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Apolo III Acquisition Corp. Announces Execution of Business Combination Agreement

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RotoUnderworld Closes $1.5 Million in Pre-Seed Round to Transform Fantasy Sports & iGaming with FastDraft Mobile Platform

 

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.

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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:

  1. 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;
  2. 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;
  3. all issued and outstanding Class A Preferred Shares of Playmaker shall be converted to Playmaker Shares (subject to applicable adjustment for the Playmaker Consolidation);
  4. 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;
  5. the Subscription Receipts being exchanged, without additional consideration or further action, into Playmaker Consolidation Shares upon satisfaction of the Escrow Release Conditions;
  6. 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;
  7. 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;
  8. 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;
  9. 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
  10. 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.

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Gambling in the USA

Spin Your Way to Political Fun in Slotland and WinADay’s Race for Office MegaMatrix Slot

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The drama of the 2024 U.S. elections is here, and players can take advantage of extra bonuses to play Race for Office, Game of the Month.

Slotland and WinADay are bringing the excitement of the U.S. presidential election to life this month with the fan-favourite, Race for Office, packed with a wealth of bonuses.

Launched in 2020, Race for Office features a lively American theme with familiar political figures set against the U.S. Capitol. Updated for 2024, revamped to include Kamala Harris and Donald Trump with their running mates in a light-hearted style. With a 5-reel MegaMatrix setup and 15 paylines, players can bet anywhere from $0.60 to $30.

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As the Game of the Month on Slotland and WinADay, Race for Office will be featured with special Match bonuses—55% at Slotland and 44% at WinADay. Players using cryptocurrency can enjoy a 75% Match on Slotland deposits of $5 to $500, and a 66% Match on WinADay deposits of $40 to $200!

Keep spinning to unlock a lucky PICK ME round and boost your balance with some extra campaign cash! Players who hit three PICK ME scatters, the handshake, can enter a bonus game. By clicking on tiles in a 5×5 grid, players can level up to higher prizes, creating a race to collect winnings until they hit the coveted ‘COLLECT’ sign.

Players can also enter a random draw for a chance to win up to $300. Every 100 spins earns a ticket for the Monthly Contest, with winners announced by December 17, 2024. It’s the perfect incentive to keep spinning as the political season unfolds!

Michael Hilary, Casino Manager, says: “This November, join Slotland and WinADay in the Race for Office and experience the fun of politics like never before. Spin the reels, claim your bonuses, and who knows—you might just land a jackpot that’ll have you celebrating like it’s election night!”

View a video version of this story

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Race for Office Game of the Month Promo Details: slotland.eu/en/promotions#game-of-the-month and winadaycasino.eu/en/promotions

 

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Panel on the benefits of regulation in the Mexican iGaming market

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On November 6, the iGaming industry in Mexico is preparing for a key event in which the benefits and challenges that regulation has brought to the Mexican market will be discussed. Under the title “Benefits of Regulation in the Mexican Market”, this panel will offer an in-depth look at the impact of regulation on transparency, competition and consumer protection, critical issues in the new digital era of iGaming.

The event, moderated by Geraldine Alexandra García Torres, Media Manager of Digital Gaming News, will feature the participation of recognized figures in the sector such as Daniel Magariños, representative of BMM Testlabs, and Hermilo Peregrina Cabrera of Prometeo IT Solutions. Both panelists will contribute their extensive knowledge and experience in regulation and certification in the Mexican market, and will analyze with the public the challenges and opportunities that companies face in an increasingly competitive and regulated context.

BMM Testlabs, who will participate as a Gold Sponsor, underlines with its sponsorship the importance of regulation to strengthen the iGaming sector in Mexico and demonstrates its commitment to progress and transparency in the Mexican market. For its part, Kushki joins as a Silver Sponsor, promoting the dialogue and analysis necessary for the industry.

Daniel Magariños, from BMM Testlabs, expressed his enthusiasm for participating in this digital webinar: “It has been a pleasure to be able to share our comments as a Laboratory on a market like the Mexican one and exchange opinions with a reference like Hermilo and the company Prometeo IT Solutions, with its excellent track record in this market. A relaxed talk with a lot of learning that I hope will be interesting for the attendees.”

For his part, Hermilo Peregrina, from Prometeo IT Solutions, highlighted the relevance of these spaces for dialogue: “Thank you to Conferencias iGaming for the invitation to participate in this panel. Thanks to Geraldine for coordinating us, and it was a pleasure to share ideas and opinions with my friend Daniel from BMM Testlabs, who has extensive experience in international regulations and certifications.”

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Sponsor Support

The panel has the support of important sponsors who recognize the relevance of regulation in the development of the iGaming market in Mexico. Among them, BMM Testlabs as Gold Sponsor, and Kushki as Silver Sponsor.

Event Details:

Date: November 6

Time: 10:00 a.m. (Mexico)

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Registration: Register here

Don’t miss the opportunity to be part of this essential conversation for the future of the industry. Secure your place and access a key analysis on the dynamic iGaming market in Mexico!

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Paige Spiranac Expands SportsGrid’s Content Portfolio with Exclusive Sports and Casino-Themed Shows

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Paige Spiranac Expands SportsGrid’s Content Portfolio with Exclusive Sports and Casino-Themed Shows

 

SportsGrid, the leading free ad supported television network in the sports genre, proudly announces a multi-year partnership with former professional golfer and social media’s most followed golf personality and social media sensation Paige Spiranac. Under this agreement, Spiranac will lead exclusive original casino-themed programming, marking a significant expansion in SportsGrid’s content offerings.

As one of the most recognizable influencers in the world of sports and entertainment, Spiranac brings her signature charisma, deep sports knowledge, and passion for gaming to the new role. She will team with Emmy Award-Winning Executive Producer and EVP of Programming and Development, Scott Lasky, and headline a series of shows featuring engaging sports and casino content, offering fans an unparalleled mix of strategy, insight, and entertainment.

“We are thrilled to welcome Paige Spiranac to the SportsGrid family,” said Jeremy Stein Co-Founder and CEO of SportsGrid. “Her dynamic personality, love for gaming, and connection with sports fans perfectly align with our mission to deliver unique and captivating content. Paige’s presence in our casino programming is a game-changer, and we look forward to seeing her elevate our viewers’ experience as we pioneer this new category.”

The programming will be available across SportsGrid’s platforms, providing fans with 24/7 access to engaging and informative content that blends entertainment with Spiranac’s signature charm and insight.

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“I’m thrilled to join SportsGrid and dive into the world of sports gaming with a network that’s truly pushing boundaries in sports and casino entertainment,” said Spiranac. “Creating unique, interactive content for fans who share my passion for gaming is something I’m incredibly excited about. Together with SportsGrid, I look forward to bringing a fresh perspective and delivering the fun, engaging experiences that fans expect and deserve.”

The partnership further solidifies SportsGrid’s position as the leading media platform in the sports wagering and gaming space. With the addition of Spiranac’s unique style and undeniable star power, SportsGrid continues to innovate and set new standards of what’s possible in digital sports entertainment.

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