Press Releases
Apolo III Acquisition Corp. Announces Execution of Business Combination Agreement
Apolo III Acquisition Corp. is pleased to announce that, further to its news release dated March 8, 2021, it has entered into a definitive business combination agreement dated April 19, 2021 (the “Business Combination Agreement”) with Playmaker Capital Inc. (“Playmaker”) and 2830125 Ontario Inc. (“Apolo Subco”), a wholly-owned subsidiary of Apolo, incorporated, pursuant to the provisions of the Business Corporations Act (Ontario) (the “OBCA”) in connection with the proposed business combination of Apolo and Playmaker, which transaction (the “Qualifying Transaction”) is intended to constitute Apolo’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”)).
The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the “Amalgamation”) pursuant to which, among other things: (a) Playmaker will amalgamate (the “First Amalgamation”) with Apolo Subco, (b) all of the post-Playmaker Consolidation (as described below) common shares of Playmaker (each, a “Playmaker Consolidation Share”) outstanding immediately prior to the First Amalgamation will be cancelled and, in consideration therefor, the holders thereof will receive post-Apolo Consolidation (as described below) common shares of Apolo (each, an “Apolo Consolidation Share”) on the basis of one (1) Playmaker Consolidation Share for one (1) Apolo Consolidation Share, and (c) the entity resulting from the amalgamation between Playmaker and Apolo Subco will subsequently amalgamate (the “Second Amalgamation”) with Apolo under the OBCA (the “Resulting Issuer”), and the Apolo Consolidation Shares outstanding immediately prior to the Second Amalgamation will be exchanged for the common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) on the basis of one (1) Apolo Consolidation Share for each one (1) Resulting Issuer Share. After giving effect to the Qualifying Transaction, the shareholders of Playmaker will collectively exercise control over Apolo.
Prior to or on completion of the Amalgamation (the “Effective Time”), it is intended that: (i) the outstanding common shares of Apolo (each, an “Apolo Share”) will be consolidated (the “Apolo Consolidation”) on the basis of one (1) Apolo Consolidation Share for each 4.54 pre-Apolo Consolidation Apolo Shares, (ii) common shares of Playmaker (each, a “Playmaker Share”) will be consolidated (the “Playmaker Consolidation”) on the basis of one (1) Playmaker Consolidation Share for every 2.5 pre-Playmaker Consolidation Playmaker Shares, (iii) Apolo will change its name to “Playmaker Capital Inc.”, and (iv) provided the Escrow Release Conditions (as defined below) are satisfied, each Subscription Receipt (as defined below) will automatically convert into one Playmaker Consolidation Share prior to the Effective Time.
Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals.
The Business Combination Agreement
The Business Combination Agreement contemplates that, among others, the following conditions precedent be met prior to the Effective Time, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Subscription Receipt Financing (as defined below); (c) receipt of the requisite approvals of the shareholders of Apolo (the “Apolo Shareholders”) with respect to the Apolo Consolidation, adoption of a new stock option plan (in such form as requested by Playmaker, acting reasonably) (the “Stock Option Plan”), the director appointments agreed upon by Apolo and Playmaker (the “Director Appointments”) and adoption of an advance notice by-law; (d) receipt of the requisite approvals of the shareholders of Playmaker with respect to the Playmaker Consolidation and the Amalgamation; (e) no adverse material change in the business, affairs, financial condition or operations of Playmaker or Apolo having occurred between the date of entering into the Business Combination Agreement and the closing date of the Qualifying Transaction; and (f) dissent rights shall have been exercised in respect of no more than 5% of the issued and outstanding Playmaker Shares. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
The Amalgamation will not constitute a Non-Arm’s Length Qualifying Transaction (as such term is defined in the policies of the Exchange). No person who or which is a Non-Arm’s Length Party (as such term is defined in the policies of the Exchange) of Apolo has any direct or indirect beneficial interest in the share capital of Playmaker or its assets prior to giving effect to the Amalgamation and no such person is an insider of Playmaker. Similarly, there is no known relationship between or among any person who or which is a Non-Arm’s Length Party of Apolo and any person who or which is a Non-Arm’s Length Party to Playmaker.
