SuperplanetPRO FORMA
Read this before any number
The coins are not here yet. Metaplanet is contributing 2,100 BTC to Super League Enterprise for roughly 45 million new shares, and the deal closes in Q4 pending a shareholder vote. Until it closes there is nothing to measure, so every figure on this page is pro forma on the filed terms. One thing before any of them: today's shares are about a 5 percent claim on the post-close company, because the Bitcoin arrives with the new shares. Comparing today's market cap to the incoming Bitcoin shows a discount that is mostly share count. On the post-close count, the market is pricing this deal near the pro forma value of the Bitcoin each share would own, minus whatever deal risk you assign. That is the arithmetic this page exists to make visible.
What is being contributed, and what is paid for it
| Leg | Filed amount | Source |
|---|---|---|
| Bitcoin contributed in kind | 2,100 BTC | 8-K acc 0001437749-26-028267, filed 2026-08-18 |
| Cash contributed (earmarked for transaction expenses) | $2,500,000 | 8-K acc 0001437749-26-028267, filed 2026-08-18 |
| Common issued to the contributor | 44,859,400 at $3.00 | EX-10.1 §2.1(b) to acc 0001437749-26-028267 |
| Strategic Alliance Preferred | 100 shares | Exhibit G to EX-10.1; §5 "No Liquidation Preference" |
| Warrants to the contributor | 381,000,000 shares | Exhibit D and EX-10.1 definitions, verified 2026-08-30 |
| Warrants to Evo Fund | up to 10,000,000 shares | $3.00 to $5.55, two-year term |
The contributor is Metaplanet Holdings, Inc., a Florida corporation, which the preliminary proxy defines as "Metaplanet" for its own purposes. This page states Superplanet's filed facts about its counterparty and nothing else. It asserts no look-through and no consolidation, and it says nothing about the counterparty's own figures.
The claim stack at close
| Component | Pro forma | Source |
|---|---|---|
| Debt | $0 | No debt line, confirmed on the face of the balance sheet, Q2 10-Q acc 0001437749-26-028066 |
| Preferred (senior) | $0 | The Strategic Alliance Preferred takes nothing ahead of common, so it is not a senior claim |
| Cash and equivalents | $1,127,000 | Q2 10-Q at 2026-06-30 |
| Marketable securities, currentEST | $5,527,000 | US government securities, Level 1, netted as cash equivalents |
| Net senior claims | −$6,654,000 | Debt plus preferred less cash and securities. Negative, so Senior Claims % floors at zero and this figure is carried as a net cash position |
The JLSP subscription right is an undrawn contingent claim and is excluded from the stack above. It permits the contributor, for 24 months after close and at its own option, to subscribe for up to 2,100,000 shares at a $100.00 stated value, capped at $210,000,000. Undrawn it is not a claim on anything; drawn it is senior. The sensitivity panel below prices it fully drawn.
The securities leg carries an EST mark for a stated reason: the filing's own policy defines short-term investments as maturing in under a year while disclosing a weighted average maturity of three years, classified current. The composition review that would settle it has not run.
Shares at close
| Component | Shares | Source |
|---|---|---|
| Latest filed outstanding count | 2,473,171 | at 2026-08-22, 424B5 Amd 1 acc 0001437749-26-028768 |
| Fixed investment shares | 44,859,400 | EX-10.1 §2.1(b) |
| Pro forma basic shares | 47,332,571 | Sum of the two lines above |
Construction, stated: the latest filed outstanding count plus the fixed investment shares. The issuer's own pro forma total of 46,856,973 is not used as the basis here, because it is stated at the proxy's record date; it is retained as the issuer's filed figure. The two component lines inside that total are not added to a later outstanding count, which would double-count existing holders.
Issuer EPS difference, disclosed: pre-funded warrants (1,398,173 at 2026-06-30) are treated as outstanding for the issuer's basic EPS, while period-end share counts exclude them. The count above is a period-end construction and does not include them. This is why the issuer's filed denominators and this page's denominator differ, and it is a difference in convention rather than a disagreement about facts.
