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Aumento Capital VII Corporation Provides Further Details About Business Combination Transaction with Emerge Commerce Inc. in Respect of its Qualifying Transaction

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Toronto, Ontario–(Newsfile Corp. – October 9, 2020) – Aumento Capital VII Corporation (TSXV: AUOC) (“Aumento“) is pleased to announce further details about its definitive agreement (the “Business Combination Agreement“) with Emerge Commerce Inc. (“Emerge“) as initially announced on August 25, 2020.

About Emerge

Emerge is a private company incorporated under the Business Corporations Act (British Columbia). Emerge is a leading acquirer and operator of niche e-commerce brands across North America with a variety of offers on golf, groceries, essentials, staycations, experiences and retailer coupons. Emerge’s main brands include UnderPar.com, WagJag.com, and JustGolfStuff.ca among others. Emerge leverages shared technology, data, and resources of its portfolio companies through its e-commerce software solutions to drive growth and synergies.

Selected Financial Information

The following is selected financial information for Emerge as at and for the periods indicated. The requisite financial data presented for the relevant periods has been prepared in accordance with International Financial Reporting Standards (“IFRS“) as issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee.

Unaudited
Six months ended
June 30,
2020
CAD$
Audited
Year ended
December 31,
2019
CAD$
Audited
Year ended
December 31,2018
CAD$
Total revenue 4,620,411 4,160,353 3,967,805
Net (loss) income from continuing operations (540,243) (3,049,868) (486,850)
Basic and diluted (loss) per share from continuing operations (0.01) (0.07) (0.01)
Net income (loss) from discontinued operations(1) 1,648,769 (1,341,822)
Net (loss) income (540,243) (1,401,100) (1,828,672)
Basic and diluted (loss) per share (0.01) (0.03) (0.04)
Adjusted EBITDA(2) 639,495 (594,388) 236,580
Total assets 34,445,267 29,083,901 3,654,626
Long-term liabilities 2,395,896 3,297,682 333,590
Dividends

 (1) Discontinued operations relate to Mighty Deals Limited, whose operations were disposed by Emerge in February 2019.
(2) Non-GAAP measure. Refer to Metrics and Non-IFRS Financial Measures for additional details.

Metrics and Non-IFRS Financial Measures

The following non-IFRS definitions are used because management believes that they provide useful information regarding our ongoing operations. Readers are cautioned that the definitions are not recognized measures under IFRS, do not have standardized meanings prescribed by IFRS, and should not be construed to be alternatives to revenues and net loss and comprehensive loss for the period determined in accordance with IFRS or as indicators of performance, liquidity or cash flows. Management’s method of calculating these measures may differ from the method used by other entities and accordingly these measures may not be comparable to similarly named measures used by other entities or in other jurisdictions.

Earnings before interest, taxes, depreciation and amortization (“EBITDA“) and Adjusted EBITDA should not be construed as alternatives to net income/loss determined in accordance with IFRS. EBITDA and Adjusted EBITDA do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.

Adjusted EBITDA as defined by Emerge means earnings before interest and financing costs, income taxes, amortization, transaction costs, foreign exchange gains/losses, discontinued operations, unrealized gains/losses on contingent consideration and share-based compensation. Management believes that Adjusted EBITDA is a useful measure because it provides information to management about the operating and financial performance and its ability to generate ongoing operating cash flow to fund future working capital needs and fund future capital expenditures or acquisitions.

The intent of Adjusted EBITDA is to provide additional useful information to investors and analysts and the measure does not have any standardized meaning under IFRS. Adjusted EBITDA should therefore not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Adjusted EBITDA differently.

About the Transaction

Pursuant to the Business Combination Agreement, Aumento has agreed to acquire all of the securities of Emerge by way of a three-cornered amalgamation, subject to the terms and conditions of the Agreement. Pursuant to the Transaction, Aumento’s wholly-owned subsidiary, 1260383 B.C. Ltd. (“Subco“), will amalgamate with Emerge (the “Amalgamation“) to complete Aumento’s qualifying transaction (the “Transaction“) in accordance with the policies of the TSX Venture Exchange Inc. (“TSXV“). As a result of the Amalgamation, Emerge will become a wholly-owned subsidiary of Aumento. Upon completion of the Amalgamation, it is intended that Aumento will change its name (the “Name Change“) to “Emerge Commerce Inc.” (the “Resulting Issuer“). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of the conditions to closing as set out in the Business Combination Agreement.

