Shareholders of Super League, a Nasdaq-listed gaming and digital media company, have approved a transaction that will give Japanese Bitcoin treasury firm Metaplanet a 93.7% ownership stake, clearing the way for Metaplanet to extend its treasury model into US capital markets through a publicly traded Bitcoin treasury company. The vote was a key procedural step for an arrangement that pairs a Japan-based Bitcoin accumulator with a Nasdaq-listed company it will control.

According to a Monday announcement and a filing with the US Securities and Exchange Commission (SEC), shareholders approved the issuance of as many as 435.9 million common shares under agreements involving Metaplanet and Evo Fund. In exchange for contributing 2,100 Bitcoin (BTC) and $2.5 million in cash, Metaplanet will receive 44.86 million common shares, 100 shares of convertible perpetual preferred stock carrying governance rights, and 10-year warrants for additional common stock.

The transaction gives Metaplanet control over the company, including the ability to designate a majority of its board and approve major corporate decisions. Metaplanet's common shares will be subject to a five-year lock-up, a provision under which the shares cannot be sold during that period.

As part of the deal, Super League plans to rebrand as Superplanet and adopt the Nasdaq ticker SUPA, with a strategy focused on increasing its Bitcoin holdings per share, a metric that tracks how much Bitcoin stands behind each outstanding share. Rather than relying primarily on debt, Superplanet intends to finance additional Bitcoin purchases through senior, non-convertible perpetual preferred shares, a structure that raises capital without adding conventional borrowings. Metaplanet will also have the option to invest up to $210 million in junior preferred stock to provide additional financial support.

Details of the transaction were highlighted by Dylan LeClair, Metaplanet's director of Bitcoin strategy, in a post on X.

The deal comes as Metaplanet continues to expand its Bitcoin holdings. The company has accumulated 44,000 BTC, making it the second-largest publicly traded corporate Bitcoin holder behind Strategy, according to industry data. Control of a US-listed company adds a dollar-based channel for that accumulation alongside its existing operations in Japan.

Metaplanet looks to US markets to finance Bitcoin purchases

The arrangement would enable Metaplanet to raise capital in US dollars through preferred stock offerings, complementing its existing yen-denominated financing in Japan — a relevant option for Bitcoin purchases, an asset priced in US dollars. In an Oct. 15 SEC filing, Super League said the US market for preferred securities issued by Bitcoin treasury companies has grown large enough to support new entrants. The proposed financing structure would provide another source of for Bitcoin purchases without relying primarily on conventional debt.

The expansion comes as Metaplanet revises its broader investment strategy. Earlier this month, the company proposed allocating up to 15% of its total assets for strategic investments to help finance Bitcoin purchases and dividend payments. With the vote secured, the milestones still ahead include the Superplanet rebrand and SUPA ticker change, the seating of a Metaplanet-controlled board, and any decision on the $210 million junior preferred option.