The Metaplanet Super League deal has cleared its shareholder vote. Stockholders of Super League Enterprise (Nasdaq: SLE) approved the share issuance that will hand Metaplanet about 95.7% of the company in exchange for 2,100 bitcoin and $2.5 million in cash. The vote took place at the annual meeting on 16 October, and the results reached the SEC in an 8-K filed on 19 October: 1,055,621 shares voted for the issuance, 25,314 against and 19,343 abstained. Once the deal closes, which the company expects in the fourth quarter of 2026, Super League becomes Superplanet, Inc. and trades under the ticker SUPA.
The deal turns a small Santa Monica company that sells advertising around video games into the US-listed arm of Tokyo-based Metaplanet (TSE: 3350), which held 44,000 BTC at the end of September. Super League values the 2,100 coins at about $170.0 million as of 16 October. With bitcoin near $81,950 at 05:11 UTC on 20 October, they are worth roughly $172 million. The whole of Super League was valued at $9.59 million on the stock market at Monday’s close, according to stockanalysis.com.
Every proposal on the ballot passed. “Their approval brings us one step closer to redefining what this company can become,” chief executive Matt Edelman said in the company’s announcement.
The 8-K tally: 1,055,621 votes for the Metaplanet issuance
Proposal 2 was the one that mattered. Nasdaq Listing Rule 5635 requires a shareholder vote before certain large share issuances, including those that hand control of a company to a new owner. Stockholders approved the issuance of up to 435,859,500 common shares under two subscription agreements signed on 18 August, one with Metaplanet Holdings, Inc. and one with Evo Fund, a Cayman Islands company. That ceiling matches, to within 100 shares, the 44,859,400 shares Metaplanet gets at closing plus the 381 million shares behind its warrants and the 10 million behind Evo’s.
The new charter (proposal 3), a set of non-binding votes on how it differs from the current one (proposal 4) and the larger equity incentive plan (proposal 5) were all conditional on proposal 2. The advisory items left out of the table below, on special meetings, the Delaware forum clause and an annually elected board, passed by similar margins.
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2. Share issuance to Metaplanet and Evo Fund (Nasdaq Rule 5635) | 1,055,621 | 25,314 | 19,343 | 316,141 |
| 3. Fourth Amended and Restated Certificate of Incorporation | 1,069,071 | 21,672 | 9,535 | 316,141 |
| 4(a). Name change (advisory) | 1,381,852 | 24,388 | 10,179 | 0 |
| 4(b). Authorised common stock from 750M to 1B, preferred from 10M to 100M (advisory) | 1,044,801 | 37,673 | 17,804 | 316,141 |
| 4(d). Delaware Section 203 waived until Metaplanet falls below 50% (advisory) | 1,058,811 | 22,996 | 18,471 | 316,141 |
| 4(e). Corporate opportunity waiver for Metaplanet and non-employee directors (advisory) | 1,064,598 | 25,513 | 10,167 | 316,141 |
| 5. 2025 equity incentive plan, plus 6,000,000 shares | 1,059,618 | 37,726 | 2,934 | 316,141 |
By our count, 95.9% of the shares that voted on proposal 2, abstentions included, voted for it. The meeting was small in absolute terms. The auditor ratification, which drew no broker non-votes, totalled 1,416,419 shares, and stockanalysis.com puts Super League’s shares outstanding at about 2.0 million. The 8-K gives neither the share count on the record date nor the approval threshold for proposals 2 and 3. Those sit in the proxy statement filed on 25 September. The filing spells out the standard for only one item, the advisory name change, which needed a majority of the votes cast.
Two of the advisory items show how much control is changing hands. Section 203 of Delaware’s corporate law, which restricts deals between a company and a large new shareholder, will not apply until the “Ownership Threshold Date”, the day Metaplanet and its affiliates drop below 50% of the voting power. The corporate opportunity waiver frees Metaplanet and the non-employee directors from any duty to refrain from competing with the company.
