Shareholders of Super League, a Nasdaq-listed gaming and digital media company, approved a deal that would give Japan-based Bitcoin treasury firm Metaplanet a 93.7% ownership stake. The transaction would enable Metaplanet to expand into US capital markets through a publicly traded Bitcoin treasury company.
A Monday announcement and filing with the US Securities and Exchange Commission (SEC) said shareholders approved issuing as many as 435.9 million common shares. The issuance falls under agreements involving Metaplanet and Evo Fund. Metaplanet will contribute 2,100 Bitcoin (BTC) and $2.5 million in cash in exchange for 44.86 million common shares. Metaplanet will also receive 100 shares of convertible perpetual preferred stock carrying governance rights and 10-year warrants for additional common stock.
The transaction would give Metaplanet control over Super League, including the ability to designate a majority of Super League's board and approve major corporate decisions. Metaplanet's common shares will be subject to a five-year lock-up. Super League plans to rebrand as Superplanet and adopt the Nasdaq ticker SUPA. Superplanet's strategy will focus on increasing Bitcoin holdings per share.
Superplanet intends to finance additional Bitcoin purchases through senior, non-convertible perpetual preferred shares rather than relying primarily on debt. Metaplanet will also have the option to invest up to $210 million in junior preferred stock to provide additional financial support. The deal would enable Metaplanet to raise capital in US dollars through preferred stock offerings, complementing Metaplanet's existing yen-denominated financing in Japan.
Super League said in an Oct. 15 SEC filing that the US market for preferred securities issued by Bitcoin treasury companies can support new entrants. The proposed financing structure would provide another funding source for Bitcoin purchases without relying primarily on conventional debt.
Metaplanet has accumulated 44,000 BTC. Industry data ranks Metaplanet as the second-largest publicly traded corporate Bitcoin holder behind Strategy. Earlier this month, Metaplanet proposed allocating up to 15% of total assets to strategic investments to help finance Bitcoin purchases and dividend payments.