Super League agrees to hand Metaplanet 95.7% months after Misfits deal

Less than four months after Misfits Gaming took shares and warrants in Super League Enterprise as payment for its advertising business, the Nasdaq-listed company has agreed to put itself almost entirely in the hands of a new owner. Under a subscription agreement signed on August 18, 2026, a Florida subsidiary of the Tokyo-listed Metaplanet would receive 44,859,400 new common shares at US$3.00 each, about 95.7% of the enlarged company, according to Super League's filing with the United States Securities and Exchange Commission (SEC).

The Esports Advocate set out on August 28 what the deal leaves to the company's current holders, Misfits among them. The transaction is agreed, not completed: it needs the approval of Super League's stockholders and is expected to close in the fourth quarter of 2026.

Super League Enterprise Form 8-K signed August 18, 2026, and The Esports Advocate of August 28, 2026.

The terms of the agreement

The 44,859,400 shares at US$3.00 add up to about US$134.6 million. According to the filing, Metaplanet pays with 2,100 bitcoin, valued at the closing price of August 14 and put at about US$132.1 million by The Esports Advocate, plus US$2.5 million in cash. The number of shares is rounded to the nearest hundred.

The common shares are only part of the package. Metaplanet also receives 100 shares of a new class, called Strategic Alliance Preferred Stock, which carry no liquidation value but give it voting, director designation and nomination rights for as long as it holds any of them, under a stockholder rights agreement to be signed at closing, the filing shows. The filing lists four warrants over up to 381 million further shares, at exercise prices from US$3.00 to US$33.50, that can be used for ten years. A warrant is a right to buy shares later at a set price. For 24 months after closing, Metaplanet may also invest up to US$210 million more by buying up to 2.1 million junior preferred shares with a stated value of US$100 each.

Metaplanet intends to agree to a lock-up, a promise not to sell its shares, for five years after closing, subject to exceptions. After closing, Super League would be a consolidated subsidiary of Metaplanet and a controlled company under Nasdaq's rules.

A second investor signed on the same day. Evo Fund, a fund incorporated in the Cayman Islands, agreed to take two warrants over up to 10 million shares at prices from US$3.00 to US$5.55, exercisable for two years, the filing shows. Michael Lerch, who manages the fund through Evolution Capital Management, first raised the idea with Super League's chief executive, Matt Edelman, on a call on March 3, according to The Esports Advocate. Term sheets of May proposed warrants over up to 50 million shares with a price reset every day; Evo dropped those terms on June 10, and the signed agreements carry fixed prices on 10 million shares instead. The announcement states that the deal includes no discounted financing from a third party.

A new name, a new board

The company would change its name to Superplanet, Inc. and trade under the ticker SUPA, according to The Esports Advocate. The amended certificate of incorporation described in the filing also increases the number of shares the company may issue and ends the system in which directors are elected in staggered classes.

The board would grow to nine directors: five designated by Metaplanet, including its chief executive Simon Gerovich, and four who already sit on Super League's board. Metaplanet would name the chair. Edelman would stay at the head of the company, and the advertising and media activation business would continue as a distinct operating segment, the outlet reported.

How Misfits came to hold shares

Super League's link to esports today runs through Misfits: its 2025 annual report uses the word esports three times, each time inside the name Esports Now, LLC, The Esports Advocate found. Esports Now, LLC, which the filings refer to simply as Misfits, sold Super League what they call the Misfits Ads Business under an agreement of March 16, 2026, and the purchase closed on May 1.

Misfits was paid in layers. It took US$1.5 million in cash, a small block of common shares, a pre-funded warrant and an ordinary warrant at US$18.00, with US$300,000 more due on the first anniversary of closing and an earnout over two years. A pre-funded warrant is a right to shares whose price has been paid almost entirely in advance; this one came with a limit, called a blocker, that kept Misfits under 4.99% of the company. The deal also gave Misfits a seat on the board, held since May 6 by its designee Robert Kalutkiewicz, whom The Esports Advocate expects to remain a director after the Metaplanet deal closes, and a brand partnership agreement that gives Super League exclusive preferred rights to sell brand partnerships within Misfits' Roblox games.

