Super League Enterprise, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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September 25, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Super League Enterprise, Inc., a Delaware corporation (“Super League” or the “Company”), to be held at 10:00 a.m., Pacific Daylight Time, on October 16, 2026. In addition to certain routine matters, including electing two (2) Class III directors to our Board of Directors (the “Super League Board”) and ratifying the appointment of WithumSmith+Brown, PC, our registered public accounting firm, we are asking our stockholders to approve the issuance of a total of up to 435,859,500 shares of our common stock, par value $0.001 per share (“Common Stock,” and such issuance, the “Share Issuance”), pursuant to (A) that certain Subscription Agreement, dated as of August 18, 2026 (as amended, restated or otherwise modified from time to time, the “Metaplanet Subscription Agreement”), by and between Super League and Metaplanet Holdings, Inc., a Florida corporation (“Metaplanet”) and a wholly owned subsidiary of Metaplanet, Inc., a corporation formed under the laws of Japan (“Metaplanet Parent”), and (B) that certain Subscription Agreement, dated as of August 18, 2026 (the “Evo Subscription Agreement,” and collectively with the Metaplanet Subscription Agreement, the “Subscription Agreements”), by and between Super League and Evo Fund, a Cayman Islands exempted company (“Evo”). The entry into the Subscription Agreements was previously announced by Super League on August 18, 2026. The transactions contemplated by the Subscription Agreements are referred to herein as the “Metaplanet Transaction,” and the proposal to approve the Share Issuance is referred to herein as the “Share Issuance Proposal.” A copy of each of the Metaplanet Subscription Agreement and the Evo Subscription Agreement is attached to the accompanying proxy statement (the “Proxy Statement”) as Annex A and Annex B respectively.

Should the Share Issuance Proposal be approved, then upon the consummation of the Metaplanet Transaction (the “Closing”), (i) the Share Issuance will result in a “change of control” of Super League under Nasdaq rules, (ii) Metaplanet will become the majority stockholder of Super League, owning (A) 44,859,400 shares of Common Stock, or approximately 95.7% of Super League’s issued and outstanding Common Stock, without giving effect to the exercise of certain common stock purchase warrants issued to Metaplanet in the Metaplanet Transaction, in the form attached to this Proxy Statement as Annex D (the “Metaplanet Warrants”), and the conversion of one hundred (100) shares of Super League’s convertible, perpetual preferred stock, par value $0.001 per share (the “Strategic Alliance Preferred Stock”), into one hundred (100) shares of Common Stock, and (B) 425,859,500 shares of Common Stock, or approximately 97.3% of Super League’s issued and outstanding Common Stock on a fully diluted basis (assuming full exercise of the Metaplanet Warrants and the Evo Warrants and full conversion of the one hundred (100) shares of Strategic Alliance Preferred Stock into one hundred (100) shares of Common Stock), in each case, measured as of August 17, 2026 (the “Record Date”), (iii) Metaplanet will have certain designation and nomination rights with respect to the Super League Board, which will result in the Super League Board being comprised of a majority of directors designated or nominated for election by Metaplanet, (iv) Super League will become a “controlled company” under Nasdaq rules, and (v) assuming full exercise of certain common stock purchase warrants issued to Evo in the Metaplanet Transaction, in the form attached to this Proxy Statement as Annex E (the “Evo Warrants”), Evo will own 10,188,726 shares of Common Stock, or approximately 2.3% of Super League’s issued and outstanding Common Stock on a fully diluted basis. For more information on the Metaplanet Warrants and Evo Warrants, see page 63.

