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Super League Enterprise stockholders have approved the share issuance underpinning Metaplanet‘s investment, clearing the way for the Japanese Bitcoin treasury firm to take a 93.7% ownership stake in the Nasdaq-listed gaming and digital media company, Cointelegraph reported. The decisive item, Proposal No. 2, authorized up to 435,859,500 common shares under Nasdaq Listing Rule 5635 and passed 1,055,621 to 25,314, with 19,343 abstentions, according to Blockchainreporter’s account of the Form 8-K Super League filed with the SEC on October 19.
Key facts
- Metaplanet will contribute 2,100 BTC plus $2.5 million in cash through its U.S. subsidiary, Metaplanet Holdings, receiving 44,859,400 common shares at $3.00 per share, 100 shares of convertible perpetual preferred stock and ten-year warrants for up to 381 million shares.
- The stockholder vote took place at Super League’s 2026 annual meeting on October 16; excluding 316,141 broker non-votes, Blockchainreporter calculated approval at roughly 96% of shares actually voted.
- Metaplanet’s closing shares carry a five-year lock-up, and for 24 months after closing it can buy up to 2,100,000 shares of junior liquidity preferred stock at a $100 stated value, about $210 million of potential capital.
- Super League plans to rebrand as Superplanet, Inc. and adopt the Nasdaq ticker SUPA; the name-change advisory item drew 1,381,852 votes in favor.
- Metaplanet’s Bitcoin holdings stand at roughly 44,000 BTC, second among public companies behind Strategy, according to industry data cited by Cointelegraph.
What the vote did and did not settle
The October 16 meeting converted an August 18 definitive agreement between Super League and Metaplanet, Inc. (TSE: 3350) into an approved corporate action. It did not close the transaction. Stockholders consented to the share issuance and an amended certificate of incorporation; the Bitcoin itself has not moved, and Super League continues to trade under SLE. Blockchainreporter reported that the deal now moves to Nasdaq filings and customary closing conditions ahead of an anticipated fourth-quarter close, and that any Nasdaq objection to the new share structure or the SUPA listing would restart the timeline.
Also read: Strategy Falls 9.6% After MSCI Cuts, Sits on $5B Bitcoin Gain
Cointelegraph reported the transaction gives Metaplanet control of the company, including the ability to designate a majority of its board and approve major corporate decisions. Advisory charter items in the filing include a waiver of Delaware’s Section 203, a corporate-opportunities waiver for Metaplanet and its affiliates, a Delaware forum-selection clause and declassification of the board into a single annual class.
Fixed share count, moving Bitcoin value
The share count was fixed against Bitcoin’s closing price on Coinbase at 4:00 p.m. New York time on August 14, 2026, the reference date, and does not shift with the coin before closing. Blockchainreporter put 2,100 BTC at roughly $132.1 million on that date, an implied $62,905 per coin; by the October 16 vote the same coins were worth approximately $170.0 million at about $80,952 each, and near $162.4 million at Bitcoin’s price of about $77,319 on October 19. At $3.00 per share, the 44,859,400-share consideration is worth about $134.6 million on its own.
Also read: Metaplanet Shifts 10%-15% of Assets to Income Investing
Rather than leaning on debt, Superplanet intends to fund further Bitcoin purchases through senior, non-convertible perpetual preferred shares. Metaplanet also holds the option to invest up to $210 million in junior preferred stock. In an October 15 SEC filing, Super League said the U.S. market for preferred securities issued by Bitcoin treasury companies has grown large enough to support new entrants. Earlier this month, Metaplanet proposed allocating up to 15% of total assets to strategic investments to help finance Bitcoin purchases and dividend payments.
Matt Edelman, Super League’s chairman, chief executive and president, called the stockholder support a step toward redefining what the company can become. He said that if the transaction closes, the business would no longer be defined solely by its current scale, and would have a treasury seeded with 2,100 Bitcoin plus the long-term backing of one of the largest corporate Bitcoin holders globally, per Blockchainreporter.
Why it matters
The structure hands Metaplanet a U.S.-listed Bitcoin treasury vehicle alongside its Tokyo listing, giving it access to dollar-denominated preferred stock offerings that complement its yen financing in Japan. The 2,100 BTC earmarked for Super League is less than 5% of its roughly 44,000 BTC position, so the contribution reads as capital allocation inside a consolidated entity it will control rather than a sale. The five-year lock-up is the structural evidence behind that reading: Metaplanet cannot exit the position on a short horizon.
What to watch
Nasdaq filings and customary closing conditions now stand between the vote and a targeted fourth-quarter close, after which the company would trade as SUPA. Whether the market then values Superplanet on its advertising revenue, its 2,100-bitcoin treasury or the warrants that could hand Metaplanet up to 381 million additional shares will only become visible once the ticker starts trading.
This article is for information only and is not financial advice. Crypto asset markets are volatile and uncertain; readers should verify details independently.
Reported by cointelegraph.com.
Sources: Cointelegraph, Blockchainreporter