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Azerion successfully completes its business combination with EFIC1

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Azerion successfully completes its business combination with EFIC1
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Azerion Holding B.V., a high-growth, profitable, digital entertainment and media company,  and European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC)  listed on Euronext Amsterdam, have successfully completed their business combination on  1 February 2022.

As part of the completion of the business combination, the legal form of the combined company has  been converted into a limited company (naamloze vennootschap) and it has been renamed Azerion  Group N.V. (“Azerion Group”). The first day of trading on Euronext Amsterdam under the new name  of Azerion Group’s shares and warrants will be on 2 February 2022 (today) under the new ticker  symbols AZRN and AZRNW, respectively.

The business combination received the support of EFIC1’s shareholders, with more than 95% of the  votes cast at EFIC1’s extraordinary general meeting held on 31 January 2022 (the “EGM”) approving  the business combination.

The completion of the business combination supports Azerion Group in its ambitions to become a global  digital entertainment and media powerhouse. The business combination furthermore provides for a  strong complementary partnership accelerating future value creation for all stakeholders through  continued investments in Azerion Group’s growth, both organically and through M&A. Azerion Group  expects this listing to create a new long-term supportive shareholder base, permit Azerion Group to  incentivise the existing and future management team and senior staff and continue to attract high calibre  individuals.

The business combination resulted in approximately €93 million of gross total primary cash proceeds,  including approximately €70 million of funds from the EFIC1 escrow account (net of negative interest  and after effectuation of the share repurchase arrangement) complemented by a sponsor and co investor commitment of €23.15 million. With the completion of the business combination, Azerion Group  received approximately €56 million of net primary cash proceeds (net of transaction costs and  expenses), which will be used to continue to pursue value-accretive acquisitions (with Azerion having  a strong acquisition track record and a broad pipeline of potential targets), and to further invest in  organic growth initiatives (such as new games and features, platform investments, etc.) as well as  general corporate purposes.

Immediately after completion of the business combination and the related restructuring steps (including  the cancellation of 31,228,299 ordinary shares that were repurchased by EFIC1 from its shareholders),  the issued share capital of Azerion Group is as follows:

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Type of security #¹

Ordinary Shares (excl. treasury) 111,483,296

Ordinary Shares in treasury² 70,078,452

Total Ordinary Shares 181,561,748

Capital Shares 22

Conditional Special Shares 1,152,886

Warrants³ 12,736,605

Please see section 6.4. “Description of Securities” in the EFIC1 Shareholders Circular dated 13 December 2021  for a description of the classes of securities of Azerion Group.

1. Excluding any conditional and unconditional option rights and Founder Warrants existing at the date of this press  release, which in aggregate entitle the holders to receive up to a maximum of 24,160,245 Ordinary Shares. 2. The Ordinary Shares in treasury can be used for acquisitions, exercise of warrants and option rights and other  general funding purposes.

3. The outstanding Warrants listed on Euronext Amsterdam at the date of this press release entitle the holders to  receive up to 12,736,605 Ordinary Shares.

Immediately after completion of the business combination, the ownership percentages of Ordinary  Shares are as follows:

Shareholder % Ordinary Shares⁴

Principion Holding B.V.⁵ 74.3%⁶

Azerion former depositary receipt holders 7.5%

Azerion former stock appreciation rights holders 4.0%⁷

Former EFIC1 converted special shares holders 5.9%

Other Shareholders 8.3%

Total 100.0%

Based on Azerion Group’s information. Actual share ownership percentages and regulatory filings and notifications  of ownership percentages may differ.

4. Excluding treasury shares as well as any conditional and unconditional option rights and Founder Warrants  existing at the date of this press release, which in aggregate entitle the holders to receive up to a maximum of  24,160,245 Ordinary Shares.

5. An entity controlled by Azerion’s co-founders and co-CEOs.

6. Including shares held for settlement of future acquisition-related earn out and other obligations. 7. Excluding shares held for settlement of future acquisition-related earn out and other obligations.

