Metaplanet Wins Approval for 2,100-BTC Super League Deal

Super League shareholders approved the share issuance required for Metaplanet’s planned investment of 2,100 bitcoin and $2.5 million in cash, clearing a major condition for the Japanese company’s planned takeover of the Nasdaq-listed advertising business.

The approvals were disclosed in an Oct. 19 filing after Super League’s annual meeting on Oct. 16. Shareholders authorized the issuance of up to 435.9 million common shares under agreements with Metaplanet and investment firm Evo Fund. The main issuance proposal passed with 1.06 million votes in favor and 25,314 against.

Under the agreement, Metaplanet will receive 44.86 million newly issued Super League shares priced at $3 each in exchange for the bitcoin and cash. The bitcoin contribution was worth about $170 million on Oct. 16, up from $132.1 million when the deal was priced in August. The number of shares Metaplanet will receive remains fixed.

Dylan LeClair, Metaplanet’s director of Bitcoin strategy, estimated that Metaplanet would own about 93.7% of Super League at closing, based on Super League’s Sept. 29 share count. The transaction is expected to close in the fourth quarter of 2026, subject to remaining requirements, including Nasdaq-related filings.

After completion, Super League is expected to become Superplanet and trade under the ticker SUPA. The company will operate as Metaplanet’s U.S.-listed Bitcoin treasury platform alongside Metaplanet’s existing operations in Japan.

Metaplanet CEO Simon Gerovich said the U.S. platform would support the company’s goal of becoming a global Bitcoin-focused financial business. He described the U.S. and Japanese operations as supporting international fundraising, capital allocation and Bitcoin-related financial products.

Shareholders also approved increasing Super League’s authorized preferred shares from 10 million to 100 million. The expanded capacity could allow Superplanet to issue senior, nonconvertible perpetual preferred securities. These securities generally have no maturity date but require recurring dividend payments.

LeClair said Superplanet intends to prioritize senior preferred stock as its main method of raising capital to increase the amount of bitcoin held per common share. The company could use the proceeds to buy more bitcoin, while dividend payments would create an ongoing financing cost.

Metaplanet will receive 100 shares of convertible Strategic Alliance Preferred Stock with approval rights over major corporate actions, including mergers, charter amendments and changes of control. It will appoint five of Superplanet’s nine directors. Metaplanet’s common shares, including shares obtained through future warrant exercises, will be subject to a five-year lockup, with certain exceptions.

The agreement grants Metaplanet 10-year warrants to purchase up to 381 million additional common shares. The warrants cover 210 million shares at $3 each, 100 million at $10, 50 million at $21 and 21 million at $33.50. Exercising all of them at those initial prices would provide Superplanet with about $3.38 billion, although the higher-priced warrants would require a substantial increase in the company’s stock price to become attractive.

Metaplanet will separately retain a 24-month right to invest up to $210 million through Junior Liquidity Support Preferred Stock. The securities would rank below future senior preferred stock and carry cumulative dividends at three-month SOFR plus four percentage points.

Super League’s existing advertising and media activation business will continue under CEO Matt Edelman. The company also disclosed that it independently bought two bitcoin for about $162,890 on Oct. 16 as it considers holding the asset alongside cash.