Fintech PR
Pomvom Ltd. and Israel Acquisitions Corp. Announce Definitive Business Combination Agreement, Bringing the Leading Experiential Content Company to the Nasdaq
TEL-AVIV, Israel, Jan. 2, 2024 /PRNewswire/ — Israel Acquisitions Corp. (NASDAQ: ISRL) (NASDAQ: ISRLU) (NASDAQ: ISRLW) (“ISRL”) , a publicly-traded special purpose acquisition company, and Pomvom Ltd.(TASE: PMVM) (“Pomvom” or the “Company”), a technology company that develops experiential content to amusement parks and attractions globally, replacing operative physical solutions, today announced a definitive business combination agreement at a total equity value for Pomvom of $125 million USD (the “Business Combination Agreement”). The combined company will trade on the Nasdaq and leverage Pomvom’s leading technology augmented with the expertise of the ISRL team.
Pomvom serves many of the largest theme park and attraction operators globally, including, parent companies Six Flags, Warner Bros., and Merlin Entertainment. Strategic long-term agreements signed in 2023 with Warner Bros. and Six Flags are expected to increase the number of partner sites for Pomvom to 47 sites by the end of 2024 — an impressive 23% increase from its current 38 sites, and to accelerate growth in 2024 and onwards. Pomvom’s launch of digital content across its partner sites is expected to leverage its new online platform and accelerate long-term growth.
Pomvom revenues in 2022 were approximately NIS 192.7 million ($57.4 million). For the nine months ending September 2023 its revenues totaled NIS 165.1 million ($45.3 million), with revenues from its digital platform of NIS 57 million ($15.6 million), or 34% of total revenues, representing 139% growth compared to revenues during the same period 2022 of NIS 23.8 million ($7.1 million), or 16% of total revenues. Upon completion of the transaction, including the capital injection of at least $20 million from the business combination, the Company aims to achieve a growth plan based on existing contracts and potential new wins in 2024 targeting at least a 30% increase in top-line revenues, with a 2024 expectation of reaching a positive adjusted EBITDA.
Izhar Shay, Chairman of ISRL’s Board of Directors: “The business combination agreement signifies a momentous step forward, aligning with the vision set when we took our SPAC public last year. We believe Pomvom’s unique combination of technology, product innovation, and creative content design positions the company to capitalize on multiple growth opportunities in the Immersive Location-based entertainment experiences industry, both in the US and worldwide. Collaborating together, we expect Pomvom to become a strategic partner of the largest amusement parks, attractions, and entertainment groups globally in coming years.”
Yehuda Minkovicz, Pomvom’s Founder and CEO: “This business combination is a significant milestone for Pomvom, reflecting the confidence of key figures in the hi-tech and financial industries in Israel and the United States. We look forward to work collaboratively to complete the transaction, with a shared objective of accelerating Pomvom’s technology development and global presence in the coming years. I would like to extend my gratitude to Pomvom’s and ISRL’s teams for their efforts, dedication and perseverance, in advancing this merger despite the challenging times in Israel.”
Transaction Details:
- The Board of Directors of both ISRL and Pomvom have unanimously approved the Business Combination Agreement and signed transaction support agreements in favor of the transaction.
- Minimum cash condition of $20 million, of which will be a combination of the net amount in ISRL’s trust account, together with new money that will be raised.
- Pomvom shareholders holding a majority of the Company’s issued share capital will sign support agreements displaying support of the transaction within 30 days of the Business Combination Agreement.
- The combined company’s Board of Directors will have up to 7 directors in the first stage, of which 2 directors will be nominated by ISRL and up to 5 directors will be nominated by the Company. Existing Pomvom management is expected to operate the combined company.
- The parties anticipate completing the business combination by the end of Q3 2024, contingent upon satisfying all closing conditions, including shareholder approvals, regulatory consents, and compliance with legal and tax requirements.
- Pomvom’s officers, directors, and >10% shareholders, as well as ISRL’s sponsor will enter into a 12 month lock-up agreement, with a further staggered release of up to 12 months, from the closing of the business combination.
- At the closing of the transaction, Pomvom will be delisted from the Tel Aviv Stock Exchange and listed solely on the Nasdaq in the United States.
Advisors:
Tiberius Capital Markets, a division of Arcadia Securities is acting as Financial Advisor to Israel Acquisitions Corp, with Reed Smith LLP, Naschitz Brandes Amir, and Stuarts Humpries acting as Legal Advisors.
