Super League Issues Letter to Stockholders on Metaplanet Transaction

What the company announced

Super League issued a letter from Chairman and CEO Matt Edelman describing the proposed Metaplanet Transaction announced on August 18, 2026 and the rationale the company is presenting to stockholders. The letter states that, if approved by stockholders at the 2026 Annual Meeting on October 16, 2026 and if other closing conditions are satisfied, Super League would remain Nasdaq-listed while becoming controlled by Metaplanet Inc., a Tokyo Stock Exchange-listed company. Management says the combined company would be renamed Superplanet, Inc. and would operate a gaming media and advertising business alongside a new Bitcoin treasury business seeded by Metaplanet’s contribution.

Sources: S1

Transaction structure and commitments

The letter describes specific contributions and commitments by Metaplanet, including a stated contribution of Bitcoin, a five-year lock-up of shares received at closing and potential additional securities and warrants referenced in the definitive proxy statement. Super League highlights that Metaplanet would be the Company’s controlling stockholder following closing and that the transaction includes warrants and other investment rights that could provide additional capital if exercised.

Sources: S1

Why management supports adding a Bitcoin treasury

Management explains its view that Bitcoin offers long-term properties as a store of value and presents the Metaplanet partnership as bringing experience in stewarding a large corporate Bitcoin treasury. The letter acknowledges Bitcoin price volatility and notes that the transaction would add an additional business engine to run in parallel with Super League’s existing advertising operations, which management says will continue with continuity of management, employees, customers and brand partners.

Sources: S1

Valuation notes cited in the letter and business continuity

The letter cites the amount of Bitcoin to be contributed and quoted values at two dated market prices as context for the size of the contribution. Management emphasizes that the transaction is not a pivot away from the existing operating business and that the company would pursue capital-raising and other strategic actions after closing as appropriate to grow Bitcoin per share and the combined business.

Sources: S1

Stockholder vote and disclosures

The company states that its definitive proxy statement was filed with the SEC on September 25, 2026 and that stockholder approval at the Annual Meeting on October 16, 2026 is required. The letter directs stockholders to the proxy materials and provides proxy solicitor contact information for voting assistance.

Sources: S1

What remains uncertain

• All forward-looking descriptions and characterizations of future ownership, capital-raising, potential warrant exercises, projected value outcomes, and the company’s post-closing strategy are issuer forward-looking statements in the source and remain subject to stockholder approval, satisfaction of closing conditions, market movements, and other risks described in the definitive proxy statement and filings. The press release is a company communication and is not independent verification of outcomes.