Metaplanet Super League Deal: Holders Approve 2,100 BTC Swap

Super League stockholders have cleared every item tied to Metaplanet's bitcoin investment. The Metaplanet Super League deal moved closer to closing after an October 16 vote, the company said in an October 19 release. Metaplanet will hand over 2,100 BTC plus $2.5 million in cash, and it receives newly issued stock in return.

Super League filed the results with the SEC the same day. It describes itself as a business that connects brands with a global gaming audience of 3.3 billion people. The Nasdaq-listed company plans a new name once the trade completes, Superplanet, Inc., with the ticker SUPA. Matt Edelman stays on as chief executive, and the advertising and media business remains a separate segment.

Terms from the press release. Source: Super League's October 19 release, Exhibit 99.1 to its 8-K.

What Metaplanet gets for 2,100 BTC

The release puts a dollar figure on the bitcoin. It gives about $132.1 million for August 14, the reference date in the agreement. By October 16 the same coins were worth about $170.0 million, the company says. Those two totals imply roughly $62,900 per coin then and $81,000 now, by our arithmetic.

Metaplanet receives 44,859,400 common shares at $3.00 each. That is about $134.6 million, which matches the bitcoin value plus the cash. The share count was fixed on the August reference price, so a later move in bitcoin does not change it.

The package carries more than common stock. Metaplanet also gets 100 shares of convertible perpetual preferred stock with governance and voting rights. It also holds ten-year warrants for up to 381,000,000 shares, in four tranches with strikes rising from $3.00 to $33.50.

Two more rights built into the agreement

For 24 months after closing, Metaplanet may subscribe for up to 2,100,000 shares of junior liquidity preferred stock. Each carries a stated value of $100, so the full amount would add up to $210.0 million.

All shares issued at closing, and any from the warrants or the preferred, sit under a five-year lock-up. A few exceptions apply. The company says the arrangement reflects a commitment measured in years.

Vote totals on the stock issuance, from the 8-K. Source: Super League's Form 8-K.

How the vote came out

The Nasdaq rule 5635 proposal passed with 1,055,621 votes for and 25,314 against. Another 19,343 holders abstained, and there were 316,141 broker non-votes. The proposal covers up to 435,859,500 shares across two subscription agreements, one with Metaplanet and one with Evo Fund.

The new charter drew 1,069,071 votes in favor. It lifts authorized common stock from 750 million to 1 billion shares. It also removes the classified board and waives Delaware's Section 203 until Metaplanet's ownership falls below fifty percent.

Closing of the Metaplanet Super League transaction is expected in the fourth quarter of 2026, once required Nasdaq filings are complete. Until then the bitcoin stays with Metaplanet. Super League also reports it bought two bitcoin on October 16 at an average of $81,444.82. Metaplanet's earlier financing steps are in our look at its convertible bond issue.

This article summarizes filings and carries no buy or sell call on any stock or coin.