Roth Capital Partners is acting as Financial Advisor to Pomvom, with Greenberg Traurig, LLP, Goldfarb Gross Seligman & Co., and Barnea Jaffa Lande acting as Legal Advisors.
About Pomvom Ltd.:
Pomvom, which is traded on the Tel-Aviv Stock Exchange, (TASE: PMVM), is a technology company, which develops and provides experiential documentation solutions to the global amusement parks and attractions market, which replace the existing operative photographic solutions. The Company has developed a digital platform, which combined innovative technology for photographing and creating content, automatically in a cloud environment, the distribution and the sale thereof to the ultimate user for the purpose of their personal use and for sharing on social networks. The Company provides its customers with comprehensive media documentation services, which is done, inter alia, by means of the digital platform, in addition to which it provides photographic equipment and manpower, the creation of content and media processing, printing or the distribution of pictures and the sale thereof to visitors to amusement parks and attractions.
The Company has exclusive agreements with dozens of amusement parks in Europe, in the USA and in Japan, and potential access to tens of millions of visitors each year.
Pomvom’s Chairman is Alon Shtruzman, a media and entertainment executive who served in senior management positions in Israeli, U.S. and international companies.
The Company’s head office is located in Tel Aviv and it also has offices in Europe, in the USA and in Japan.
See the Company’s website: Pomvom – Any media. Any device. Anyone for additional details.
About Israel Acquisitions Corp.:
Israel Acquisitions Corp is a Cayman Islands exempted company incorporated as a blank-check company. Formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on high-growth technology companies that are domiciled in Israel, and that either carry out all or a substantial portion of their activities in Israel or have some other significant Israeli connection. The management team is led by Chairman, Izhar Shay, Chief Executive Officer, Ziv Elul, and Chief Financial Officer, Sharon Barzik Cohen.
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination ISRL and Pomvom, ISRL and Pomvom’s ability to consummate the transaction, the expected closing date for the transaction, the benefits of the transaction and the public company’s future financial performance following the transaction, as well as ISRL’s and Pomvom’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “anticipates,” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecast,” “future, ” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “propose,” “should,” “seeks,” “will,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by both ISRL and its management, and Pomvom and its management, as the case may be, are inherently uncertain. Except as otherwise required by applicable law, ISRL disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. ISRL cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ISRL. There may be additional risks that neither ISRL nor Pomvom presently know of or that ISRL or Pomvom currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Author and any of their affiliates, directors, officers and employees expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is being made, or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It:
Additional information about the proposed business combination, including a copy of the business combination agreement, is disclosed in the Current Report on Form 8-K that ISRL filed with the SEC on January 2, 2024 and is available at www.sec.gov. In connection with the proposed transaction, the Company intends to file a registration statement, which will include a preliminary proxy statement/prospectus with the SEC. The proxy statement/prospectus will be sent to the stockholders of the Company. The Company and Pomvom also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
No Offer or Solicitation:
This communication is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Investor Contact:
Meirav Gomeh-Bauer
+972-54-476-4979
[email protected]
Fintech PR
GCL Energy Technology and Ant Digital Technologies Launch First Blockchain-Based RWA Project in Photovoltaic Industry
SUZHOU, China, Dec. 23, 2024 /PRNewswire/ — GCL Energy Technology Co., Ltd., a leader in the clean energy sector, and Ant Digital Technologies, a pioneer in digital technology services and blockchain technology, have achieved a significant milestone by successfully completing the first-ever Real World Asset Tokenization (RWA) issuance in China’s photovoltaic industry, securing 200 million yuan in cross-border financing. The groundbreaking initiative on December 23 not only injects substantial new capital into GCL Energy Technology’s ambitious growth plans but also establishes a novel financing model for Chinese photovoltaic companies seeking to fund green projects internationally.
RWA represents a transformative approach to asset management, where physical assets are digitized as tokens on the blockchain, enhancing liquidity and market accessibility. For this inaugural issuance, GCL Energy Technology has tokenized two strategically significant solar power plants in Hunan and Hubei, with a combined capacity of approximately 82MW, to spearhead this new financing frontier.
