Metaplanet advanced its plan to establish a US-listed Bitcoin treasury platform after Super League shareholders approved the proposed investment on October 16.
An October 19 SEC filing confirmed that shareholders approved all proposals at the annual meeting, including the issuance of up to 435.9 million common shares under agreements with Metaplanet and investment firm Evo Fund. The principal issuance proposal received 1.06 million votes in favor against 25,314 opposed.
Under the agreement, Metaplanet will contribute 2,100 BTC and $2.5 million in cash in exchange for 44.86 million newly issued common shares priced at $3 each. The Bitcoin contribution was valued at approximately $170 million as of October 16, though the number of shares Metaplanet will receive remains fixed regardless of Bitcoin's dollar value fluctuations.
Once completed, the transaction will transform Super League into Superplanet, which will trade under the ticker SUPA. The company will serve as Metaplanet's US-listed Bitcoin treasury platform while maintaining its existing Japanese operations. Metaplanet CEO Simon Gerovich stated the expansion would advance the company's goal to become a global Bitcoin-native financial platform supporting international fundraising and capital allocation.
The transaction is expected to close in the fourth quarter of 2026, subject to remaining requirements including Nasdaq-related filings.
Preferred Stock and Warrant Structure
Shareholders approved charter changes to increase Super League's authorized preferred shares from 10 million to 100 million, enabling the issuance of senior, non-convertible perpetual preferred securities. Superplanet intends to prioritize senior preferred-stock issuance to increase Bitcoin holdings per common share.
Metaplanet will receive 100 shares of convertible Strategic Alliance Preferred Stock with special governance rights and will designate five of Superplanet's nine board members. Its common shares will be subject to a five-year lock-up with certain exceptions.
The transaction includes ten-year warrants for Metaplanet to acquire 381 million common shares through four tranches at prices of $3, $10, $21, and $33.50 per share. Full exercise at initial prices would provide approximately $3.38 billion in additional capital, though warrant proceeds depend on future exercises and higher strike prices require substantial stock appreciation to be economically attractive.
Metaplanet will separately retain a 24-month right to invest up to $210 million through Junior Liquidity Support Preferred Stock, which would rank behind senior preferred securities and carry cumulative dividends at three-month SOFR plus four percentage points.
Super League's existing advertising and media operations will continue under Chief Executive Officer Matt Edelman. The company independently purchased two BTC for approximately $162,890 on October 16 as it explores holding the asset alongside cash.
