Metaplanet moved closer to establishing a US-listed Bitcoin treasury platform after Super League shareholders approved its proposed investment.
An Oct. 19 SEC filing showed shareholders approved every proposal at the company’s Oct. 16 annual meeting, clearing a major condition for the Japanese Bitcoin treasury firm’s planned takeover of the Nasdaq-listed advertising company.
The approvals included issuing 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. Dylan LeClair, Metaplanet’s Director of Bitcoin Strategy, estimated approximately 93.7% ownership at closing using Super League’s Sept. 29 share count.
The Bitcoin contribution was valued at approximately $170 million as of Oct. 16, up from $132.1 million when the agreement was priced in August. However, the number of shares Metaplanet will receive remains fixed despite the increase in Bitcoin’s dollar value.
Once completed, the transaction will transform Super League into Superplanet, trading under the ticker SUPA. The company will serve as Metaplanet’s US-listed Bitcoin treasury platform, providing access to American capital markets alongside its existing Japanese operations.
Metaplanet CEO Simon Gerovich said the expansion would advance the company’s ambition to become a global Bitcoin-native financial platform, with complementary operations in the US and Japan supporting international fundraising, capital allocation and Bitcoin-related financial products.
The transaction is expected to close in the fourth quarter of 2026, subject to remaining requirements, including Nasdaq-related filings.
Warrants could supply up to $3.38 billion
Shareholders approved charter changes that would increase Super League’s authorized preferred shares tenfold, from 10 million to 100 million, providing capacity to issue senior, non-convertible perpetual preferred securities.
The proposed model would allow Superplanet to raise dollar-denominated capital from investors seeking income while directing the proceeds toward increasing Bitcoin holdings per common share. Unlike debt, perpetual preferred stock generally carries no fixed repayment date, although dividend obligations would create recurring financing costs.
Dylan LeClair, Metaplanet’s Director of Bitcoin Strategy, said Superplanet intends to prioritize senior preferred-stock issuance as its principal vehicle for increasing Bitcoin per share.
Metaplanet will also receive 100 shares of convertible Strategic Alliance Preferred Stock carrying special governance rights. These securities have no preferential dividend or liquidation claim but give Metaplanet approval rights over major corporate decisions, including mergers, charter amendments, and changes of control.
Metaplanet will designate five of Superplanet’s nine board members, securing control over the company’s capital-allocation strategy. Its common shares, including those acquired through future warrant exercises, will be subject to a five-year lock-up, with certain exceptions.
The transaction also gives Metaplanet ten-year warrants to acquire another 381 million common shares through four tranches.
The first permits the purchase of 210 million shares at $3 each, followed by 100 million at $10, 50 million at $21, and 21 million at $33.50. Full exercise at those initial prices would provide Superplanet with approximately $3.38 billion in additional capital.
However, those proceeds depend on future exercises, and higher strike prices require substantial stock appreciation to make exercising the warrants 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 future senior preferred securities.
The junior securities would carry cumulative dividends at three-month SOFR plus four percentage points, allowing Metaplanet to provide subordinated capital that could strengthen Superplanet’s balance sheet and support the issuance of senior preferred shares to outside investors.
That arrangement could help Superplanet attract income-focused investors.
The proposed financing structure also introduces potential dilution from warrant exercises, while any senior preferred issuance would create additional dividend obligations that Superplanet must fund through its liquidity reserves, operating cash flow or subsequent fundraising.
Super League’s existing advertising and media activation operations will continue under Chief Executive Officer Matt Edelman. The company also disclosed that it independently purchased two BTC for approximately $162,890 on Oct. 16 as it explores holding the asset alongside cash.
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