The same filing records a much smaller purchase. On 16 October, Super League bought two bitcoin of its own at an average price of $81,444.82, about $162,900 in total, “as part of its exploration of Bitcoin as a treasury asset alongside cash and cash equivalents.”
Metaplanet Super League terms: what goes in, what comes back
The terms were set in an 8-K filed on 18 August. The buyer is Metaplanet Holdings, Inc., a Florida company wholly owned by Metaplanet, Inc. The 2,100 bitcoin were valued at their Coinbase price at 4:00 p.m. New York time (20:00 UTC) on 14 August, the reference date: about $132.1 million, or roughly $62,900 per coin on our arithmetic. With the $2.5 million in cash, the package comes to about $134.6 million. Divided by the $3.00 issue price and rounded to the nearest 100 shares, as the agreement requires, that gives the 44,859,400 shares.
| Item | Terms |
|---|---|
| Bitcoin contributed | 2,100 BTC, delivered in kind at closing |
| Cash contributed | $2.5 million |
| Value at the 14 August reference price | About $132.1 million (bitcoin only) |
| Common shares to Metaplanet | 44,859,400 at $3.00, count fixed on 14 August |
| Strategic Alliance preferred | 100 convertible perpetual shares, no liquidation value, carrying voting and governance rights |
| Warrants to Metaplanet | Four tranches, up to 381,000,000 shares, strikes from $3.00 to $33.50, ten-year term |
| Follow-on right | Up to 2,100,000 junior preferred shares at $100 stated value, up to $210 million more, for 24 months |
| Lock-up | Five years on the closing shares and on shares from warrants or preferred conversion, with exceptions |
| Metaplanet stake at closing | About 95.7% of common stock (about 93.6% if pre-funded warrants are exercised) |
The share count does not move with the bitcoin price before closing. That matters because bitcoin has risen since 14 August: at 05:11 UTC on 20 October the 2,100 coins were worth about $40 million more than at the reference price. Since Metaplanet will own about 95.7% of the common stock, most of that gain comes back to Metaplanet. The rest goes to Super League’s existing holders, whose 4.3% slice of a $172 million bitcoin pile would be worth about $7.4 million, before counting the operating business, its other assets and liabilities, the preferred stock or any warrant exercise. That is our rough calculation, not a company figure.
Evo Fund gets two warrants for up to 10 million shares at $3.00 to $5.55, with a two-year term. After closing, Super League becomes a “controlled company” under Nasdaq rules and a consolidated subsidiary of Metaplanet. Metaplanet’s voting and director designation rights will be written into a Stockholder Rights Agreement to be signed at closing, as long as it holds the Strategic Alliance preferred shares.
A $9.6 million company about to hold $172 million of bitcoin
SLE closed at $4.80 on 19 October (20:00 UTC), up 6.90% on the day from $4.49, according to stockanalysis.com. Its 52-week range runs from $2.12 to $42.24. Metaplanet’s $3.00 issue price is 37.5% below that close, but it was fixed against a 14 August reference, before the deal was public. When it was announced on 18 August, SLE rose as much as 80% in its first hour of trading before giving back part of the move, The Block reported.
The company has changed shape before. According to Bitcoin.com News, it started in 2014 as Nth Games, an amateur esports organiser, moved into gaming advertising, Roblox experiences and branded entertainment, and listed on Nasdaq in 2019. Today it describes itself as a business that connects brands with people who play video games. That advertising and media business will stay as a separate operating segment, and Edelman stays chief executive.
In a letter to stockholders on 6 October, Edelman said the company had eliminated debt, reduced costs and simplified its capital structure over the previous 18 months. “We’re not trading in our assets. We’re building on top of them,” he wrote. The letter also said Superplanet would be able to raise capital on its own and intended to favour structures that grow bitcoin per share.
Why Metaplanet is moving its own coins into a Nasdaq company
Simon Gerovich, Metaplanet’s chief executive, presented the deal in August as a way into the deepest capital market in the world, with Metaplanet putting in its own bitcoin, locking up its shares and backing the company with its balance sheet, as Decrypt summarised his remarks. Benchmark-StoneX analyst Mark Palmer, who calls Metaplanet “the Strategy of Japan”, said the deal stands out from recent shell-and-PIPE treasury deals because it is funded with Metaplanet’s own bitcoin, according to the same report.
