Super League shareholders approve Metaplanet's 2,100 BTC deal ahead of Superplanet rebrand
In brief
- Super League shareholders approved every proposal at the Oct. 16 annual meeting, per an Oct. 19 SEC filing.
- Metaplanet will contribute 2,100 BTC and $2.5 million for 44.86 million shares at $3 each.
- Metaplanet would own about 93.7% at closing, according to an estimate from Dylan LeClair.
- Warrants could bring in about $3.38 billion, but only if they're exercised.
- Closing is expected in Q4 2026, when the company will be renamed Superplanet (SUPA).
What Metaplanet is putting in
Under the agreement, Metaplanet will contribute 2,100 BTC and $2.5 million in cash for 44.86 million newly issued common shares priced at $3 each. CryptoSlate valued that Bitcoin at about $170 million as of Oct. 16, up from $132.1 million when the agreement was priced in August.
The share count didn't change. Metaplanet still gets the same 44.86 million shares, even though the BTC it's handing over is now worth more in dollars.
The approvals included issuing up to 435.9 million common shares under agreements with Metaplanet and investment firm Evo Fund. The principal issuance proposal passed with 1.06 million votes in favor and 25,314 against. Dylan LeClair, Metaplanet's Director of Bitcoin Strategy, estimated the company would own about 93.7% at closing, based on Super League's Sept. 29 share count.
Control, lock-ups and the warrant math
Metaplanet will also receive 100 shares of convertible Strategic Alliance Preferred Stock, which come with approval rights over major corporate decisions (mergers, charter amendments and changes of control among them). It'll appoint five of Superplanet's nine board members, and its common shares, including any from future warrant exercises, will be locked up for five years, with certain exceptions.
The deal also gives Metaplanet ten-year warrants to buy another 381 million common shares in four tranches: 210 million at $3, 100 million at $10, 50 million at $21 and 21 million at $33.50. Fully exercised at those initial prices, they'd provide Superplanet with about $3.38 billion in additional capital.
None of that money is committed.
Proceeds depend on future exercises, and the higher strike prices would need large stock gains before exercising them makes sense.
The preferred-stock playbook
Shareholders approved charter changes that raise Super League's authorized preferred shares tenfold, from 10 million to 100 million. LeClair said Superplanet plans to make senior preferred-stock issuance its main way to increase Bitcoin per share. Metaplanet also keeps a 24-month right to invest up to $210 million through Junior Liquidity Support Preferred Stock, which would rank behind any future senior preferred securities.
Metaplanet CEO Simon Gerovich said the expansion would advance the company's goal of becoming a global Bitcoin-native financial platform.
The transaction is expected to close in the fourth quarter of 2026, subject to remaining requirements that include Nasdaq-related filings. If it does, Super League will become Superplanet and trade under the ticker SUPA.
Frequently asked questions
What will Metaplanet get in exchange for its 2,100 BTC?
Metaplanet will contribute 2,100 BTC and $2.5 million in cash for 44.86 million newly issued Super League common shares priced at $3 each. It will also receive 100 shares of convertible Strategic Alliance Preferred Stock with approval rights over major corporate decisions, and it will appoint five of the nine board members.
Is the $3.38 billion in warrant proceeds guaranteed?
No. The roughly $3.38 billion figure assumes Metaplanet fully exercises ten-year warrants for 381 million shares at their initial prices. Those proceeds depend on future exercises, and the higher strike prices would need large stock gains to make exercising them worthwhile.
When will Super League become Superplanet?
The transaction is expected to close in the fourth quarter of 2026, subject to remaining requirements including Nasdaq-related filings. Once it closes, Super League will become Superplanet and trade under the ticker SUPA.
