Super League Gaming (SLGG) Proxy filing summary

Executive summary

• Metaplanet will invest 2,100 Bitcoin (approx. $132.1M) and $2.5M cash in exchange for 44,859,400 shares of common stock, preferred stock, and warrants, making it the controlling shareholder with about 95.7% ownership post-closing.

• The company will be renamed “Superplanet, Inc.” and serve as Metaplanet’s U.S. Bitcoin treasury platform, consolidating Bitcoin holdings across Nasdaq and Tokyo Stock Exchange.

• The transaction is structured as a private placement, not a reverse takeover or SPAC, and is expected to close in Q4 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholder approval is required for the transaction, including the issuance of new shares and amendments to the certificate of incorporation.

• The board unanimously recommends approval of the transaction and related proposals.

• The proxy statement will be filed with the SEC and distributed to shareholders for voting.

Board of directors and corporate governance

• The board will expand to nine directors: five designated by Metaplanet (including the chair), four continuing directors, and the CEO.

• Metaplanet’s preferred stock grants it the right to designate a majority of the board and significant consent rights over major corporate actions.

• The company will become a “controlled company” under Nasdaq rules.