A PIPE, or private investment in public equity, is the usual route for a new bitcoin treasury company: outside investors buy freshly issued shares, the company buys bitcoin with the cash, and those investors often sell once they can. Here no new money comes from outside at closing. The 2,100 coins are about 4.8% of Metaplanet’s 44,000 BTC, and because Superplanet will be a consolidated subsidiary, they stay inside the group’s total. Super League’s announcement presents the result as one platform spanning Nasdaq and the Tokyo Stock Exchange, “compounding a single group-level Bitcoin position.”
The reasoning only works if each platform can grow its bitcoin per share, the measure treasury companies now live by. Superplanet plans to publish its own bitcoin-per-share figures after closing, Decrypt reported. That number has become harder to move: Strive bought 4,045 bitcoin last week and ended with the same bitcoin per share it started with.
Metaplanet was the third-largest listed holder of bitcoin behind Strategy and Twenty One Capital when the deal was announced, according to The Block, with about 43,000 BTC at the time. It has since reached 44,000, far from the 100,000 it had set as a target for the end of 2026.
Metaplanet’s squeeze at home: loans above its own limit and an MSCI deadline
The US vehicle arrives at an awkward time for treasury companies. Their shares used to trade far above the value of the bitcoin they hold, a ratio known as mNAV: the company’s market capitalisation divided by the value of its coins. Metaplanet’s mNAV peaked at 10.33 on 13 February 2025 and fell to 0.88 on 17 October 2025, The Block reported at the time. We could not find a current figure, and we do not state one.
On 13 October, Metaplanet announced about 52 billion yen (roughly $330 million) of zero-coupon euro-yen convertible bonds due 2031, as crypto.news and Cointelegraph reported from the company’s notice. About 23.6 billion yen is earmarked to repay bitcoin-backed loans and up to about 28.3 billion yen to buy back its own shares. The notice says the money will not fund bitcoin purchases. According to crypto.news, Metaplanet had borrowed about $650 million against its bitcoin at the end of September, about 17.7% of the coins’ value, while its own policy says such borrowing should generally stay below 10%.
Index pressure is the other front. MSCI decided this month that companies it classes as “non-operating” will be ineligible for its global investable indexes from the close of 30 November, and its simulation flagged Metaplanet and Strategy for deletion, as we covered in our piece on the MSCI exclusion rule. The binding list is due on 11 November. In the US, Strategy’s STRC preferred slipped below its buyback band last week, a sign of how the funding tools of the sector are being tested.
Superplanet keeps an advertising business, so in principle it is not a pure holding vehicle. Whether that would make a difference under MSCI’s test has not been tested, and no source we found has discussed it.
What the filings do not say yet
Several points remain open after the vote, and the companies have not addressed them publicly.
- The exact closing date. The only guidance is the fourth quarter of 2026, subject to customary conditions, including the required Nasdaq filings for the new name and ticker.
- The make-up of Superplanet’s board after closing and the terms of the Stockholder Rights Agreement, which will only be signed at closing.
- The vote thresholds for proposals 2 and 3 and the number of shares entitled to vote, which are in the 25 September proxy rather than the 8-K.
- Whether the 2,100 BTC have moved. We found no on-chain evidence, and the press release says only that the coins will arrive in kind at closing.
Next dates: MSCI’s list on 11 November, closing before year-end
The next fixed date is not Super League’s. MSCI publishes its binding list of affected companies on 11 November, and the exclusions take effect at the close of 30 November. The closing of the Super League deal is expected before the end of the year. From then on, the SUPA ticker replaces SLE, Metaplanet’s five-year lock-up starts to run, and its 24-month window to put up to $210 million more into Superplanet opens.
Metaplanet’s cheapest warrants, at $3.00 a share, are already below SLE’s $4.80 close on 19 October. The dearest tranche, at $33.50, sits at about seven times that price.