary of Metaplanet, Inc., a corporation formed under the laws of Japan, and (B) a subscription agreement (the “Evo Subscription Agreement,” and together with the Metaplanet Subscription Agreement, the “Subscription Agreements”) with Evo Fund, a Cayman Islands exempted company (“Evo”).
 
Pursuant to the Subscription Agreements, subject to the terms and conditions set forth therein, it is contemplated that the Company will issue the following securities: (A) to Metaplanet, (i) 44,859,400 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a price of $3.00 per share (the “Investment Shares”), (ii) 100 shares of convertible, perpetual preferred stock, par value $0.001 per share, of the Company, with no liquidation value (the “Strategic Alliance Preferred Stock”), and (iii) four common stock purchase warrants to purchase up to 381,000,000 shares of Common Stock at exercise prices ranging from $3.00 per share to $33.50 per share, with a ten-year exercise period (collectively, the “Metaplanet Warrants”); and (B) to Evo, two common stock purchase warrants to purchase up to 10,000,000 shares of Common Stock at exercise prices ranging from $3.00 per share to $5.55 per share, with a two-year exercise period (collectively, the “Evo Warrants”).
 
Additionally, for a period of twenty-four (24) months after the closing of the Transactions (as defined below), Metaplanet will have the right to subscribe for up to 2,100,000 shares of non-convertible, perpetual junior preferred stock, par value $0.001 per share, of the Company, with a stated value of $100.00 per share, allowing Metaplanet to invest up to an additional $210,000,000 in the Company. The Investment Shares, the Strategic Alliance Preferred Stock, the Metaplanet Warrants and the Evo Warrants are collectively referred to herein as the “Securities,” and the transactions contemplated by the Subscription Agreements are referred to herein as the “Transactions.”
 
As consideration for the issuance of the Securities, at the closing of the Transactions, Metaplanet will deliver to the Company (i) 2,100 Bitcoin, based on the U.S. dollar market value measured using the closing market price of Bitcoin on the Coinbase Exchange at 4:00 p.m. (New York City time) on August 14, 2026, and (ii) $2,500,000 in immediately available funds (collectively, the “Closing Consideration”). The value of the Closing Consideration will be used to determine the number of Investment Shares, which will be rounded to the nearest 100 shares.
 
In connection with the Transactions, Metaplanet intends to enter into a lock-up agreement, pursuant to which Metaplanet will agree not to sell, transfer, or otherwise dispose of the securities issued to it pursuant to the Metaplanet Subscription Agreement for a period of five years after the closing of the Transactions, subject to certain exceptions.
 
So long as Metaplanet and its affiliates beneficially own any shares of Strategic Alliance Preferred Stock, Metaplanet will have certain voting and director designation and nomination rights, which will be set forth in a Stockholder Rights Agreement to be entered into with the Company at the closing of the Transactions. In addition, at the closing of the Transactions, the Company expects to enter into registration rights agreements with each of Metaplanet and Evo, which will provide for customary registration rights.
 
Each of the Subscription Agreements contains customary representations, warranties and covenants by the Company, Metaplanet and Evo, as applicable, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other customary obligations of the respective parties.
 
In connection with the Transactions, the Company expects to file the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Amended Charter”) with the Secretary of State of the State of Delaware, providing for, among other things, a name change to “Superplanet, Inc.,” increases to the number of authorized shares of Common Stock and Preferred Stock, declassification of the Company’s Board of Directors, and exclusive forum provisions. Substantially concurrently therewith, the Company expects to amend and restate its bylaws to reflect, among other things, the governance changes contemplated by the Amended Charter.
 
The Transactions are expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including, among other things, receipt of the Company stockholders’ approval. Upon the closing of the Transactions, the Company will be renamed “Superplanet, Inc.” The Company will become a “controlled company” under Nasdaq rules and a consolidated subsidiary of Metaplanet, with Metaplanet holding approximately 95.7% of the Company's issued and outstanding Common Stock (or approximately 93.6%, assuming exercise of the Company's outstanding pre-funded warrants).
 