Under the terms of the Business Combination Agreement, at the effective time of the Amalgamation (the “Effective Time“), among other things:

  1. Aumento will consolidate its outstanding common shares on the basis of three quarters (0.75) of a post-consolidation common share for every one (1) common share of Aumento (the “Consolidation“);

  2. The holders of common shares of Emerge (“Emerge Shares“) will receive common shares of the Resulting Issuer in exchange for their Emerge Shares on the basis of an exchange ratio of one (1) Aumento post-Consolidation common share for every one (1) Emerge Share issued and outstanding as at the Closing (the “Exchange Ratio“);

  3. All outstanding warrants and stock options of Emerge either automatically adjust in accordance with the terms thereof such that following completion of the Transaction, the holders thereof shall acquire the post-Consolidation common shares of Aumento in lieu of the common shares of Emerge adjusted to reflect the Exchange Ratio, with the exercise prices adjusted by the inverse of the Exchange Ratio, or will be replaced with equivalent convertible or exchangeable securities of Aumento entitling the holders thereof to acquire post-Consolidation common shares of Aumento in lieu of common shares of Emerge adjusted to reflect the Exchange Ratio, and otherwise bearing the same terms of the securities they replace;

  4. All outstanding convertible debentures of Emerge will either automatically adjust in accordance with the terms thereof or be exchanged for convertible debentures of Aumento on similar terms and adjusted in accordance with the Exchange Ratio and Consolidation; and

  5. The board of directors and management of the Resulting Issuer will be replaced with Ghassan Halazon, Drew Green, Kia Besharat, Nima Besharat, Jonson Sun, and John Kim (the “Contingent Board“).

The Resulting Issuer will hold on a consolidated basis all of the assets and will be subject to all the liabilities of Emerge and Aumento, and will continue the business of Emerge. The Resulting Issuer has applied to list on the TSXV as a Tier One Technology issuer.

The completion of the Amalgamation is conditional on the parties obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Resulting Issuer Security-Holdings

The Resulting Issuer will issue to the holders of Emerge Shares approximately 79,522,774 common shares of the Resulting Issuer (“Resulting Issuer Shares“) (on a post-consolidation basis) as consideration for the Transaction, and the Emerge shares shall thereafter be cancelled.

The Resulting Issuer will issue to the holders of common shares of Aumento (“Aumento Shares“), approximately 1,500,000 Resulting Issuer Shares (on a post-consolidation basis), representing one fully paid and non-assessable Resulting Issuer Share for each Aumento Share held by such holder, and the Aumento Shares shall thereafter be cancelled.

Following the completion of the Transaction, it is anticipated that, immediately thereafter, the Resulting Issuer will have 81,022,774 Resulting Issuer Shares issued and outstanding with: (a) former Emerge shareholders (not including Subscription Receipt holders) holding an aggregate of 67,301,558 Resulting Issuer Shares, representing approximately 83.1% of the outstanding Resulting Issuer Shares; (b) former Aumento shareholders holding an aggregate of 1,500,000 Resulting Issuer Shares, representing approximately 1.9% of the outstanding Resulting Issuer Shares; (c) Subscription Receipt holders holding an aggregate of 11,639,254 Resulting Issuer Shares, representing approximately 14.4% of the outstanding Resulting Issuer Shares; and (d) Agent Subscription Receipt holders holding an aggregate of 581,962 Resulting Issuer Shares, representing approximately 0.7% of the outstanding Resulting Issuer Shares.

Following the completion of the Transaction, it is anticipated that, immediately thereafter, the Resulting Issuer will have the following convertible securities issued and outstanding:

Convertible Securities
Resulting Issuer Shares issuable upon exercise of Resulting Issuer Options 9,917,633
Resulting Issuer Shares issuable upon exercise of Resulting Issuer Warrants 5,616,200
Resulting Issuer Shares issuable upon exercise of Compensation Options 208,000
Resulting Issuer Shares issuable upon exercise of Compensation Option Warrants 208,000
Resulting Issuer Shares issuable upon exercise of Broker/Finders’ Warrants 931,142
Resulting Issuer Shares issuable upon vesting of RSUs 4,054,000
Resulting Issuer Shares issuable upon exercise of Convertible Debentures 1,784,615
Resulting Issuer Shares issuable upon exercise of option on payment of deferred consideration 1,666,667
Total Convertible Securities 24,386,257

 

The Resulting Issuer will adopt a stock option plan (the “Stock Option Plan“) for the granting of stock options. The Stock Option Plan will be a “fixed” plan pursuant to which the total maximum number of Resulting Issuer Shares that may be issued pursuant to it is 16,204,500 stock options or such additional amount as may be approved from time to time in accordance with the requirements of the stock exchange that the Resulting may be listed or traded on, if required.

