Super League Enterprise Inc

Proposal 2 asks stockholders to approve the issuance of as many as 435,859,500 shares of Common Stock under the Metaplanet and Evo subscription agreements. The issuance includes 44,859,400 closing shares to Metaplanet, shares underlying Metaplanet and Evo warrants, and shares issuable upon conversion of Strategic Alliance Preferred Stock. Management is seeking approval primarily to satisfy Nasdaq Listing Rules 5635(b) and 5635(d), which apply because the issuance exceeds 20% of the pre-transaction shares and creates a change of control. The vote is not formally an approval of the Metaplanet transaction or either subscription agreement, although failure to approve would prevent issuance of the transaction securities under the current deal terms. If completed, Metaplanet would own approximately 95.7% of outstanding Common Stock at closing and approximately 97.3% on a fully diluted basis. Existing stockholders would therefore experience substantial dilution and reduced influence, while Super League would become a Nasdaq controlled company. Management argues that the transaction would provide 2,100 Bitcoin and $2.5 million in cash, establish a Bitcoin treasury strategy, improve liquidity and capital-market access, and preserve the existing operating business. The Board also acknowledged significant risks, including Bitcoin volatility, execution uncertainty, lack of a fairness opinion, controlling-stockholder influence, and the possibility that the consideration could decline in value before closing. The Board unanimously recommends voting FOR the proposal because it believes the strategic and balance-sheet benefits outweigh those risks.

Proposal 3 asks stockholders to approve a Fourth Amended and Restated Certificate of Incorporation, conditioned on approval of Proposal 2. The charter would rename the company Superplanet, Inc. and increase authorized Common Stock from 750 million to 1 billion shares and Preferred Stock from 10 million to 100 million shares. It would restrict who may call special meetings and, after Metaplanet falls below the ownership threshold, eliminate stockholder action by written consent. The amendment would also opt the company out of DGCL Section 203 until that threshold date, facilitating business combinations with Metaplanet while it remains a controlling stockholder. It would renounce specified corporate opportunities for Metaplanet, its affiliates, and non-employee directors, subject to an exception for opportunities offered solely in a director or officer capacity. The charter would designate Delaware courts for specified internal-affairs matters and federal courts for Securities Act and federal securities-law claims, while also declassifying the Board. Management says the changes provide share capacity for the transaction, future financings, preferred-stock issuances, and strategic flexibility. The Board acknowledges that additional authorized shares could facilitate defensive issuances and make future takeovers more difficult, but says the amendment is appropriate to implement the transaction and support the post-closing strategy. The Board unanimously recommends voting FOR the charter amendment.

Proposal 4 presents seven advisory votes on material provisions of the proposed amended charter, assuming Proposal 2 is approved. Advisory Proposal A would change the corporate name to Superplanet, Inc., aligning the identity with the planned Bitcoin treasury strategy. Advisory Proposal B would expand authorized Common and Preferred Stock to support the transaction, future financing, preferred securities, acquisitions, and equity compensation. Advisory Proposal C would restrict special-meeting authority and eventually eliminate stockholder action by written consent after Metaplanet falls below 50% voting ownership. Advisory Proposal D would exempt the company from DGCL Section 203 until that ownership threshold, reducing statutory restrictions on combinations with an interested stockholder. Advisory Proposal E would waive corporate-opportunity restrictions and competition duties for Metaplanet affiliates and non-employee directors, potentially broadening conflicts and reducing the company’s access to opportunities. Advisory Proposal F would establish Delaware and federal forum-selection provisions, while Proposal G would declassify the Board and require annual director elections. The votes are non-binding and the transaction is not conditioned on approval of the advisory sub-proposals separately from the binding charter amendment. Management nevertheless recommends FOR each sub-proposal because the provisions are intended to implement the negotiated transaction and post-closing governance structure.

Proposal 5 asks stockholders to approve an amended and restated 2025 Omnibus Equity Incentive Plan, conditioned on approval of Proposal 2. The principal change would add 6,000,000 shares to the plan reserve, increasing the total authorization from 580,656 to 6,580,656 shares. Management says only 34,749 shares remained available as of August 17, 2026 and that additional capacity is needed for anticipated grants, hiring, retention, and ongoing equity compensation. The plan contemplates approximately 5,000,000 shares of promised awards for the CEO, CFO, and another non-executive employee, plus approximately $180,000 of aggregate annual RSU awards for non-employee directors. Other amendments would prohibit repricing without stockholder approval, impose a $200,000 annual non-employee-director compensation cap, clarify change-of-control treatment, and add Section 409A, clawback, insider-trading, and administrative provisions. The amended plan would generally eliminate single-trigger vesting when a successor assumes, substitutes, or continues awards, while accelerating awards if they are not assumed. The company reports a high recent equity run rate and substantial overhang, creating meaningful dilution concerns for existing stockholders. Management nevertheless argues that equity awards are essential to attract and retain personnel, align employees and directors with stockholders, and support the post-transaction strategy. The Board unanimously recommends voting FOR the proposal.

Proposal 7 asks stockholders to authorize an adjournment or postponement of the Annual Meeting if additional proxies are needed. The authority would apply if there is no quorum or if insufficient votes exist to approve the director election or Proposals 2 through 6. Management says an adjournment would provide time to solicit additional votes and could allow the company to reconvene the meeting without issuing a new notice when the delay is 30 days or less. The proposal could permit the company to continue soliciting even after proxies appear sufficient to defeat another proposal. This makes the measure a procedural tool that could affect the timing and outcome of the transaction-related votes. Broker non-votes would count toward quorum but would not count on the proposal, while abstentions would operate as votes against it. The Board is seeking the authority because approval of the share issuance, charter changes, equity plan, and other matters is central to the Metaplanet transaction. The adjournment proposal itself does not approve any substantive transaction or governance change. The Board unanimously recommends voting FOR the proposal.