 
 
 
The foregoing descriptions of the Metaplanet Subscription Agreement and the Evo Subscription Agreement are summaries and are qualified in their entirety by reference to the full text of such agreements, forms of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 
 
Esports Now Exchange Agreement
 
On August 12, 2026, the Company and Esports Now, LLC entered into an exchange agreement (the “Esports Exchange Agreement”), pursuant to which the Company exchanged certain pre-funded warrants to purchase 509,682 shares of Common Stock for pre-funded warrants to purchase 509,682 shares of Common Stock (the “New Esports Warrant”).
 
Under the New Esports Warrant, a holder will not be entitled to exercise any portion of the New Esports Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant.
 
The foregoing descriptions of the Esports Exchange Agreement and the New Esports Warrant a are summaries and are qualified in their entirety by reference to the full text of such agreements, forms of which are filed as Exhibit 10.3 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 
 
Evo Fund Exchange Agreement
 
On August 14, 2026, the Company and Evo entered into an exchange agreement (the “Evo Exchange Agreement”), pursuant to which the Company exchanged certain pre-funded warrants to purchase 833,334 shares of the Common Stock for pre-funded warrants to purchase 833,334 shares of Common Stock (the “New Evo Warrant”).
 
Under the New Evo Warrant, a holder will not be entitled to exercise any portion of the New Evo Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.
 
The foregoing descriptions of the Evo Exchange Agreement and the New Evo Warrant are summaries and are qualified in their entirety by reference to the full text of such agreements, forms of which are filed as Exhibit 10.4 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 
 
 
 
Item 3.02. Unregistered Sales of Equity Securities
 
The information set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Esports Now Exchange Agreement” and “Evo Fund Exchange Agreement” is incorporated herein by reference and made a part hereof.
 
The New Esports Warrant was issued without registration under the Securities Act, based on the exemption from registration afforded by Section 3(a)(9)and Section 4(a)(2) of the Securities Act. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
The New Evo Warrant was issued without registration under the Securities Act, based on the exemption from registration afforded by Section 3(a)(9) of the Securities Act. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
 
 
 
Item 8.01 Other Events
 
On August 18, 2026, the Company issued a press release announcing entry into the Metaplanet Subscription Agreement and the Evo Subscription Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
 
Cautionary Note Regarding Forward Looking Statements
 
This Current Report and its exhibits contain certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “continue,” “could,” “plan,” “goal,” “seek,” “believe,” “project,” “potential,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” “would” and similar references to future periods, or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions. Examples of forward-looking statements include, among others, statements regarding: (i) the value of Bitcoin to be received by the Company in exchange for shares of the Company common stock to be issued to Metaplanet; (ii) the value of the Company, assuming consummation of the Transactions; (iii) the Company becoming a consolidated subsidiary of Metaplanet; (iv) approval by the Company’s stockholders in connection with the Transactions; and (v) anticipated timing for consummating the Transactions. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other conditions. Because forward-looking statements relate to the future, these are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results or financial condition to differ materially from those indicated in any forward-looking statements. Neither the Company nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements as predictions of future events.
 
Important risk factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to: (i) fluctuations in the market price of Bitcoin and any associated unrealized gains or losses on digital assets, including accounting treatment relating to the Company’s Bitcoin holdings; (ii) changes in securities laws or other laws or regulations, or the adoption of new laws or regulations, relating to Bitcoin that adversely affect the price of Bitcoin or the Company’s ability to transact in or own Bitcoin; (iii) future changes in the Company’s tax earnings and profits that may impact return of capital tax treatment on future dividends on perpetual preferred stock; (iv) the impact of the availability of spot exchange traded products and other investment vehicles for Bitcoin and other digital assets; (v) a decrease in liquidity in the markets in which Bitcoin is traded; (vi) security breaches, cyberattacks, unauthorized access, loss of private keys, fraud or other circumstances or events that may result in the loss of the Company’s Bitcoin, including any Bitcoin held by any custodial partners; (vii) impacts to the price and rate of adoption of Bitcoin associated with financial difficulties and bankruptcies of participants in the digital asset industry; (viii) the extent and timing of market acceptance of the Company’s new product offerings; (ix) the Company’s ability to create customer demand and adoption trends; (x) the ability to successfully integrate new technologies and partnerships; (xi) the consummation of the Transactions on anticipated terms and timing, including the satisfaction of closing conditions; (xii) platform, regulatory, macroeconomic and market conditions; (xiii) the other risks and uncertainties described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xiv) the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as well as other risks associated with the Transactions, will be more fully discussed in the Proxy Statement to be filed with the SEC. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity.
 
