Infinite Reality Files SC 13D for Super League

TL;DR

**Infinite Reality now a major player in Super League!**

AI Summary

Infinite Reality, Inc. filed an SC 13D on November 1, 2024, regarding its ownership of Super League Enterprise, Inc. The filing indicates Infinite Reality, Inc. is a significant holder of Super League's common stock. John Acunto, CEO of Infinite Reality, Inc., is listed as a contact.

Why It Matters

This filing signals a significant stake by Infinite Reality, Inc. in Super League Enterprise, Inc., potentially influencing future corporate actions or strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate events or changes in control, introducing uncertainty.

Key Players & Entities

• Infinite Reality, Inc. (company) — Filing entity
• Super League Enterprise, Inc. (company) — Subject company
• John Acunto (person) — CEO of Infinite Reality, Inc.

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
• $20 million — operty, (c) cash in the amount of up to $20 million to come from divestiture of certain ass
• $30,000,000 — eive a credit facility in the amount of $30,000,000 from the Reporting Person, to be establ
• $0.88 — Shares”), at a purchase price of $0.88 per Purchased Share (the “Offerin
• $1.0 million — proceeds to the Issuer of approximately $1.0 million. The Purchased Shares were offered by

Filing Documents

• ea0219608-13dinfinite_super.htm (SC 13D) — 70KB
• 0001213900-24-093566.txt ( ) — 72KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, $0.001 par value per share (the “Common Stock”), of Super League Enterprise, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2912 Colorado Ave., Suite #203, Santa Monica, California, 90404. The Issuer’s shares of Common Stock are listed on the NASDAQ Capital Market under the ticker symbol “SLE.”

Identity and Background

Item 2. Identity and Background. This Schedule 13D is being filed pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), by Infinite Reality, Inc., a Delaware corporation (the “Reporting Person”). The principal business of the Reporting Person is to power the next generation of digital media, commerce, and community through AI, spatial computing, and other immersive technologies. The address of the principal office of the Reporting Person is 50 Washington Street, Suite 402E, Norwalk, CT 06854. The information required by General Instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Person is listed on Schedule A hereto and is incorporated herein by reference. In connection with the consummation of the Initial Closing (as defined below), on October 29, 2024, the Issuer appointed Clark Callander to the Issuer’s Board of Directors (the “Board”) to serve until the Issuer’s next annual meeting of stockholders or until his earlier resignation or until his successor is duly elected and qualified. Mr. Callander also serves as the Chairman of the Board of the Reporting Person. None of the directors and executive officers of the Reporting Person has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source or Amount of Funds or

Item 3. Source or Amount of Funds or Other Consideration. Entry into Binding Term Sheet On September 30, 2024, the Issuer entered into a binding term sheet (the “Term Sheet”) with the Reporting Person whereby, subject to the satisfaction of certain conditions as more specifically set forth in the Term Sheet (including receipt of the approval of the Issuer’s stockholders), and the entry into definitive documentation, the Issuer will: i. acquire from the Reporting Person, (a) a perpetual, royalty free license to name and to create and host events for Drone Racing League, Inc., (b) to be determined esports assets and all related intellectual property, (c) cash in the amount of up to $20 million to come from divestiture of certain assets to be determined and/or other sources of capital, (d) TalentX and all related intellectual property, (e) Fearless Media and all related intellectual property, and (f) Thunder Studios and all related intellectual property (each an “Asset” and, collectively, the “Purchased Assets”) (the “Asset Acquisition”), in exchange the Issuer issuing that number of shares of a to-be designated class of its preferred stock equal in priority to existing Series A, AA and AAA preferred shares (the “Consideration Shares”), which Consideration Shares will be convertible into 75% of the then issued and outstanding shares of Common Stock, calculated at the time of the consummation of the Asset Acquisition; ii. issue to the Reporting Person 2,499,090 shares of Common Stock in exchange for 139,592 shares of the Reporting Person’s common stock (the “Share Exchange”) pursuant to the Exchange Agreement (as defined below), and to appoint a designee of the Reporting Person to the Board upon the consummation of the Share Exchange (the “Closing”); and iii. receive a credit facility in the amount of $30,000,000 from the Reporting Person, to be established in Januar

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. (a) The Reporting Person acquired beneficial ownership of the Shares as described in this Schedule 13D for investment and decision-making purposes and intends to review its investment in the Issuer on a continuing basis. Subject to the terms of the Term Sheet and the Amended Exchange Agreement, depending on various factors, including but not limited to the Issuer’s business, prospects, financial position and strategic direction, price levels of the Shares, conditions in the securities markets, and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. (b), (c) On October 25, 2024, the Reporting person purchased 1,136,364 shares of Common Stock in the Offering. On October 29, 2024, in connection with the Term Sheet and the Share Exchange, the Issuer entered into the Amended Exchange Agreement with the Reporting Person, pursuant to which the parties agreed to consummate the Exchange, subject to the conditions of the Amended Exchange Agreement. As of October 31, 2024, the Issuer has issued a total of 1,236,364 shares of Common Stock to the Reporting Person. (b), (d) Pursuant to the Term Sheet, the Issuer agreed to appoint a designee of the Reporting Person to the Board upon the consummation of the Share Exchange, which was completed on October 29, 2024. On October 29, 2024, the Issuer appointed Mr. Callander to the Board to serve until the Issuer’s next annual meeting of stockholders or until his earlier resignation or until his successor is duly elected and qualified. Mr. Callander also serves as the Chairman of the Board of the

Interest in Securities of the

Item 5. Interest in Securities of the Issuer. The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5. (a) The following sentence is based on 13,485,125 shares of Common Stock outstanding as of October 31, 2024, based on information provided by the Issuer. Pursuant to Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own 1,236,364 shares of Common Stock, which constitutes approximately 9.2% of the outstanding shares of Common Stock. (b) As of the date hereof, the Reporting Person has sole power to vote or to direct the voting and to dispose or to direct the disposition of the shares beneficially owned by it as specified in Item 5(a) above. (c) The information set forth in Item 3 above is incorporated by reference into this Item 5(c). (d) To the best knowledge of the Reporting Persons, no person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by either of the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Except as described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 1 Binding Term Sheet, dated September 30, 2024, between Super League Enterprise, Inc. and Infinite Reality, Inc. (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 2 Amended and Restated Equity Exchange Agreement, dated as of October 29, 2024, between Super League Enterprise, Inc. and Infinite Reality, Inc. (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 29, 2024). Exhibit 3 Form of Securities Purchase Agreement, dated October 24, 2024 (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 25, 2024). CUSIP No. 86804F301 SCHEDULE 13D Page 7 of 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 1, 2024 Infinite Reality, Inc. By: /s/ Jennifer Pepin Name: Jennifer Pepin Title: Executive Vice President, General Counsel and Secretary CUSIP No. 86804F301 SCHEDULE 13D Page 8 of 8 Schedule A Directors and Executive Officers of Infinite Reality, Inc. The business address of each of the following directors and executive officers is 50 Washington Street Suite 402E, Norwalk, CT 06854. Directors: Name Citizenship John Acunto USA Amish Shah USA Clark Callander USA Greg Fell USA Lesley L. Ma USA Executive Officers: Name Title Citizenship John Acunto Chief Executive Officer USA Elliott Jobe President & Chief Innovation Officer USA John Canning Chief Financial Officer USA Amish Shah Chief Business Officer USA Jennifer Pepin Executive Vice President, General Counsel and Corporate Secretary USA Nicholas Horbaczewski Global President USA Lisa Polan

View Full Filing

View this SC 13D filing on SEC EDGAR