Metaplanet to Pay 2,100 Bitcoin for Control of Nasdaq Advertising Firm

The 2,100 BTC represents 4.9% of the 43,000 BTC Metaplanet holds. The company describes itself as the world's third-largest publicly listed corporate Bitcoin holder, behind Strategy and Twenty One Capital, the two larger listed holders.

The Metaplanet decline came during a broad Asia sell-off. The Nikkei 225 closed 3.2% lower at 65,332 as Japanese government bond yields pushed to a three-decade high and AI-linked equities retreated. South Korea's Kospi fell 5.7% to 6,487 and mainland China's Shanghai Composite lost 2%. Metaplanet's underperformance versus the Nikkei was roughly 2.1 percentage points.

Still, the deal stands out on two counts. First, Metaplanet would be buying into an existing operating Nasdaq company through a private stock placement, rather than merging its business into a shell company already listed on Nasdaq (a reverse merger) or into a listed cash pool created for that purpose (a special purpose acquisition company, or SPAC). Second, unlike most corporate Bitcoin treasury vehicles built in 2025 – typically dormant Nasdaq shells revived by outside investors buying discounted new shares in a private placement, or PIPE – Metaplanet is putting in Bitcoin from its own balance sheet rather than issuing new stock. Sandmark reported on 13 Aug that Metaplanet's own mNAV rule has shut off its cheapest source of funding.

Metaplanet takes a controlling stake

Under the deal announced on 18 Aug, Metaplanet's US subsidiary Metaplanet Holdings will hand over 2,100 BTC, valued in the deal at $132.1mn, and $2.5mn in cash to SLE. The total investment comes to $134.6mn.

That Bitcoin figure was fixed in advance. Metaplanet said the share count was set using the closing price of Bitcoin on Coinbase Exchange at 16:00 New York time on 14 Aug, about $62,900, rounded to the nearest 100 shares, and it does not move with the price before completion. Bitcoin traded between $64,400 and $65,000 on 18 Aug, the day the deal was disclosed, which put the 2,100 BTC at roughly $135.2mn to $136.5mn on the day, or $3.1mn to $4.4mn above the value struck the previous Friday.

In return, Metaplanet gets three things: 44.9mn newly issued common shares priced at $3.00 each; 100 shares of convertible perpetual preferred stock that carry the right to appoint a majority of SLE's board; and 10-year warrants to buy up to 381mn more shares at prices ranging from $3.00 to $33.50.

Metaplanet will hold about 95.7% of the combined company on closing, expected in Q4. The company will be renamed Superplanet and trade under the ticker SUPA. Existing SLE shareholders retain about 4.3%.

Metaplanet cannot sell any of its new common shares for five years, signalling long-term commitment. It also has a 24-month window to inject up to $210mn more into Superplanet by buying non-convertible preferred stock.

Super League CEO Matthew Edelman will continue in that role at Superplanet, with Metaplanet designating five of nine directors. Super League's advertising and branded-content business will continue as a distinct segment.

Two markets, one Bitcoin treasury

Superplanet is how the company extends its Bitcoin accumulation into "the deepest capital market in the world," Metaplanet CEO Simon Gerovich said in a statement.

The renamed vehicle will use its Bitcoin as collateral for future perpetual preferred stock issuances, with Metaplanet's common, preferred and warrant positions ranking junior to any such offerings. Metaplanet is also exploring, subject to Japanese and US regulations, the distribution of Superplanet securities to Japanese investors through an existing licensed group subsidiary.

The company sits third in a field where the two larger holders have both slowed. Twenty One Capital's new CEO set out five priorities that did not include buying Bitcoin, Sandmark reported on 13 Aug.