 
 
 
Any forward-looking statement made by the Company in this Current Report on Form 8-K, including those in any exhibit hereto, is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company does not undertake, and specifically disclaims any obligation, to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unanticipated events, should circumstances change, except as otherwise required by securities and other applicable laws.
 
Additional Information and Where to Find It
 
In connection with the Transactions, Super League will file a proxy statement with the U.S. Securities Exchange Commission (the “SEC”) on Schedule 14A (the “Proxy Statement”), the definitive version of which will be sent or provided to Super League’s stockholders. Super League may also file other documents with the SEC regarding the Transactions. This Current Report is not a substitute for the Proxy Statement or any other document which Super League may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement (when it is filed and becomes available) and other documents that are filed or will be filed with the SEC, free of charge at the SEC’s website at www.sec.gov or Super League’s website at www.superleague.com.
 
Participants in the Solicitation
 
Super League and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Super League’s stockholders in connection with the Transactions. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the Transactions (if and when they become available). You may obtain copies of these documents filed with, or furnished to, the SEC free of charge. All such documents, when filed or furnished, are available free of charge at the SEC’s website at www.sec.gov or Super League’s website at www.superleague.com.
 
No Offer or Solicitation
 
This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Securities to be issued in the Transactions shave not been registered under the Securities Act, and may not be offered or sold, absent registration or an applicable exemption.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
  
Description
     
3.1
  
Pre-Funded Warrant, issued August 12, 2026, by Super League Enterprise, Inc. to Esports Now, LLC
3.2
  
Pre-Funded Warrant, issued August 14, 2026, by Super League Enterprise, Inc. to Evo Fund
10.1
  
Subscription Agreement, dated as of August 18, 2026, by and between Super League Enterprise, Inc. and Metaplanet Holdings, Inc.
10.2
  
Subscription Agreement, dated as of August 18, 2026, by and between Super League Enterprise, Inc. and Evo Fund
10.3
  
Exchange Agreement, dated as of August 12, 2026, by and between Super League Enterprise, Inc. and Esports Now, LLC
10.4
  
Exchange Agreement, dated as of August 14, 2026, by and between Super League Enterprise, Inc. and Evo Fund
99.1
  
Press Release of Super League Enterprise, Inc., dated as of August 18, 2026
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Super League Enterprise, Inc.
     
     
Date: August 18, 2026
By:
/s/ Clayton Haynes
   
Clayton Haynes
Chief Financial Officer
 
 

Exhibit 99.1

 

metasuper.jpg

 

Metaplanet to Invest 2,100 Bitcoin in Super League to Launch U.S. Bitcoin Treasury Platform, Superplanet

 

Super League to be renamed “Superplanet, Inc.” and become Metaplanet’s U.S. Bitcoin treasury platform, backed by the world’s third-largest corporate Bitcoin holder with 43,000 BTC.

 

Five-year Metaplanet lock-up reflects long-term commitment as Nasdaq and Tokyo Stock Exchange platforms unite under a single Bitcoin treasury strategy.

 

SANTA MONICA, Calif. and TOKYO, August 18, 2026 (GLOBE NEWSWIRE) – Super League Enterprise, Inc. (Nasdaq: SLE) (“Super League”) and Metaplanet, Inc. (“Metaplanet”) (TSE: 3350) today announced a definitive agreement pursuant to which Metaplanet, through its wholly owned U.S. subsidiary, Metaplanet Holdings, Inc., will contribute 2,100 Bitcoin, valued at approximately $132.1 million, together with $2.5 million in cash, to Super League in exchange for 44,859,400 shares of common stock at a price of $3.00 per share, shares of preferred stock and warrants in Super League. Upon closing the proposed transaction, Super League will be renamed “Superplanet, Inc.” and become a consolidated subsidiary of Metaplanet, with Metaplanet holding approximately 95.7% of Superplanet’s issued and outstanding shares of common stock (approximately 93.6%, assuming exercise of Super League’s outstanding pre-funded warrants), creating a Bitcoin treasury platform spanning the Nasdaq Capital Market and the Tokyo Stock Exchange.