If all conditions to the implementation of the Amalgamation have been satisfied or waived, Apolo and Playmaker will carry out the Amalgamation. Pursuant to the terms of the Amalgamation, it is expected that the following security conversions, exercise and issuances will occur among Apolo, Playmaker and the securityholders of Playmaker at or prior to the Effective Time:
- the Apolo Shares being consolidated on the basis of one (1) post-Apolo Consolidation Apolo Share for every 4.54 pre-Apolo Consolidation Apolo Shares;
- an aggregate of 23,875,000 options (the “Founder Options”) collectively held by Relay Ventures Fund III L.P., Relay Ventures Parallel Fund III L.P. Jordan Gnat and JPG Investments Inc. to acquire an equal number of Playmaker Shares at a price of US$0.00001 per Playmaker Share will be exercised;
- all issued and outstanding Class A Preferred Shares of Playmaker shall be converted to Playmaker Shares (subject to applicable adjustment for the Playmaker Consolidation);
- the Playmaker Shares (excluding the Playmaker Shares to be issued upon conversion of the Subscription Receipts and conversion of the Playmaker Debentures (as defined below)) being consolidated on the basis of one (1) Playmaker Consolidation Share for every 2.5 pre-Playmaker Consolidation Shares;
- the Subscription Receipts being exchanged, without additional consideration or further action, into Playmaker Consolidation Shares upon satisfaction of the Escrow Release Conditions;
- the 5.0% convertible debentures (the “Playmaker Debentures”) in an aggregate principal amount of $12,500,000 issued in connection with the acquisition of Futbol Sites LLC and Odenton Company S.A. by Playmaker on March 3, 2021 will be converted into Playmaker Consolidation Shares at a price equal to the greater of (i) $0.10 per Playmaker Consolidation Share, and (ii) 80% of the per-share price attributed to the Playmaker Consolidation Shares in connection with the Qualifying Transaction;
- each Broker Warrant (as defined below) to be issued to the Agents (as defined below) in connection with the Subscription Receipt Financing outstanding immediately prior to the Effective Time shall be exchanged for Resulting Issuer Share purchase warrants (the “Resulting Issuer Broker Warrants”) such that the holders of such Resulting Issuer Broker Warrants will be entitled to the purchase of one Resulting Issuer Share per one Resulting Issuer Broker Warrant;
- Apolo will acquire all of the issued and outstanding Playmaker Consolidation Shares such that all issued and outstanding Playmaker Consolidation Shares, including those issued in exchange for the Subscription Receipts and those issued on conversion of the Playmaker Debentures, will be exchanged, without additional consideration or further action, for Resulting Issuer Shares on the basis of one (1) Playmaker Consolidation Share for one (1) Resulting Issuer Share;
- each stock option of Playmaker (other than the Founder Options) and each warrant of Playmaker outstanding immediately prior to the Effective Time, whether vested or not vested, shall be cancelled and exchanged for comparable securities of the Resulting Issuer ( “Resulting Issuer Options” and “Resulting Issuer Warrants”) on economically equivalent terms, subject to adjustments contemplated by the Business Combination Agreement; and
- each stock option of Apolo outstanding immediately prior to the Effective Time, whether vested or not vested, shall be cancelled and exchanged for Resulting Issuer Options on economically equivalent terms, subject to adjustments contemplated by the Business Combination Agreement.
Immediately following the Effective Time, the Resulting Issuer is expected to have 178,813,069 Resulting Issuer Shares, 7,014,200 Resulting Issuer Options, 730,800 Resulting Issuer Warrants and 1,575,600 Resulting Issuer Broker Warrants issued and outstanding. As of the Effective Time, the current Apolo Shareholders will hold an aggregate of approximately 1,892,000 Resulting Issuer Shares, representing approximately 1.1% of the Resulting Issuer Shares. Immediately following the Effective Time, Playmaker is expected to hold 128,921,069 Resulting Issuer Shares (or approximately 72.1%) and the holders of Subscription Receipts (as defined below) are expected to hold 48,000,000 Resulting Issuer Shares (or approximately 26.8%) of the total issued and outstanding Resulting Issuer Shares.