As the core entity of China’s largest private power conglomerate, GCL (Group) Holdings Co., Ltd., GCL Energy Technology is at the forefront of integrating clean energy production with comprehensive energy services and advanced digital operations. The company has significantly expanded its renewable energy footprint, with its total installed capacity reaching 5976.36 megawatts as of September 30, 2024, and renewable sources constituting 57.81% of this capacity. Notably, under the GCL SUN brand, residential photovoltaic installations have surged to 1105.89 megawatts across more than 36,500 households, demonstrating robust growth.
This RWA initiative is a cornerstone in GCL Energy Technology’s strategy to harness data for asset valorization, involving around 3000 residential photovoltaic systems. By integrating cutting-edge artificial intelligence, blockchain, and IoT technologies, the project packages and stores operational and revenue data on the blockchain. This dual-chain and one-bridge architecture has garnered strong backing from prominent global investors, reinforcing RWA’s role as a pivotal green finance tool that underscores the company’s commitment to sustainable development and transparency.
The move not only bolsters GCL Energy Technology’s global ESG credentials but also strengthens its position in the international market, aligning investor interests with the burgeoning demand for environmentally responsible, low-carbon investments. Looking ahead, GCL Energy Technology remains dedicated to leading the charge in renewable energy, with a strategic focus on leveraging data to drive innovation across the sector and foster a transparent, effective ESG ecosystem.
During the issuance event, Ant Digital Technologies emphasized that industries are increasingly adopting renewable energy and sustainable assets to drive sustainable growth, and its partnership with GCL Energy Technology aims to better support this trend. Leveraging blockchain and smart contract technologies, the collaboration has dramatically improved the transparency and efficiency of asset management, operations, and transactions, while also reducing costs associated with these activities. The strategic alliance is a response to the growing market demand in the photovoltaic sector, bringing substantial practical benefits to the real economy and demonstrating the scalability of these advanced technologies.
At the same event, strategic ties were further cemented with a comprehensive partnership agreement signed with Ant Digital Technologies in Suzhou. The partnership will broaden to include joint construction, acquisition, and securitization of new energy assets, covering distributed, commercial, industrial, and residential photovoltaic power stations.
In addition, both parties will collaborate to develop AI large model applications for various scenarios including new energy generation forecasting, energy management optimization, and intelligent operations, driving the industry’s move towards enhanced intelligence and sustainability.
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View original content:https://www.prnewswire.co.uk/news-releases/gcl-energy-technology-and-ant-digital-technologies-launch-first-blockchain-based-rwa-project-in-photovoltaic-industry-302338353.html
Fintech PR
FXCess CFD Broker Now Empowers Partners with up to $5,000 Monthly Earning Opportunity via Referrals
HAMILTON, Bermuda, Dec. 23, 2024 /PRNewswire/ — FXCess CFD broker, a leading brand in the trading landscape, has introduced a new opportunity for its partners. The IB Reward program is a recently launched initiative that pays participants up to $5,000 per month for referring active traders. Unlike other income opportunities, this program involves zero risk, which makes it a perfect option for partners who want to maximize their financial potential.
“We are genuinely excited to bring this opportunity to our partners. The IB Reward Program is designed with simplicity and high returns in mind,” stated Thomas Pavlatos, the spokesperson for FXCess. “Participants will be able to earn substantial monthly rewards by referring new traders to our platform while enjoying the thrill of a risk-free earning process. This showcases our efforts to help our clients achieve consistent financial success.”
A Structure That Rewards Effort and Success
The FXCess CFD broker offers a Reward Program that is structured into five unique tiers. Starting at the Bronze level, partners can earn $450 if their network meets a net deposit of $10,000 and 100 traded lots in a month. Rewards grow progressively on Silver, Gold, and Platinum tiers, and reach the Master level with a maximum of $5,000 earnings for $150,000 net deposits and 1,250 traded lots. The eligibility is checked at the end of every qualifying month to make sure the participants get their due rewards for fluffing the criteria.
“Our Reward Program is more than a simple referral initiative. It is a reflection of our commitment to providing high-value benefits that align with the needs of our partners,” Pavlatos added. “With no risk of loss and the potential to earn up to $5,000 every month, this program sets a new standard in rewards. Moving forward, we remain dedicated to introducing further innovative programs for all of our valued partners.”