Shareholder Meetings

Aumento held a meeting of its shareholders on September 8, 2020 at which its shareholders approved the Name Change, the Consolidation and the Contingent Board.

Emerge held an annual general and special shareholder meeting on September 29, 2020 at which its shareholders approved, among other matters, the Amalgamation and related matters.

Arm’s Length Transaction

The Transaction is an arm’s length transaction in accordance with the policies of the TSXV and is subject to Emerge shareholder approval.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Amalgamation, James Walker, Paul Pathak and Roger Daher shall resign as directors of Aumento and Roger Daher shall resign as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of Aumento. Subject to Exchange approval, the directors of the Resulting Issuer as at the Effective Time shall be Ghassan Halazon, Drew Green, Kia Besharat, Nima Besharat, Jonson Sun, and John Kim. The Resulting Issuer will appoint Ghassan Halazon as President and Chief Executive Officer, Jonathan Leong as Chief Financial Officer, Fazal Khaishgi as Chief Operating Officer, and Nima Besharat as Corporate Secretary, subject to Exchange approval. Further information concerning the proposed directors and officers of the Resulting Issuer is as follows:

Ghassan Halazon, Director and President and Chief Executive Officer

Ghassan Halazon is the Founder and CEO of Emerge Commerce Inc., named Canada’s fastest growing e-commerce Startup in Canada, 12th overall, by the 2019 Startup 50, a CanadianBusinesss.com and Maclean’s list.

Ghassan has 10 years of experience acquiring and operating e-commerce businesses in North America. Ghassan is also an early stage technology investor and mentor. Over the past decade, companies founded by Ghassan have driven $400 million in gross merchandise value (“GMV”), hired over 300 employees, completed 7 M&A transactions, across 3 countries, and raised over $40 million in capital.

Ghassan’s experience leading an e-commerce business through a challenging climate became the basis of founding Emerge, to consolidate quality assets cost-effectively and build a truly profitable e-commerce portfolio.

Formerly, Ghassan was an Investment Banker with Citi (New York) during which his team advised on $5 billion worth of capital raising and M&A transactions. Ghassan Halazon holds an MBA from Georgetown University, and a Bachelor of Commerce from McGill University.

Ghassan sits on the Boards of the Canadian Arab Institute, a non-partisan organization that focuses on issues and interests of the community. Ghassan is also a board member of the Be-Abled Society, a not-for-profit that enables individuals with non-visible disabilities transition back into everyday life.

Ghassan is an e-commerce and technology speaker haven given keynote speeches and fireside chats at Harvard, TEDx, TechTO, and TechStars among others. Ghassan and his companies have been featured on major news and technology publications including the Financial Post, Globe & Mail, Toronto Star, CBC (Dragons’ Den), CTV and BetaKit.

Upon completion of the Transaction, Ghassan Halazon will own approximately 10,222,469 Resulting Issuer Shares representing approximately 11.7% of the share capital of the Resulting Issuer on a fully diluted basis and approximately (13.3% on a non-diluted basis). It is anticipated that the only other insiders of the Resulting Issuer will be its directors and senior officers.

Jonathan Leong, Chief Financial Officer

Jonathan Leong has been involved in a number of public and private market transactions, including business acquisitions and reverse take-overs, for both domestic and international entities. Jonathan is a Chartered Professional Accountant, Chartered Accountant and Chartered Business Valuator with experience working in a variety of financial reporting, audit, advisory, M&A and valuation engagements.

Prior to joining Emerge, Jonathan held senior level positions at a private-equity roll-up within the veterinary industry with over 100 clinics and $300 million in sales. He has also served as an advisor and CFO for several companies that successfully went public, including Aphria Inc. and TerrAscend Corp. Jonathan articled with Grant Thornton LLP and obtained his Master of Accounting from the University of Waterloo.