Trading of the Apolo Shares was halted on April 6, 2020 as a result of the failure of Apolo to complete a Qualifying Transaction within 24 months of its listing on the Exchange, and is currently suspended and will remain suspended until completion of the Qualifying Transaction. Trading of the Apolo Shares will not resume prior to the completion of the Qualifying Transaction.
eSports
CAPCOM’S STREET FIGHTERTM 6 GOING TO COLLEGE THIS FALL
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Press Releases
Genome and Chilli Partners join forces to revolutionize iGaming affiliate payouts
Leading the charge in the convergence of financial technology and iGaming, Genome, a cutting-edge electronic money institution, is thrilled to announce its strategic partnership with Chilli Partners, a prominent iGaming affiliate program specializing in casino games.
The collaboration marks a pivotal moment in the iGaming industry, bringing together Genome’s expertise in online financial services and Chilli Partners’ prowess in affiliate marketing. The partnership is set to redefine the landscape of affiliate payouts, offering an array of benefits to both affiliates and the iGaming community at large.
“We are excited to embark on this journey with Chilli Partners. By combining our financial expertise with their influential position in the iGaming affiliate space, we aim to set new standards for efficiency and innovation in affiliate payouts,” – noted Genome’s CEO Daumantas Barauskas.
For one, the partnership offers efficient payouts. Affiliates can now enjoy expedited and secure payouts through Genome’s state-of-the-art financial infrastructure, enhancing their overall experience and satisfaction.
It also provides global reach for Chilli Partners, as it can extend its reach to affiliates worldwide with Genome’s international payment capabilities. This allows Chilli Partners to foster a more diverse and expansive network.
The partnership streamlines financial workflows, ensuring seamless transactions and reducing administrative overhead for Chilli Partners, allowing them to focus on delivering top-notch affiliate services.
Genome is all about innovation in payments and online financial services. This approach brings new possibilities for payment options, providing flexibility and convenience for affiliates participating in the Chilli Partners program.
Lastly, the collaboration prioritizes compliance and risk management, assuring affiliates of secure and compliant transactions in accordance with industry regulations.
“This partnership aligns perfectly with our commitment to providing the best possible experience for our affiliates. Genome’s advanced financial services will play a crucial role in elevating our affiliate program to new heights”, – added Clayton Zammit Cesare, Head of Affiliates at Chilli Partners.
As the iGaming industry continues to evolve, Genome and Chilli Partners stand united in their dedication to driving positive change, innovation, and reliability. The partnership is poised to create a ripple effect, positively impacting the entire iGaming ecosystem.
About Genome
Genome is a leading EMI that provides innovative financial services, including batch payouts, SWIFT, and SEPA transfers. With a focus on efficiency and compliance, Genome empowers businesses across various industries, including iGaming, to streamline financial operations and enhance user experiences.
For more information, please visit https://genome.eu/
About Chilli Partners
Chilli Partners is a prominent iGaming affiliate program specializing in casino games. With a commitment to excellence, Chilli Partners connects affiliates with top-tier iGaming brands, offering a lucrative partnership that includes competitive commission structures and tailored support.
For more information, please visit https://chillipartners.com/
Latest News
Rivalry Announces 2023 Annual Letter to Shareholders and Filing of 2023 Annual Financial Statements
Rivalry Corp. (the “Company” or “Rivalry”) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for Gen Z, is pleased to announce its 2023 annual letter to shareholders and the filing of its financial results for the three (3) and 12-month period ended December 31, 2023. All dollar figures are quoted in Canadian dollars.
2023 Annual Letter to Shareholders
To our Shareholders,
This time last year I spoke about Rivalry’s evolution from a market leader in esports to a diversified Company setting the standard for Gen Z betting entertainment broadly.