What the deal leaves to Misfits

On August 12, six days before the Metaplanet agreement was signed, Super League and Esports Now exchanged Misfits' pre-funded warrant for an identical one over the same 509,682 shares, with the limit raised to 9.99%, the filing shows. Super League agreed to pay for the legal opinions needed, to cover up to US$7,500 of Misfits' legal fees and to prepare Misfits' Schedule 13D, an ownership disclosure filed with the SEC, according to The Esports Advocate. Evo Fund made a similar exchange on August 14 for a pre-funded warrant over 833,334 shares.

The arithmetic of the Metaplanet deal changes the weight of every existing stake. Super League had 1,997,573 shares outstanding on the record date of August 17.

Counting Metaplanet's warrants and preferred stock, Super League's preliminary proxy statement puts current holders at about 0.5%, the outlet reported.

For Misfits, The Esports Advocate puts the position after closing at about 1.1% of the company. The outlet counts the 536,450 shares Misfits holds in common stock and pre-funded warrant, 26,768 plus 509,682, against the enlarged share count. Its other warrant, over 536,450 shares at US$18.00, sits far above the market: the stock closed at US$3.02 on the record date, and Metaplanet buys at US$3.00. The earnout of up to 105,571 shares is partly tied to the company's market value at the one- and two-year anniversaries, and the documents do not say how that test will work once the new shares are issued, the outlet notes.

From esports platform to ad business

Super League listed on Nasdaq in 2019 as what it then called a leading amateur esports community and content platform, at an initial public offering price of US$11.00 a share. It has since carried out three reverse stock splits, which merge several shares into one: one for 20 in September 2023, when it dropped the name Super League Gaming, one for 40 in June 2025 and one for 12 in January 2026. Taken together, the three splits turn 9,600 shares held before September 2023 into one.

The company has also sold or closed businesses along the way. Minehut went to GamerSafer in February 2024 for US$1.0 million, payable from revenue and royalties, and Mineville was sold in May 2025 for US$350,000 in cash, according to The Esports Advocate. The Mobcrush entity, acquired in 2021, was dissolved in May 2025, and the company has had no subsidiaries since. Aegis Capital received US$1.05 million, most of it paid on July 30, to waive a right of first refusal and its fee claims, the outlet reported.

The second quarter of 2026 brought revenue of US$3.0 million, flat on a year earlier. For the first half, revenue was US$6.0 million and the net loss US$8.4 million, with a gross margin of 39% against 44%. Within the half, the margin rose from 36% in the first quarter to 41% in the second. On June 30, Super League held US$1.1 million in cash and US$5.5 million in marketable securities. On its August 14 call with analysts, Edelman said the existing liquidity was sufficient for operations and that no new capital raise was expected for the operating business, the outlet reported. He also said the Misfits team had been integrated without increasing Super League's overall cost base; total headcount is below its level before the acquisition, the outlet adds.

The share price and the road to closing

The stock moved around the announcement. It closed at US$3.02 on August 17, at US$5.50 on August 18 and at US$4.03 on August 21, The Esports Advocate reported. On August 18 the company also opened an at-the-market program, a way of selling new shares gradually on the exchange, with The Benchmark Company and StoneX for up to US$2,229,000 of stock. By August 24 it had sold about 475,598 shares for about US$2.23 million, at about US$4.69 each, and a prospectus supplement then added US$2,270,000 to the program.

Neither the announcement nor the proxy says how the advertising segment will be funded, how many people it employs, or whether the Misfits brand partnership survives the change of control, The Esports Advocate notes. Until the vote, Misfits keeps its designee on the board, its pre-funded warrant with the higher limit, and payments still due under the May agreement: US$300,000 on May 1, 2027, and an earnout measured over the next two years.

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