Super League Enterprise, Inc. stockholders approved a proposal to issue shares that would give Metaplanet, Inc. control of the Nasdaq-listed company and advance its plan for a U.S. Bitcoin (BTC) treasury platform.
The proposal passed at Super League’s Oct. 16 annual meeting with 1,055,621 votes in favor, 25,314 against and 19,343 abstentions, the company said in a securities filing. It permits the issuance of up to 435,859,500 common shares under agreements with Metaplanet Holdings, Inc. and Evo Fund. All proposals at the meeting passed, including charter measures related to the planned name change.
The vote cleared a step required by Nasdaq rules. Super League’s proxy says stockholders voted on the share issuance, not the transaction agreements themselves. The deal has yet to close.
Metaplanet plans to transfer 2,100 BTC and $2.5 million in cash through Metaplanet Holdings, its wholly owned U.S. subsidiary. It would receive 44,859,400 common shares at $3 each, 100 shares of convertible perpetual preferred stock and 10-year warrants to purchase up to 381 million more common shares. The proxy says the cash would cover transaction expenses.
The agreement sets the common-share allotment using an Aug. 14 Bitcoin reference price, so subsequent price changes do not change that allotment. Super League valued the coins at about $132.1 million at the reference price and said they were worth about $170 million as of Oct. 16.
Under the stated share-count assumptions, Metaplanet would own about 95.7% of issued and outstanding common stock after closing and gain the right to designate or nominate a majority of directors. Its ownership estimate falls to 93.6% if Super League’s outstanding pre-funded warrants are exercised. The proxy estimates that existing stockholders other than Evo would retain about 3.9% of outstanding common stock, or about 0.4% on a fully diluted basis under different assumptions.
Super League’s proxy describes the planned treasury platform as a way for the Metaplanet group to access U.S. dollar capital markets alongside its Tokyo-listed business. Metaplanet would also have a right, lasting 24 months after closing, to invest up to $210 million more through junior preferred stock.
Super League expects the transaction to close in the fourth quarter of 2026, subject to remaining conditions, including required Nasdaq filings. At closing, it plans to adopt the name Superplanet, Inc. and the ticker SUPA. The company says its advertising and media activation operations would remain a business segment.