Fazal Khaishgi, Chief Operating Officer

Fazal is a savvy operator with over 10 years of proven success in operating and scaling high growth e-commerce and SaaS businesses. He was among the first 5 employees at Buytopia.ca, an Emerge Commerce Inc. company, where he helped pioneer a unique marketing strategy, leveraging traditional media and digital assets to obtain the lowest cost of customer acquisition, and in the process, helping Buytopia rank #3 profit HOT 50, 2013.

Fazal co-led the development of SnapSaves (sold to Groupon in 2014), a disruptive mobile couponing platform enabling CPG companies to target consumers directly, bypassing retailers and collecting valuable data. Fazal successfully concluded the sale of Buytopia.ca to Emerge and joined the management team to lead operations. Fazal is deeply passionate about building sustainable e-commerce by leveraging innovative technology and achieving a critical scale through M&A and cost-effective digital marketing. Fazal holds a BA Hons from the University of Toronto (St. George) in Economics.

Drew Green, Director

Drew Green is an award-winning Chief Executive Officer, entrepreneur and expert in managing fast-paced, high-growth companies, creating one of the world’s fastest growing apparel brands. Previously recognized as top 40 under 40, as well as CEO of the year, in 2017 Green was awarded the Innovation in Retail award by the University of Alberta. In 2018 he was awarded Breakout Retailer of the Year by Chain Store Age.

Drew was CEO of SHOP.CA, Canada’s first multi-merchant marketplace (acquired by Emerge). Drew has helped create billions in shareholder value through leadership roles at DoubleClick (acquired by Google), SHOP.COM (acquired by Market America) and Flonetwork (acquired by DoubleClick).

Kia Besharat, Director

Kia has over 15 years of Founder, Private Equity, Investment Banking, and Directorship experience. As Senior Managing Director & Head of Capital Markets, Kia leads the advisory, restructuring, corporate finance and mergers & acquisitions mandates across the firm’s global platform. Since joining Gravitas Securities in 2016, he has played a key role in establishing the firm as one of the top boutique investment banks in Canada. His transactions have totaled in excess of $750 million and in aggregate of more than $3 billion over the span of his career. Kia was recognized by the Investment Industry Association of Canada (IIAC) as a Top 40 Under 40 Award Nominee in 2018.

He holds a Bachelor of Arts (Economics with minor in Management) from McGill University as well as a Master of Science (Finance & Investment) from the University of Edinburgh. Kia was one of Canada’s top tennis players, having competed as a professional in tournaments across the world and at the NCAA division 1 level. He has supported numerous charitable organizations such as the Daily Bread Food Bank, Sick Kids Hospital Foundation and the Royal Columbian Hospital.

Nima Besharat, Director and Corporate Secretary

Nima Besharat has extensive Private Equity, Merchant Banking and Directorship experience. He currently serves as Vice President, Global Investment Banking at Gravitas Securities, a leading independent, internationally owned and operated wealth management and capital markets firm. Gravitas Securities is a full service investment dealer platform registered with IIROC and a member of CIPF.

Prior experience in Wealth Management at TD Bank and Scotiabank. Nima articled with Oxford Properties Group, the real estate investment arm of OMERS, one of Canada’s largest pension plans. UK legal experience in Asset Management, Structured and Asset Finance and Corporate Finance and Private Equity at BNP Paribas, Allen & Overy and Bryan Cave Leighton Paisner.

Nima holds a Bachelor of Arts in Economics and History from Western University, a Bachelor of Laws (Hons.) from the University of Sheffield (UK), a Master of Laws in International Business Law (Dr. Peter Dyne Scholar) from King’s College London, University of London (UK) and a Postgraduate Diploma in Legal Practice (Corporate Finance) from the University of Law (UK). He is a member of the Law Society of Ontario and the Ontario Bar Association.

Jonson Sun, Director

Jonson Sun is the founder and president of GIC Merchant Bank Corp, a merchant banking firm based in Toronto, Canada that specializes in investing in private companies and consolidation strategies. GIC services include providing start-up and growth business strategy advice and capital market consulting. The company has successfully incubated and seeded companies across multiple sectors, including e-commerce, staffing, and healthcare technology.

Jonson also sits on the board of Hire Technologies Inc., Emerge Commerce Inc., Pishon Innovation Lab, and Kore Alliance. He is also active in philanthropic and faith-based organizations around the world.

John Kim, Director

John is a Toronto based businessman and award-winning Institutional investor for 20+ years with an extensive capital markets network. His investment focus has included companies from a variety of sectors, including technology, healthcare, and resources at various stages of development, ranging from early start-ups to Fortune 1000 Companies. John has both public and private company board experience.

