Super League Gaming (SLGG) Proxy filing summary

Executive summary

• Stockholders are being asked to approve the issuance of up to 435,859,500 shares of common stock in connection with the Metaplanet and Evo transactions, which will result in a change of control and make Metaplanet the majority stockholder, owning up to 99.5% on a fully diluted basis.

• The Metaplanet transaction involves a $2,500,000 cash investment and 2,100 Bitcoin, with the aim to establish a Bitcoin treasury and diversify revenue through digital asset initiatives.

• The board unanimously recommends voting in favor of all proposals, including amendments to the certificate of incorporation, equity incentive plan, and ratification of the auditor.

Voting matters and shareholder proposals

• Proposals include re-electing two Class III directors, approving the share issuance, amending the certificate of incorporation, advisory charter proposals, amending the 2025 equity plan, ratifying the auditor, and potential adjournment to solicit more votes.

• Advisory charter proposals cover a name change, increases in authorized shares, restrictions on special meetings, opting out of Section 203 of the DGCL, waivers of corporate opportunities, exclusive forum provisions, and board declassification.

• Approval of the share issuance is required under Nasdaq rules and is a prerequisite for other proposals.

Board of directors and corporate governance

• Upon closing, the board will expand to nine members: five designated by Metaplanet, three nominated by the company and approved by Metaplanet, and the CEO.

• At least three directors will be independent and qualified for the audit committee.

• The board will be declassified, and Metaplanet will have significant designation and nomination rights as long as it holds Strategic Alliance Preferred Stock.