Atilla Aytekin, co-founder and co-CEO of Azerion says: “Today marks an important step for Azerion,  and we are excited to finally enter the public markets and continue to grow and advance our platform  whilst raising our profile amongst our customer and partner groups and talented workforce globally. We  are proud to achieve this important milestone, and we look forward to our next growth phase and future

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as a public company. I am grateful to the entire Azerion team for all their hard work, which has brought  us to this pivotal moment, and for the dedicated support of our partner EFIC1.”

Martin Blessing, former Chief Executive Officer of EFIC1, adds: “The journey of our SPAC EFIC1 comes  to a successful end while the exciting journey of Azerion as a listed company starts now. The whole  EFIC1 team thanks its shareholders for their support. We look forward to continuing our partnership  with Azerion over the long term and wish the company, its founders, employees and shareholders  success as they continue their impressive growth story.”

To celebrate the completion of the business combination, the management team of Azerion Group will  ring the opening bell at Euronext Amsterdam at 09.00 CET on 2 February 2022. A live stream of the  event and replay can be accessed via this link.

Advisers

Credit Suisse Bank (Europe), S.A. acted as capital markets adviser, Hogan Lovells International LLP  acted as legal adviser and ABN AMRO Bank N.V acted as financial adviser to EFIC1.

N.M. Rothschild & Sons Limited acted as financial adviser, Stibbe N.V. acted as legal adviser, and  Citigroup Global Markets Europe AG and Jefferies GmbH as capital markets advisers to Azerion.

ABN AMRO (acting in cooperation with ODDO BHF SCA), ING Bank N.V. and Pareto Securities AB  acted as co-capital markets advisers to EFIC1, and Clifford Chance LLP acted as legal adviser to the  capital markets advisers.

Liquidity Provider

As from 2 February 2022, Azerion Group will enter into a liquidity provider agreement pursuant to which ABN AMRO Bank N.V. will act as liquidity provider for the trade in listed shares of Azerion Group.

Bitcoin

Bitcoin Miner celebrates two years of hugely successful collaboration with ZBD

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Bitcoin Miner, the world’s number one Bitcoin game, is celebrating two years of its collaboration with ZBD, a leading fintech company powering digital economies for gamers and developers. Since the partnership began, Bitcoin Miner has gone from a forgotten title with no players to becoming one of the largest play-and-earn games ever, with over 2 million lifetime users.

ZBD’s Lightning-powered payments technology enables developers to inject instant rewards into their games to boost retention and community engagement. Fumb Games, the studio behind Bitcoin Miner, partnered with ZBD in March 2022 to help revive its flagship title, enabling it to reward players with fragments of Bitcoin for playing the game as normal. From the outset, the integration of ZBD’s tech had a marked impact, leading to a 12x boost in 30-day retention. Two years on, Bitcoin Miner is achieving 40,000 daily active users, making it the biggest Bitcoin game by user count.

Besides the retention benefit of rewards, which leads to player retention that exceeds 6 months, the success of Bitcoin Miner has also been fueled by community-based features such as regular live events. The majority of Bitcoin Miner players are US-based millennial males who enjoy engaging with gaming communities, with weekly events leading to a 20% increase in revenue. As well as its own community of engaged players, Bitcoin Miner benefits from the ZBD app user base of more than a million gamers.

Paul West, Founder of Fumb Games, said “Bitcoin Miner has proven that US players love games that are fun, snackable and rewarding. The  game is not only sustainable, but has soared to new heights since the partnership with ZBD. It’s no surprise that I’m very excited for the future of bitcoin and player-friendly rewarded games.”

Ben Cousens, Chief Strategy Officer at ZBD, said “The two-year collaboration with Paul and Fumb Games on Bitcoin Miner has been a quintessential success story for what we’re building at ZBD. It proves the value in offering rewards for gamers and the success of ZBD’s rewards and payments tech at making it possible at speed and scale. We will no doubt see further impressive numbers for Bitcoin Miner that cement its status as world’s number one Bitcoin game, and we also look forward to extending the potential benefits of Bitcoin rewards to more developers.”

