Japan's bitcoin treasury firm Metaplanet is seeking to secure management control of Nasdaq-listed Super League by putting in 2,100 bitcoin.

Cointelegraph reported on Oct. 19 that Super League shareholders approved a proposal that would allow Metaplanet to secure a 93.7% stake.

The core of the deal is Metaplanet's entry into U.S. capital markets. Metaplanet, which has continued to raise funds in yen, plans to secure a structure through a listed company and then raise money for additional bitcoin purchases by issuing dollar-based preferred shares.

Super League can issue up to 435.9 million common shares under contracts related to Metaplanet and Evo Fund, according to U.S. Securities and Exchange Commission filings. Metaplanet will contribute 2,100 bitcoin and $2.5 million in cash. In return, it will receive 44.86 million common shares, 100 shares of convertible perpetual preferred stock with voting rights, and 10-year warrants to buy additional common shares.

Once the deal is completed, Metaplanet will have control of the company, including the right to nominate a majority of board members and approve key corporate decisions. The common shares Metaplanet receives will be subject to a five-year lock-up.

After the deal, Super League plans to change its name to Superplanet and its Nasdaq ticker to "SUPA". The company strategy will also be reorganised to focus on increasing bitcoin holdings per share. Super League previously said the preferred stock market issued by bitcoin treasury firms in the U.S. has grown large enough to accommodate new entrants. It also said the proposed funding structure would be a way to secure funds to buy bitcoin without relying on existing debt.

Superplanet plans to finance bitcoin purchases mainly by issuing senior, non-convertible perpetual preferred stock rather than through regular borrowing. It will also secure an option to make an additional investment of up to $210 million in junior preferred stock if needed.

Metaplanet has also continued to expand its bitcoin holdings. The company currently holds 44,000 bitcoin and, based on industry data, has the second-largest bitcoin holdings among listed companies after Strategy. The deal is seen as a move to diversify fundraising currencies as well as to increase holdings. Metaplanet will be able to raise funds in the U.S. through dollar-denominated preferred stock issuance while also maintaining its yen-based fundraising structure in Japan.

Metaplanet also proposed earlier this month allocating up to 15 percent of total assets to strategic investments. The Super League deal is linked as a follow-up step to expand that capital management strategy into the U.S. market.

Super League stockholders have approved every proposal at last week's annual meeting, including: ✅ Issuance of common stock and warrants to Metaplanet ✅ Name change to Superplanet, Inc. ($SLE -> $SUPA) ✅ Increase in authorized preferred shares from 10m to 100m At closing, Metaplanet will contribute 2,100 BTC + $2.5m USD in exchange for 44.86m common shares, 100 shares of Strategic Alliance Preferred Stock, and common stock warrants representing up to ~$3.4b of potential equity capital. Based on the ~3.0m Super League shares outstanding as of September 29, Metaplanet would own ~93.7% of Superplanet's common stock at closing. All shares to be held by Metaplanet are subject to a five-year lock-up. The Strategic Alliance Preferred carries no preferred dividend or liquidation preference; its purpose is governance. While Metaplanet holds it, Metaplanet's consent is required for charter amendments, mergers or changes of control, and designation of a board majority. As outlined in the proxy, Superplanet intends to grow BTC per share primarily by issuing senior, non-convertible perpetual preferred stock rather than debt. Metaplanet will also hold a 24-month right to subscribe for up to $210m of unlisted Junior Liquidity Support Preferred Stock. If issued, it would pay SOFR + 4.00 percent and rank junior to any senior preferred Superplanet may issue, allowing Metaplanet to provide subordinated capital in support of the balance sheet. A new chapter begins soon.