A Nasdaq ticker, bought with Bitcoin instead of cash

Metaplanet just paid for a US stock market listing with the one asset it has the most of: Bitcoin. Shareholders of Super League Enterprise, a Nasdaq-listed gaming and digital media company, voted at their October 16 annual meeting to approve a deal that hands the Japanese Bitcoin treasury firm a 93.7% stake in exchange for 2,100 BTC and $2.5 million in cash, according to a filing with the US Securities and Exchange Commission disclosed Monday. The approval does not close the deal, but it clears the main internal hurdle standing between Metaplanet and direct access to US capital markets.

Key Takeaways

  • Super League shareholders approved all proposals tied to Metaplanet’s planned investment of 2,100 BTC and $2.5 million in cash, announced in August and voted on October 16.
  • Metaplanet receives 44,859,400 common shares at $3.00 each, 100 shares of convertible perpetual preferred stock with governance rights, and 10-year warrants for up to 381,000,000 additional shares at prices stepping from $3.00 to $33.50.
  • Super League will be renamed Superplanet, Inc. and trade under ticker SUPA, with Matt Edelman staying on as CEO and the advertising business continuing as a separate segment.
  • Metaplanet agreed to a five-year lock-up on its shares; the deal is expected to close in the fourth quarter of 2026, pending Nasdaq filings and other closing conditions.

What shareholders actually approved

The vote authorized the issuance of as many as 435.9 million common shares under agreements involving Metaplanet and Evo Fund, according to the filing cited by Cointelegraph. Stockholders also approved raising Super League’s authorized preferred share count from 10 million to 100 million, per Bitcoin Magazine’s account of the meeting summary.

In return for its 2,100 BTC and cash contribution, made through its US subsidiary Metaplanet Holdings, Metaplanet will receive 44,859,400 common shares priced at $3.00 each, 100 shares of convertible perpetual preferred stock carrying governance and voting rights, and 10-year warrants to buy up to 381,000,000 more shares across four tranches, with exercise prices climbing from $3.00 to $33.50, according to Super League’s press release. For 24 months after closing, Metaplanet also has the right to buy up to 2,100,000 shares of non-convertible junior liquidity preferred stock at $100 per share, putting as much as $210 million more into the company if it chooses.

That structure gives Metaplanet control of the board and major corporate decisions, but it comes with a cost to liquidity: all of the common shares issued at closing, plus anything from warrant exercises or preferred conversion, are locked up for five years, Super League said.

Why Metaplanet wants a US listing badly enough to pay in Bitcoin

The point of the deal, for Metaplanet, is financing flexibility. Rather than leaning on debt, the newly renamed Superplanet intends to fund future Bitcoin purchases through senior, non-convertible perpetual preferred shares sold to US investors, a dollar-denominated complement to Metaplanet’s existing yen financing in Japan, Cointelegraph reported. In an October 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.

Metaplanet CEO Simon Gerovich framed the vote as a structural step rather than a finish line. “Super League stockholders have voted to approve the proposed Metaplanet transaction, an important step in our transformation from a Bitcoin treasury company into a global Bitcoin-native financial platform,” he wrote on X, as quoted by Bitcoin Magazine. “Upon close, Superplanet will be our U.S.-listed Bitcoin treasury platform, providing direct access to U.S. capital markets and greater flexibility to opportunistically raise capital.”

Super League CEO Matt Edelman, who stays on to run the business, cast the approval in similar terms: “I’m deeply grateful to our stockholders for their support. Their approval brings us one step closer to redefining what this company can become,” he said, according to the company’s release. “If the transaction closes, we would no longer be defined solely by our current scale.”

Super League’s existing advertising and media activation business, which the company says connects brands with a 3.3 billion-person global gaming population, continues as a distinct operating segment rather than being wound down, per the press release.

The Bitcoin arrives in kind, and its value has already moved

Because Metaplanet is contributing Bitcoin directly rather than cash to be used for purchases, Superplanet’s treasury is established without the company having to source or time an open-market buy, Super League said. The 2,100 BTC was valued at approximately $132.1 million using Bitcoin’s closing price on Coinbase on August 14, 2026, the reference date set in the agreement. By October 16, 2026, that same Bitcoin was worth approximately $170.0 million, Super League said, while cautioning that Bitcoin’s price is volatile and will keep fluctuating. The number of shares Metaplanet receives was fixed at the August reference price and does not change with Bitcoin’s price before closing.

Coverage differs slightly on the scale of Metaplanet’s existing Bitcoin position. Cointelegraph put its holdings at 44,000 BTC, calling it the second-largest publicly traded corporate Bitcoin holder behind Strategy. Bitcoin Magazine reported 43,000 BTC as of August 18 and described Metaplanet as the third-largest corporate holder at that time. Neither figure is disputed as inaccurate in the brief; they simply reflect different count dates and rankings cited by each outlet.

What to Watch

The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including required filings with the Nasdaq Capital Market, according to both Super League’s release and Bitcoin Magazine. Once closed, the renamed Superplanet would operate alongside Metaplanet’s Tokyo Stock Exchange listing as a second, dollar-denominated Bitcoin treasury platform under the same group.

Sources