Shareholders of Super League, a Nasdaq-listed gaming and digital media company, approved a deal that would give Japanese Bitcoin treasury firm Metaplanet a 93.7% ownership stake, paving the way for its expansion into US capital markets through a publicly traded Bitcoin treasury company.
According to a Monday announcement and 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. Metaplanet will contribute 2,100 Bitcoin (BTC) and $2.5 million in cash in exchange for 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 would give Metaplanet control over the company, including the ability to designate a majority of its board and approve major corporate decisions. Metaplanets common shares will be subject to a five-year lock-up.
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.
Rather than relying primarily on debt, Superplanet intends to finance additional Bitcoin purchases through senior, non-convertible perpetual preferred shares. Metaplanet will also have the option to invest up to $210 million in junior preferred stock to provide additional financial support.
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.
Related: Metaplanet to issue $329M convertible bonds to pay debt, fund share buybacks
Metaplanet looks to US markets to finance Bitcoin purchases
The deal would enable Metaplanet to raise capital in US dollars through preferred stock offerings, complementing its existing yen-denominated financing in Japan.
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 funding 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.
Related: Metaplanet CEO shuts down Bitcoin sale speculation after $322M transfer