In November 2023, Fumb Games also integrated ZBD’s technology in its idle tycoon RPG SpaceY. ZBD works with more than 100 game developers worldwide, including major brands such as Square Enix, and is also used by innovative adtech companies like Slice and AdInMo.

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Gaming

UK Gaming Charity SpecialEffect to Receive Special Award at 20th BAFTA Games Awards

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BAFTA has announced that UK gaming charity SpecialEffect, will receive the prestigious Special Award at the 20th BAFTA Games Awards. The award, which recognises outstanding contributions to games, film and television, is one of the highest accolades bestowed by BAFTA. Dr Mick Donegan MBE, founder and CEO of SpecialEffect, will pick up the Special Award at the annual BAFTA Games Awards ceremony on Thursday 11 April.

In 2007, Mick Donegan founded SpecialEffect to help people with even the most severe physical challenges to access video games. The organisation uses specialised technology to enhance access to video games and creative self-expression for people with a wide range of Disabilities.

SpecialEffect’s success began as a result of the collaboration between Mick, a specialist in assistive technology and his son Bill, a keen gamer with a background in product design. Since its creation, the charity has grown to thirty employees, raising all their own funds, and has provided specialist one-to-one assessments and support to severely disabled people throughout the UK and beyond.

Dr Mick Donegan MBE, SpecialEffect founder and CEO, said: “With a background in special education, I realised how much people with severe physical disabilities were missing out by not being able to play. I started SpecialEffect not only to help individuals to play video games but also to collaborate with the games industry to make their games more accessible ‘at source’. Since then, we have been privileged to be invited to share our ideas with more and more developers all over the world. Now, 17 years since SpecialEffect began, it’s an absolute honour for SpecialEffect’s work to be recognised by BAFTA.”

Emma Baehr, BAFTA executive director of awards and content, said: “SpecialEffect’s work is essential to the games world and is hugely deserving of a BAFTA Special Award. Their innovative and supportive approach to making games accessible drives progress within the industry, collaborating with developers and studios on new technologies to make games within reach to more people. We look forward to honouring their contribution to games at the ceremony on Thursday 11 April.”

Throughout the years, SpecialEffect has been involved in collaborating with Xbox, Sony and Logitech, to help design accessible controllers and a switch kit, enabling thousands more severely disabled players to access their games using a wide range of control devices. They have also worked with games studios and developers to help make their games more accessible. The organisation also developed EyeMine, a freely downloadable gaze-controlled interface to enable players to enjoy Minecraft through gaze-control alone.

Later this year will see the rollout of their EyeGaze Games (currently available on PC only) onto Android and iOS, games designed to be fully accessible for people with physical disabilities, whether they use gaze control, joysticks, switches or gamepads.

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Gaming

The Rocket League Championship Series Major 2 Heads Back to Copper Box Arena in London This June

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The Rocket League Championship Series (RLCS) returns to Copper Box Arena in London, UK for the second Major of 2024 from June 20-23.

Copper Box Arena hosted a sold out RLCS Spring Major in 2022 and saw Team Vitality defeat Team BDS in the final. The venue will again play host to the world’s best Rocket League players as they compete for the second trophy of 2024, a chance to win the lion’s share of a $255,000 in total prize pool winnings and earn additional RLCS points to secure a spot in the Rocket League World Championship in September.

The RLCS Major 2 will be broadcast on Twitch and YouTube from June 20-21, and welcome a live audience in the Copper Box Arena for the weekend competition on June 22-23. Tickets go on general sale beginning at 10:00 AM GMT on Friday, March 29, and the direct link to purchase tickets can be found on the Rocket League esports social accounts. There are three presale windows for O2 Priority customers, Live Nation users and Ticketmaster users.

BLAST and Rocket League esports have teamed up with Live Nation, one of the world’s largest live entertainment companies to help support and promote the RLCS Major 2 coming to London in June 2024.

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