 

The proposed transaction is a strategic investment in Super League, an existing Nasdaq-listed operating company, through a private placement of newly issued securities. It is not a reverse takeover or SPAC transaction. Super League will remain listed on Nasdaq with its established gaming media business intact, now backed by a long-term, majority owner who is committed to disciplined capital allocation and enduring shareholder value.

 

A U.S. Bitcoin Treasury Platform, Backed by Metaplanet

 

Superplanet is designed to give U.S. investors a new way to own a Bitcoin treasury: a Nasdaq-listed company with 2,100 BTC at closing, the backing of a sponsor that holds 43,000 BTC presently, and an operating business that generates revenue alongside the treasury. The Bitcoin treasury is expected to become a primary driver of Superplanet’s long-term shareholder value. Superplanet will secure capital in the U.S. and Metaplanet will continue to secure capital in Japan. Together, Superplanet and Metaplanet will form a consolidated group that will fund long-term accumulation of Bitcoin from two of the world’s principal capital markets.

 

 
 

 

All capital that Superplanet secures without increasing its shares of common stock, by issuing securities such as perpetual preferred stock, is anticipated to increase the Bitcoin per share of Superplanet’s common stock. Such capital financings are also expected to increase the Bitcoin attributable to each Metaplanet share. The Bitcoin that is contributed by the consolidated group will not leave the group, and Superplanet’s Bitcoin will be consolidated within Metaplanet’s financial statements.

 

Superplanet will operate with the support of the Metaplanet group through its balance sheet, its capital markets track record and its operating know-how developed across capital allocation, Bitcoin financial management and income-generating Bitcoin strategies. The result is a consolidated group with two listed Bitcoin treasury platforms – one in Japan and one in the U.S. – each with its own investor base and its own currency, compounding a single group-level Bitcoin position. As a listed member of the consolidated group, Superplanet is designed to access capital at a cost and scale that may not otherwise be available to a company of its size. For more information, visit www.superplanet.com.

 

Leadership Perspective

 

Simon Gerovich, Chief Executive Officer of Metaplanet, commented: “We’ve built one of the world’s largest Bitcoin treasuries from Japan. Superplanet is how we build in America, the deepest capital market in the world. We are putting our own Bitcoin in, locking up our shares, and backing Super League with our balance sheet and expertise. It is one consolidated Bitcoin position, compounding through two listed platforms in Japan and in the U.S.”

 

Matthew Edelman, Chief Executive Officer of Super League, commented: “Over the past year, we did the hard work of eliminating debt, reducing costs, and simplifying our capital structure. That discipline created the foundation for this type of transformative opportunity. We believe Bitcoin is the strongest monetary asset available for a corporate balance sheet in today’s fiscal environment. Together with Metaplanet, we are adding a powerful new engine for enterprise growth alongside our established business helping many of the world’s largest brands reach and influence consumers across a global population of 3.3 billion video game players. This is more than a transaction. It’s the beginning of a new model for how a public company can build long-term shareholder value around Bitcoin.”

 

Summary of Proposed Transaction

 

Initial Investment. 2,100 BTC, or approximately 4.9% of Metaplanet’s Bitcoin holdings, together with $2.5 million in cash, for 44,859,400 shares of common stock at $3.00 per share, in an aggregate investment of approximately $134.6 million. The number of shares was fixed by using the closing market price of Bitcoin on the Coinbase Exchange at 4:00 p.m. (New York City time) on August 14, 2026, and rounded to the nearest 100 shares. It will not vary with the price of Bitcoin before closing.

 

 
 

 

Ownership. Metaplanet will hold approximately 95.7% of Superplanet’s issued and outstanding common stock after closing (approximately 93.6%, assuming exercise of Superplanet’s outstanding pre-funded warrants).

 

Preferred Stock. Metaplanet will hold 100 shares of convertible perpetual preferred stock after closing, which will give Metaplanet certain voting rights, including the right to designate a majority of the directors on Superplanet’s Board of Directors.

 

Warrants. Metaplanet will receive ten-year warrants to purchase up to 381,000,000 shares of common stock in four tranches at various exercise prices. Evo Fund, an investor, will separately receive warrants to purchase up to 10,000,000 shares of common stock in two tranches at various exercise prices.

 

Subscription Right. For 24 months after closing, Metaplanet will have the right to subscribe for up to 2,100,000 shares of non-convertible junior liquidity preferred stock, with a stated value of $100.00 per share, allowing Metaplanet to invest up to an additional $210.0 million in Superplanet.