Today, we have a business with revenue distribution across casino, sports, and esports betting, growing market share in new geographies, with increased velocity in core regions, and the strongest customer KPIs in Rivalry’s history.
In 2023, Rivalry recorded $423.2 million in betting handle1, up 82% from the previous year. Similarly, gross gaming revenue2 and net revenue both saw 34% and 66% respective increases, while the introduction of higher margin products released in H2 such as Same Game Combos and Quick Combos are continuing to improve overall sportsbook hold and guide Rivalry closer to profitability.
Our deepened product suite now includes fantasy, additional sports coverage, and new proprietary casino games. All of which are uniquely driving growth among a targeted customer segment and widening our opportunity set in 2024 and beyond – from a 60% increase in traditional sports betting to a burgeoning B2B game vertical. The potential for how far our brand can go is just beginning to unfold.
The year ahead is rife with new, innovative product releases arriving in Q2 and continuing throughout 2024. We are doubling down on core growth opportunities in sports that resonate with our audience, such as basketball and soccer. Further, we are building on a successful casino segment which already represents 50% of our business, enhancing variety, depth, and accessibility, as well as developing new original games which blur the lines between betting and entertainment. We are in the process of additional geographic expansion, and pursuing new licenses to broaden our total addressable market, positioning Rivalry to own the Gen Z gambling opportunity globally.
While Rivalry’s operations have expanded into new high-growth verticals, our north star has remained the same: to define the future of online gambling for a generation born on the internet.
Online gambling in 2024 is radically different than it was just six years ago when Rivalry launched. In that time we’ve seen gaming and internet culture reshape how consumers engage with technology. That shift is broadening the definition of gambling, where product design is influenced by video games, or it exists fully embedded within social apps like Telegram, where content creators are the new affiliates, and much more.
Over the same period, the rise of cryptocurrency and blockchain technology has introduced a new level of speed, access, and security to web-based consumer experiences. Industry estimates now put crypto wagers at up to one quarter of global betting handle3, with 30% year-over-year growth in 20244, and showing no signs of slowing down.
The development of this ecosystem has commercially unlocked online gambling unlike anything since its first transition from land to online many years ago. It has brought in a new global audience, and enriched the customer experience from end-to-end.
Alongside the growth of this technology has emerged new methods of gambling, taking wallet share from more traditional forms at an accelerated rate. The shift in consumer behavior and the signal from our users is clear – interactive, volatile, and crypto-infused product experiences will set the precedent for how the next generation gambles online.
Rivalry, with a brand steeped in internet culture and living at the intersection of this digital economic renaissance, is well-positioned to access this growth opportunity. There is high overlap between Gen Z, gamers, gamblers, and a fast-growing audience of over 420 million crypto users worldwide5 organically aligned with our audience and brand. And we believe that more than half of this audience globally is already wagering with crypto.
It will be Rivalry’s ability to understand, implement, and adapt to this shift more rapidly than our peers that we expect to create first-mover advantages for us. It is for that reason that our vision is now bolder than ever for what’s possible in the online gambling category.
Soon, we will reveal plans for a crypto-enabled product set to enhance alignment between Rivalry and its users, increase network effects, and generally deliver a consumer experience that lives on the internet of 2024.
To that effect, the success of our first-party games and their ability to acquire and engage a captive audience of Gen Z bettors online has validated our original game development strategy amongst industry peers. This has unlocked a new commercial opportunity for Rivalry to license its IP, opening up another line of revenue for the business that has great potential for global scale.
The year ahead is poised to be one of our most ground-breaking, with a myriad of innovative product releases across all of Rivalry’s verticals, adding more dimension to our business, operations, and addressable audience, and building on our competitive moat as the market leader in Gen Z betting entertainment.
We look forward to sharing more details about these upcoming initiatives, the opportunities they will unlock for our Company, and delivering on our promise to create long-term shareholder value and reach profitability. Thank you all for your continued support.
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