Super League Holders Approve Metaplanet's 2,100 BTC Investment

Super League Enterprise stockholders approved every proposal put to them at the company's annual meeting on October 16. That includes the ones tied to Metaplanet's planned investment. Super League disclosed the result on October 19.

The vote clears a required step, not the last one. Closing still depends on customary conditions and required filings with the Nasdaq Capital Market. Super League expects it in the fourth quarter of 2026. At that point the company will be renamed Superplanet, Inc. and trade on Nasdaq under the ticker SUPA.

Metaplanet Brings 2,100 Bitcoin, Not an Open-Market Buying Spree

Under the definitive agreement announced August 18, Metaplanet, through its wholly owned US subsidiary Metaplanet Holdings, Inc., will contribute 2,100 Bitcoin plus $2.5 million in cash at closing. The Bitcoin arrives in kind. Superplanet's treasury is seeded without the company having to source, time and execute open-market purchases.

The filing put the coins at about $132.1 million at the August 14 reference price, a Coinbase closing price. The release updated that to about $170.0 million as of October 16.

What Metaplanet Gets, and the Five-Year Lock-Up

In exchange, Metaplanet receives 44,859,400 Super League shares at $3.00 each, a count fixed using Bitcoin's August 14 reference price. That count will not vary with Bitcoin before closing. It also gets 100 convertible perpetual preferred shares carrying governance and voting rights. It gets ten-year warrants to purchase up to 381,000,000 shares in four tranches, with exercise prices stepping from $3.00 to $33.50.

For 24 months after closing, Metaplanet holds the right to subscribe for up to 2,100,000 shares of non-convertible junior liquidity preferred stock at a stated value of $100.00 each. It can also invest up to an additional $210.0 million in Superplanet. It has agreed to a five-year lock-up on all common stock issued to it at closing. The same applies to any shares issued through its warrants or on conversion of its convertible preferred stock, subject to certain exceptions. The release calls the lock-up "a commitment measured in years."

Metaplanet Takes Control, and the Ad Business Carries On

The 8-K is direct about the end state. On closing, Super League becomes a "controlled company" under Nasdaq rules and a consolidated subsidiary of Metaplanet. Metaplanet will hold approximately 95.7% of issued and outstanding common stock, or approximately 93.6% if outstanding pre-funded warrants are exercised.

Super League's advertising and media activation business continues as a distinct operating segment. Matt Edelman continues as Chief Executive Officer, a role he holds alongside Chairman and President. Super League says it connects brands with the 3.3 billion-person global gaming population through advertising and branded content across gaming and digital media platforms.

"Their approval brings us one step closer to redefining what this company can become," Edelman said in the release. He added that if the deal closes, the company would have "a treasury seeded with 2,100 Bitcoin and the long-term backing of one of the largest corporate Bitcoin holders globally." It would also keep a business that continues to serve "many of the world's most recognizable brands."

Two Exchanges, One Bitcoin Position

The proposed structure spans Nasdaq and the Tokyo Stock Exchange, each with its own investor base and currency. It compounds a single group-level Bitcoin position. It is a corporate step beyond the financing Metaplanet has already been arranging in Japan, such as its ¥51.9 billion zero-coupon bond issue.

One figure to treat with care is Metaplanet's own Bitcoin stack. Reported totals for it disagree. The company's latest count is not settled by the documents read here.