 

Lock-Up. All shares of common stock that will be issued to Metaplanet at closing or may be issued to Metaplanet upon exercise of any Metaplanet warrants or conversion of any convertible perpetual preferred stock will be subject to a five-year lock-up. Metaplanet will be a long-term, strategic holder of its position in Superplanet.

 

At-Market Issuance. Securities will be issued at the approximate closing market price of Super League’s common stock on August 17, 2026. The Metaplanet warrants carry fixed exercise prices that increase by tranche, ranging from $3.00 to $33.50 per share. There is also no discounted third-party financing.

 

Name Change. Super League will change its corporate name to “Superplanet, Inc.” and ticker symbol to “SUPA” at closing. Super League’s 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.

 

Leadership. Matthew Edelman, Chief Executive Officer of Super League, will become Chief Executive Officer of Superplanet. The Chairman of Superplanet’s Board of Directors will be designated by Metaplanet upon closing. Superplanet’s Board of Directors will initially consist of nine directors, with five designated by Metaplanet, including Simon Gerovich, Frederick Towfigh, and John H. Whitehouse III (with the remaining two designees to be named prior to closing), and four continuing Super League directors, including Matthew Edelman.

 

Closing. The proposed transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Super League’s stockholders, required filings with Nasdaq and applicable regulatory procedures in the U.S. and Japan.

 

 
 

 

Proposed Business Strategy

 

Super League and Metaplanet believe the U.S. market for preferred securities issued by Bitcoin treasury companies has achieved meaningful scale, and there is opportunity for a new issuer to enter the market with the backing of an established sponsor’s balance sheet.

 

Superplanet’s Bitcoin will be held as the collateral base for potential future issuances of perpetual preferred stock, which is permanent equity capital with no maturity or scheduled repayment that can be structured as non-convertible, raising capital with limited long-term dilution of common stockholders. Superplanet, together with Metaplanet, will size any potential issuance conservatively against asset coverage over time. Operating income and other non-dilutive cash flow will contribute to servicing dividends. Metaplanet’s entire economic interest in Superplanet, including its common stock, preferred stock, and warrants, will rank junior to any future preferred stock that Superplanet may issue.

 

Metaplanet also intends to explore, subject to applicable Japan and U.S. regulatory requirements, the potential participation of an existing subsidiary in the distribution in Japan of securities that Superplanet may issue in the future. No decision to issue or offer any security has been made at this time.

 

Superplanet plans to publish its own Bitcoin-per-share metrics after closing, consistent with the disclosure practices that Metaplanet maintains today. Metaplanet will report its metrics on a consolidated basis.

 

About Super League

Super League (Nasdaq: SLE) connects brands with the 3.3 billion-person global gaming population through advertising and branded content programs across gaming and digital media platforms. Super League generates revenue by delivering these programs through proprietary interactive formats, creator content, immersive experiences, data-driven insights, and strategic campaign services designed to improve marketing performance. By translating player behavior into actionable intelligence, Super League serves as a trusted partner helping brands reach and influence consumers who play video games. With a deep understanding of this highly engaged yet under-monetized audience, Super League is positioned to capture an increasing share of brand advertising spend as the market evolves. For more information, visit www.superleague.com.

 

About Metaplanet

Metaplanet (TSE: 3350 / OTCQX: MPJPY) is a Tokyo-listed company building Bitcoin-based financial products and infrastructure. As of August 18, 2026, Metaplanet held 43,000 BTC, as the third largest corporate Bitcoin treasury among publicly traded companies in the world. On that foundation, Metaplanet operates a growing group of financial businesses: a licensed securities firm, an asset management arm, a Bitcoin income generation business, a venture investment program, and Japan’s leading Bitcoin media and education platforms. For more information, visit www.metaplanet.jp/en.

 

 
 

 

Additional Information and Where to Find It

In connection with the proposed transaction (the “Transaction”), Super League will file a proxy statement with the U.S. Securities Exchange Commission (the “SEC”) on Schedule 14A (the “Proxy Statement”), the definitive version of which will be sent or provided to Super League’s stockholders. Super League may also file other documents with the SEC regarding the Transaction. This press release is not a substitute for the Proxy Statement or any other document which Super League may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain a free copy of the Proxy Statement (when it is filed and becomes available) and other documents that are filed or will be filed with the SEC, free of charge at the SEC’s website at www.sec.gov or Super League’s website at www.superleague.com.

