Metaplanet (3350) investor relations material

Transaction overview

• Strategic investment of 2,100 BTC and $2.5M USD into Super League Enterprise, Inc., which will be renamed Superplanet, Inc. and remain Nasdaq-listed with ticker SUPA.

• Metaplanet will own 95.7% of Superplanet's common shares, with a five-year lock-up on all shares and the right to designate five of nine board directors.

• Superplanet will become a consolidated subsidiary, with the contributed BTC forming 100% of its initial treasury.

• The transaction is structured as a private placement at $3.00 per share, subject to shareholder and regulatory approvals, with expected closing in Q4 2026.

• Charter amendments will expand authorized shares and create governance-focused preferred stock to secure board control.

Strategic rationale and market opportunity

• Provides access to U.S. capital markets and enables Metaplanet to tap into the world's largest pool of fixed income capital.

• Superplanet will issue USD-denominated perpetual preferred stock, targeting income-oriented U.S. investors and leveraging a proven digital credit model.

• The U.S. market for BTC-backed preferred stock has grown rapidly, with $10.1B notional outstanding in 12 months and strong performance even during a Bitcoin bear market.

• Superplanet's structure allows for accretive capital raising, increasing BTC yield per share for both Superplanet and Metaplanet shareholders.

• The group will report a consolidated Bitcoin position, with the ability to raise capital in both yen and dollars across two major markets.

Capital structure and governance

• Initial investment sits junior in Superplanet's future capital structure; senior preferred and junior liquidity support preferred are authorized but not issued at closing.

• Metaplanet holds warrants for up to 381M shares and an option for $210M in junior liquidity support preferred stock.

• Strategic Alliance Preferred Stock secures governance rights, including board majority and class vetoes, but carries no economic value.

• At least three of nine Superplanet directors will be independent and audit committee-qualified.

• Management continuity is maintained, with existing executives remaining in place.