The share-delivery envelope
| Tranche | Shares | Exercise price | Term |
|---|---|---|---|
| Contributor tranche 1 | 210,000,000 | $3.00 | 10 years |
| Contributor tranche 2 | 100,000,000 | $10.00 | 10 years |
| Contributor tranche 3 | 50,000,000 | $21.00 | 10 years |
| Contributor tranche 4 | 21,000,000 | $33.50 | 10 years |
| Evo Fund, two tranches | 10,000,000 | $3.00 to $5.55 | 2 years |
| Pre-funded warrants | 1,398,173 | nominal | outstanding for issuer basic EPS |
These are share-delivery instruments, not claims. They sit outside the net senior claims numerator entirely and none of them carries a Bitcoin-denominated claim. The exercise prices are US dollar-denominated; Bitcoin is a settlement rail at spot, not the unit of the exercise price. Delivered in full they change the denominator, not the stack, which is why they are shown here as an envelope rather than folded into the figures.
Pro forma figures
Senior Claims % floors at zero, and the excess is reported beside it. Senior Claims % is a share of the reserve, and a share cannot be negative, so where cash and securities exceed all senior claims the figure floors at 0.0% and the signed net is carried as a net cash position rather than folded back into the Bitcoin behind each share. CEBE therefore equals gross Bitcoin per share here, and never exceeds it. CEBE Amplification is the one figure that is not floored, because it is an elasticity rather than a share: a company holding more cash than it owes moves less than one for one with Bitcoin, which is what the reading below 1.00x says. This is the same construction every other page on the site uses, applied to the first roster case that reaches a negative stack.
Sensitivity: the JLSP fully drawn at its filed terms
The one labelled scenario on this page. If the contributor subscribes in full, 2,100,000 shares at the $100.00 stated value, the company takes on a $210,000,000 senior claim and the stack inverts from net cash to net claim.
Drawn, the JLSP is a senior claim carried at its stated value. This panel does not predict that it will be drawn; it prices the filed right so the reader can see both ends of the range the terms allow.
Live legs, each dated on its own
| Input | Value | As of |
|---|---|---|
| BTC price | -- | live |
| SLE share price | -- | live |
| Filed shares outstanding | 2,473,171 | 2026-08-22, 424B5 Amd 1 acc 0001437749-26-028768, and the ATM moves it weekly |
| Contribution reference priceEST | $62,904.76 | derived from the filed consideration, corroborated within 0.1% |
The filed share count is a point-in-time figure and the at-the-market programme moves it weekly, so the post-close basic count above will drift until a post-close count is filed. The BTC price and the share price are live and are read at page load, each stamped with its own time rather than sharing one as-of.
What retires this page
Replaced by the measured panel at close. When the transaction closes, this page gives way to an ordinary measured company page and the pro forma layer is retired.
Corrected with a dated note if the terms change. If a filed term moves before close, the correction lands here with its date and its accession, and the superseded figure stays visible.
Retained with a retirement note if the deal fails. If the transaction does not close, this page is not deleted. It carries a dated retirement note saying so, because a scenario that did not happen is part of the record.
Senior Claims % floors at zero. Where cash and securities exceed all senior claims, the figure reads 0.0% and the excess is reported separately as a net cash position, which is the construction every page on this site uses.
Scenario layer. Published under the scenario-layer exception of 2026-08-29. Superplanet is pre-close and roster-ineligible: excluded from the tracker, the comparison surface and every aggregate.
Sources: 8-K acc 0001437749-26-028267 (2026-08-18); EX-10.1 and Exhibits D, F, G; Q2 10-Q acc 0001437749-26-028066 (at 2026-06-30); 424B5 Amd 1 acc 0001437749-26-028768 (2026-08-22).