Super League Enterprise stockholders approved every proposal tied to Metaplanet’s planned 2,100 bitcoin contribution at the company’s October 16 annual meeting. The vote does not move any bitcoin. It authorizes the share issuance and charter changes that a transaction of this structure requires, leaving Nasdaq filings and ordinary closing conditions as the remaining steps before an anticipated fourth-quarter close.
The binding item was Proposal No. 2, which approved issuing up to 435,859,500 common shares under Nasdaq Listing Rule 5635. The tally was 1,055,621 in favor, 25,314 against, and 19,343 abstaining, with 316,141 broker non-votes, according to the Form 8-K Super League filed with the SEC on October 19. Those shares would be issued under two subscription agreements dated August 18: one with Metaplanet Holdings, a Florida subsidiary, and one with Evo Fund, a Cayman Islands company.
Under the agreement, Metaplanet contributes 2,100 bitcoin plus $2.5 million in cash through Metaplanet Holdings. In exchange it receives 44,859,400 common shares priced at $3.00 apiece, 100 shares of convertible perpetual preferred stock, and ten-year warrants covering up to 381 million shares across four tranches with exercise prices rising from $3.00 to $33.50. Metaplanet also retains a 24-month right to subscribe for up to 2.1 million shares of junior preferred at a $100 stated value, a potential $210 million of additional capital.
The share count was deliberately frozen against bitcoin’s August 14 reference price on Coinbase, so the allocation no longer moves with the coin. The company’s press release values 2,100 bitcoin at roughly $132.1 million on that reference date, an implied price near $62,900 per coin; by the October 16 vote the same position was worth approximately $170.0 million. Fixing the share count shifts that price swing onto existing stockholders rather than reopening how many shares Metaplanet receives.
The governance items approved alongside the vote are the parts that matter operationally. Stockholders passed a waiver of Delaware’s Section 203 business-combination rule, a corporate-opportunities waiver for Metaplanet and its affiliates, a Delaware forum-selection clause, and a declassification of the board into a single annual class. They also gave advisory approval to renaming the company Superplanet, Inc., and to raising authorized shares from 750 million to 1 billion common and from 10 million to 100 million preferred. Together these provisions let a majority owner run the company without the usual takeover defenses.
The approval does not close the transaction. The companies must still complete required Nasdaq filings, and any objection to the new share structure or the SUPA listing would restart the timeline. In a separate Item 8.01 disclosure, Super League also reported buying two bitcoin on October 16 at an average of $81,444.82 each, an early treasury position ahead of the larger contribution. Until closing, Super League trades under SLE and the 2,100 bitcoin has not moved.
What the vote settles is governance, not valuation. After closing, Superplanet will run an advertising and media business alongside a bitcoin treasury seeded without open-market purchases, while Metaplanet sits behind a five-year lock-up on its shares. Whether the market prices Superplanet on its ad revenue, its bitcoin, or the optionality embedded in the warrants is a question only a live SUPA quote will answer.
Adapted from Super League Stockholders Approve Metaplanet’s 2,100 Bitcoin Investment, Clearing the Path to Superplanet.