 

Participants in the Solicitation

Super League and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Super League’s stockholders in connection with the Transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the Transaction (if and when they become available). You may obtain copies of these documents filed with, or furnished to, the SEC free of charge. All such documents, when filed or furnished, are available free of charge at the SEC’s website at www.sec.gov or Super League’s website at www.superleague.com.

 

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The securities to be issued in the Transaction have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold, absent registration or an applicable exemption.

 

 
 

 

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “continue,” “could,” “plan,” “goal,” “seek,” “believe,” “project,” “potential,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” “would” and similar references to future periods, or the negative of these words or other similar terms or expressions that concern Super League’s expectations, strategy, plans, or intentions. Examples of forward-looking statements include, among others, statements regarding: (i) the value of Bitcoin to be received by Super League in exchange for shares of Super League common stock to be issued to Metaplanet; (ii) the value of Super League, assuming consummation of the Transaction; (iii) Super League becoming a consolidated subsidiary of Metaplanet; (iv) Super League’s new business strategy regarding a Bitcoin treasury model; (v) Super League’s ability to raise capital after consummation of the Transaction, including through potential future issuances of preferred stock to purchase additional Bitcoin; (vi) terms of potential future issuances of preferred stock if the Transaction is consummated; (vii) publishing of Bitcoin-related metrics after consummation of the Transaction; (viii) anticipated benefits, key terms and structure of the Transaction; (ix) approval by Super League’s stockholders in connection with the Transaction; (x) anticipated timing for consummating the Transaction; and (xi) Super League’s business strategy and plan moving forward. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these are based only on Super League’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other conditions. Because forward-looking statements relate to the future, these are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Super League’s control. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results or financial condition to differ materially from those indicated in any forward-looking statements. Neither Super League nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements as predictions of future events.

 

 
 

 

Important risk factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to: (i) fluctuations in the market price of Bitcoin and any associated unrealized gains or losses on digital assets, including accounting treatment relating to Super League’s Bitcoin holdings; (ii) changes in securities laws or other laws or regulations, or the adoption of new laws or regulations, relating to Bitcoin that adversely affect the price of Bitcoin or Super League’s ability to transact in or own Bitcoin; (iii) future changes in Super League’s tax earnings and profits that may impact return of capital tax treatment on future dividends on perpetual preferred stock; (iv) the impact of the availability of spot exchange traded products and other investment vehicles for Bitcoin and other digital assets; (v) a decrease in liquidity in the markets in which Bitcoin is traded; (vi) security breaches, cyberattacks, unauthorized access, loss of private keys, fraud or other circumstances or events that may result in the loss of Super League’s Bitcoin, including any Bitcoin held by any custodial partners; (vii) impacts to the price and rate of adoption of Bitcoin associated with financial difficulties and bankruptcies of participants in the digital asset industry; (viii) the extent and timing of market acceptance of Super League’s new product offerings; (ix) Super League’s ability to create customer demand and adoption trends; (x) the ability to successfully integrate new technologies and partnerships; (xi) the consummation of the Transaction on anticipated terms and timing, including the satisfaction of closing conditions; (xii) platform, regulatory, macroeconomic and market conditions; (xiii) the other risks and uncertainties described in the section entitled “Risk Factors” in Super League’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Super League with the SEC; and (xiv) the risks and uncertainties that will be described in the Proxy Statement available from the sources indicated above. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement to be filed with the SEC. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Super League’s financial condition, results of operations, credit rating or liquidity. Any forward-looking statement made by Super League in this press release is based only on information currently available to Super League and speaks only as of the date on which it is made. Super League does not undertake, and specifically disclaims any obligation, to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unanticipated events, should circumstances change, except as otherwise required by securities and other applicable laws.

 

Media Contacts

 

Super League

Allan Rosenthal

Intelligent IR ATX

abrosey@intelligentiratx.com

 

Metaplanet

Miki Nakagawa

General Manager, IR Department

Phone Number: 03-6772-3696

 

Source: View Original Filing on SEC EDGAR

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