About FXCess
FXCess CFD broker is a trusted name for traders worldwide. The company offers over 300 trading instruments, from forex pairs to futures, for both beginners and seasoned professionals. Moreover, they provide competitive trade conditions, multiple account options, and solid customer support so that every client is served with the best services. Supported by advanced platforms like MT4 and PMAM, FXCess CFD broker delivers trading excellence with a focus on transparency and trust.
FXCess is a trade name of Notesco Int Limited; a company incorporated in Anguilla with registration number A000001800 and registered address The Valley, AI2640, Cosely Drive, 1338, AI.
All trading involves risk. It is possible to lose all your capital.
View original content:https://www.prnewswire.co.uk/news-releases/fxcess-cfd-broker-now-empowers-partners-with-up-to-5-000-monthly-earning-opportunity-via-referrals-302338245.html
Fintech PR
Smartkem Closes $7.65 Million Offering
MANCHESTER, England, Dec. 23, 2024 /PRNewswire/ — Smartkem (Nasdaq: SMTK), which is seeking to change the world of electronics using its disruptive organic thin-film transistors (OTFTs), announced it has completed its previously announced concurrent public and private offerings of its securities, including shares of its common stock and common stock equivalents, for an aggregate total gross proceeds of $7.65 million.
Smartkem issued 1,449,997 registered shares of common stock and unregistered Class D warrants to purchase up to 1,449,997 shares of common stock to investors in concurrent public and private offerings at a price of $3.00 per share and related Class D warrant. Each investor received one Class D warrant for each share purchased in the public offering.
Pursuant to the separate concurrent private placement, the Company sold to certain institutional investors, including existing investors in the Company, 169,784 unregistered shares of common stock, unregistered pre-funded warrants to purchase up to 930,215 shares of common stock and unregistered Class D warrants to purchase up to 1,099,999 shares of common stock at a price of $3.00 per share and related Class D warrant and a price of $2.9999 per pre-funded warrant and related Class D warrant. Each investor received one Class D warrant for each share of common stock or pre- funded warrant purchased in the offering.
The Class D warrants are immediately exercisable at an exercise price of $3.00 per share and expire on December 31, 2025. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per share and may be exercised at any time until all of the pre-funded warrants have been exercised in full.
The gross proceeds of the offerings described above were $7.65 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds of the offerings for working capital and general corporate purposes.
Craig-Hallum Capital Group LLC acted as the Company’s exclusive placement agent for the offerings.
In connection with the offerings described above, the Company has entered into a registration rights offering pursuant to which it has agreed to register the shares of common stock issued in the private placement, the shares of common stock issuable upon the exercise of the Class D warrants and the pre-funded warrants sold in the offerings and certain other securities for resale by the holders thereof no later than the earlier of (i) the 10th day after the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2024 or (ii) April 25, 2025.
The sale of the registered shares of common stock was made pursuant to Smartkem’s effective shelf registration statement on Form S-3 (file no. 333- 281608), including a base prospectus, filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on August 22, 2024 and a prospectus supplement dated December 18, 2024 filed with the SEC. Copies of the prospectus supplement and the accompanying base prospectus may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by telephone at (612) 334-6300 or by email at [email protected]. Alternatively, copies of the prospectus supplement and the accompanying base prospectus may be obtained for free at the SEC’s EDGAR website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Smartkem securities.
About Smartkem
Smartkem is seeking to reshape the world of electronics with its disruptive organic thin-film transistors (OTFTs) that have the potential to revolutionize the display industry. Smartkem’s patented TRUFLEX® liquid semiconductor polymers can be used to make a new type of transistor that can be used in a number of display technologies, including next generation microLED displays. Smartkem’s organic inks enable low temperature printing processes that are compatible with existing manufacturing infrastructure to deliver low-cost displays that outperform existing technology.
Smartkem develops its materials at its research and development facility in Manchester, UK and provides prototyping services at the Centre for Process Innovation (CPI) at Sedgefield, UK. It has a field application office in Taiwan. The company has an extensive IP portfolio including 138 granted patents across 18 patent families, 16 pending patents and 40 codified trade secrets.
Forward-Looking Statements
All statements in this press release that are not historical are forward-looking statements, including, among other things, the expected use of proceeds received from the offerings. These statements are not historical facts but rather are based on Smartkem Inc.’s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
View original content:https://www.prnewswire.co.uk/news-releases/smartkem-closes-7-65-million-offering-302337973.html
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