For purposes of this Proxy Statement, unless the context otherwise requires, percentages and share numbers presented on a “fully diluted basis” are calculated using the denominator of 437,857,073 shares of Common Stock, which such number (i) includes shares of Common Stock outstanding as of the Record Date, totaling 1,997,573 shares, (ii) assumes full exercise of the Metaplanet Warrants and the Evo Warrants and full conversion of the Strategic Alliance Preferred Stock (resulting in an aggregate of 435,859,500 shares of Common Stock), and (iii) excludes the impact of all pre-funded common stock purchase warrants, other common stock purchase warrants, and equity awards issued under the Super League 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) that are outstanding as of the Record Date, including the exercise of the 646,441 pre-funded common stock warrants and 1,250,001 common stock purchase warrants held by Evo and its affiliates as of the Record Date (collectively, the “Existing Evo Warrants”).

We believe that the Metaplanet Transaction will pair Metaplanet’s disciplined Bitcoin treasury model with Super League’s gaming-native audience and brand-partnership platform, anchored by an initial Bitcoin commitment to Super League’s balance sheet intended to serve as a long-term strategic reserve for the convergence of digital assets and digital culture. In addition, revenue diversification will be realized through Metaplanet’s Bitcoin income generation platform as well as the opportunity to launch financial and other products within the Bitcoin economy.

Please note: we are asking our stockholders to approve the Share Issuance to comply with Listing Rule 5635 of the Nasdaq Stock Market, and we are not asking our stockholders to approve the Metaplanet Transaction, the Metaplanet Subscription Agreement, or the Evo Subscription Agreement.

In addition, you will be asked to consider and vote on proposals to:

(i) approve and adopt, assuming the Share Issuance Proposal is approved and adopted, the Fourth Amended and Restated Certificate of Incorporation of Super League (the “Amended Charter”), a copy of which is attached to the accompanying Proxy Statement as Annex J-1, in order to facilitate the transactions contemplated by the Metaplanet Subscription Agreement, which, if approved, would be filed with the Secretary of State of the State of Delaware upon the consummation of the Metaplanet Transaction (the “Charter Amendment Proposal”);

(ii) approve and adopt, on a non-binding advisory basis, assuming the Share Issuance Proposal is approved and adopted, certain differences between Super League’s current certificate of incorporation (as amended and restated through the date of the accompanying Proxy Statement, the “Charter”) and the Amended Charter, a copy of which is attached to the accompanying Proxy Statement as Annex J-2 with changes marked to show the amendments to the Charter, which are being presented separately, in accordance with the requirements of the United States Securities and Exchange Commission, as seven (7) sub-proposals (the “Advisory Charter Proposals”):

(iii) the amendment and restatement of the Super League 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of Common Stock available for issuance under the 2025 Plan and to make certain other amendments consistent with good governance practice or applicable law, in the form as attached to this Proxy Statement as Annex M (the “Amended and Restated 2025 Plan,” and the proposal to approve the Amended and Restated 2025 Plan, the “2025 Plan Proposal”). If approved, the Amended and Restated 2025 Plan will enable us to continue to utilize the 2025 Plan to grant equity compensation as a way to align the interests of our employees, individual consultants and directors with those of our stockholders. Details of the Share Issuance Proposal, the Charter Amendment Proposal, the 2025 Plan Proposal and all other matters to be considered at the Annual Meeting are included in the Proxy Statement.

The Annual Meeting will be held via the Internet in a virtual format. Stockholders will be able to attend and submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/SuperLeague2026. During the Annual Meeting until polls are closed, you may vote by logging into the Annual Meeting using your stockholder information provided on the proxy card accompanying the Proxy Statement.

Details of the business to be conducted at the Annual Meeting are described in the Proxy Statement. We will begin mailing the Proxy Statement and all other related materials on or about September 25, 2026. We have also made a copy of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) available with the Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

Your vote is important, regardless of the number of shares you hold. Even if you do not plan to attend the Annual Meeting,please vote your shares as promptly as possible. Voting promptly will save Super League additional expense in soliciting proxies and will ensure that your shares are represented at the Annual Meeting.

We look forward to your participation in the Annual Meeting by attending virtually or by submitting your proxy.

Sincerely, Matthew Edelman Chairman and Chief Executive Officer