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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.

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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Brightstar Capital Partners Completes Acquisition of PlayAGS for Approximately $1.1 Billion Dollars

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Brightstar Capital Partners Completes Acquisition of PlayAGS for Approximately $1.1 Billion Dollars

 

Brightstar Capital Partners (“Brightstar”), a private equity firm focused on investing in business services, industrials, consumer, and government services and technology companies, announced the closing of its acquisition of PlayAGS, Inc., a global full-service gaming supplier of high-performing slot, table, and interactive products. The transaction was first announced on May 9, 2024.

The closing follows approval of the transaction by AGS stockholders and the receipt of all required regulatory approvals. Under the terms of the agreement, AGS stockholders will receive $12.50 per share in cash, valuing the transaction at approximately $1.1 billion. As a result, AGS is now a privately held company, and its common stock will be delisted from the New York Stock Exchange (NYSE).

The acquisition comes amid strong growth momentum for AGS. Over the past three years, the Company has more than doubled its global slot unit sales to over 6,100 units, grown online real-money gaming content revenue by over 150%, and increased Table Products revenue by more than 50%—collectively driving three consecutive years of record revenue performance. Powered by strategic investments in R&D and a deep and diverse suite of high-performing products, AGS has become a comprehensive solutions provider across multiple product categories and has a growing global presence both in land-based and online casinos.

“We’re excited to join forces with Brightstar, a partnership that marks both a pivotal moment and a transformative new chapter in AGS’ growth story,” said David Lopez, CEO & President of AGS. “With Brightstar as a strategic partner, we believe AGS is in an ideal position to accelerate growth and double-down on delivering focused, high-impact innovation across slots, table products, and online gaming. This partnership sharpens our ability to serve casino operators with differentiated content and solutions built to give them a winning edge.”

“We are thrilled to officially welcome David and the AGS team to Brightstar,” said Andrew Weinberg, Founder, CEO & Co-Chair of Brightstar. “We believe that AGS’ full-spectrum product offering and customer-centric culture set it apart in a growing industry. Our goal is to help the Company expand into new markets and continue to use technology to create exciting games and products.”

Macquarie Capital served as financial advisor and Cooley LLP served as legal counsel to AGS. Jefferies LLC served as lead financial advisor to Brightstar. Barclays and Citizens JMP Securities also served as financial advisors to Brightstar. Kirkland & Ellis LLP and Brownstein Hyatt Farber Schreck served as legal counsel to Brightstar.

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Plaza Hotel & Casino to host Las Vegas’ inaugural “Wing Bowl®” with first qualifying “Wing Off” event on July 4 at 6 p.m. at Carousel Bar

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The Plaza Hotel & Casino is bringing to Las Vegas the iconic “Wing Bowl,” the premier chicken wing-eating competition that was founded in Philadelphia in 1993. The main event, Wing Bowl 2026®, will take place on Feb. 7, 2026, and the first qualifying “Wing Off” event will take place at Carousel Bar at 6 p.m. on Friday, July 4, and it is free to the public to attend.

The first and second place eaters in the July 4 qualifying event will move on to the February contest. The Plaza will also award $1,000 to the person who eats the most Buffalo wings in 10 minutes on July 4.  The July 4th qualifying event is one of several that will be held in Las Vegas and Philadelphia in the coming months to compete in the Feb. 7 event at the Plaza.

The main event on Feb. 7 will host a live audience of hundreds of attendees in the Plaza showroom and reach an even wider audience through online broadcasting. With a $5,000 cash prize at stake, 20 competitors will battle it out in three rounds of intense wing-eating action. This competition will feature both amateur and competitive eaters.

The February event will also feature the Wingettes, the cheerleaders of Wing Bowl who escort contestants on stage and bring energy, glamour, and charisma to the event. They will be selected through an exclusive online and live audition process later this year.

William Hill Sportsbook is a partner sponsor of Wing Bowl, and additional sponsorship opportunities are available by contacting

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FIRST and Genius Sports Extend Landmark Data Partnership, Powering Continued Growth

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Industry leaders agree new extension to data and streaming partnership that will see FIRST – Best in Sports turbo-charge global growth and boost annual revenues for Genius Sports

 FIRST Best in Sports, the Tier 1 provider of sports betting solutions, and Genius Sports, the leading sports data and technology company, today announce that they have extended their landmark partnership that will see Genius Sports continue to deliver its industry-leading betting data and streaming technology to FIRST Best in Sports.

As part of the new agreement, FIRST – Best in Sports will distribute Genius Sports data and streaming content to its expanded B2B network and grow the data company’s volume, reach and annual revenues in a major way as it brings partners onstream in Latin America, with Brazil as a major focus.

  • FIRST’s growth in Brazil and leading position as a LATAM-focused sportsbook solution will be further enhanced by Genius’s focus in South America.
  • This includes coverage of Brazil’s Serie A, Serie B, Campeonato Paulista, Mexico’s Liga MX and the Primera Ligas in Uruguay, Ecuador, Bolivia, Argentina, Chile, Colombia and Paraguay.

The deal extension is part of a comprehensive agreement between two companies that are setting industry standards for the speed, accuracy and depth of their online sports betting offerings. The new partnership also sees FIRST become the official betting partner of Genius Sports, with the group set to recommend FIRST – Best in Sports to operators seeking fully-managed sports betting solutions.

Tom Light, CEO of FIRST Best in Sports, commented: “We have been working with Genius Sports for many years, and I am delighted to be extending and deepening our relationship with such an industry leader. FIRST – Best in Sports and Genius Sports represent the gold standard in their respective fields and the new agreement will enable us to continue growing revenues for Genius Sports as we launch new partners and expand our network. We look forward to providing the most complete and data-rich solution to sports betting operators in the world’s fastest-growing markets.”

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