Mr. Kim currently sits on the board as lead independent director of WELL Health Technologies Corp., a company listed on the Toronto Stock Exchange. Mr. Kim also previously served as lead independent director of Ascalade Communications Inc.

Subscription Receipt Financing

In connection with the Transaction and as previously announced on July 17, 2020, Emerge has completed a private placement offering (the “Subscription Receipt Financing“) of 11,639,254 subscription receipts (the “Subscription Receipts“) at a price of $0.75 per Subscription Receipt for gross proceeds of $8,729,440.50, with the final tranche completed on September 22, 2020. Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions“) on or before the escrow release deadline, and without any further action payment of additional consideration, one common share in the capital of Emerge for each Subscription Receipt then held.

Details of Agents’ Compensation

Canaccord Genuity Corp. (the “Lead Agent“) and Gravitas Securities Inc. were engaged as lead agents in connection with the Subscription Receipt Financing (the “Agents“). The Agents received a cash commission equal to 8% of the gross proceeds of the Financings, less any finders’ fee (the “Agent’s Commission“), together with broker warrants equal to 8.0% of the number of Subscription Receipts issued under the Subscription Receipt Financing (the “Broker’s Warrants“). Upon and conditional on the satisfaction of the Escrow Release Conditions, each Broker’s Warrant will be exercisable for one Common Share at a price of C$0.75 and following completion of the Transaction, one common share of the Resulting Issuer (“Resulting Issuer Share“) at a price of C$0.75 per share for a period of 36 months following the completion of the Transaction. In addition, a corporate finance fee (the “Corporate Finance Fee“) was paid to the Lead Agent equal to 5% of the gross proceeds raised in the Offering, which Corporate Finance Fee will be payable in Subscription Receipts in such amount as equals 5% of the number of Subscription Receipts issued, totaling 581,962 Subscription Receipts. Emerge will pay all of the Agents’ reasonable expenses of the Subscription Receipt Financing, including reasonable fees, taxes and disbursements of the Agents’ legal counsel (the “Agents’ Expenses“), such Agents’ Expenses being payable whether or not the Subscription Receipt Financing or the Transaction are completed

The gross proceeds from the Subscription Receipt Financing less the Agents’ Expenses (the “Escrowed Proceeds“) are held in escrow until the satisfaction of the Escrow Release Conditions, including the confirmation that all conditions precedent to the Transaction, other than the release of the Escrowed Proceeds, have been satisfied. In the event that the Escrow Release Conditions are not met on or before that date which is 210 days following the closing of the applicable tranche of the Subscription Receipt Financing, the Escrowed Proceeds, together with any interest accrued thereon while in escrow, shall be returned to the purchasers on a pro rata basis and the Subscription Receipts shall be automatically cancelled. Emerge shall make up for any short fall in funds payable to the purchasers.

Secured Bridge Loan

Pursuant to the terms of the Business Combination Agreement, at Emerge’s request Aumento will advance an aggregate of $250,000 to Emerge by way of secured loan (the “Aumento Capital Loan“). The Aumento Capital Loan will be interest free until the earlier of closing of the Transaction or the date the Business Combination Agreement is terminated. Emerge will apply the proceeds of the Aumento Capital Loan to fund the costs of the Transaction. The Aumento Capital Loan will be secured against the assets of Emerge or such other security as necessary to obtain such approval, but will rank behind all existing registered security of Emerge. On closing of the RTO Transaction, the Aumento Capital Loan will be consolidated as a debt assumed by the Resulting Issuer.

Use of Proceeds

The funds to be available to the Resulting Issuer upon the closing of the Transaction are expected to be approximately $10,961,797, which includes the anticipated net proceeds of the Subscription Receipt Financing of approximately $7,714,441 and existing cash on hand of Emerge and Aumento immediately following the Amalgamation.

Such available funds are anticipated to be used, principally, as follows:

Use of Available Funds Amount
Transaction costs $250,000
Repayment of convertible debentures $1,160,000
Repayment of debt $5,000,000
Payment of deferred and contingent consideration $2,211,515
Future acquisitions $2,100,000
Unallocated $240,282

 

The Resulting Issuer intends to spend the funds available to it as stated above. There may be circumstances, however, where for sound business reasons, a reallocation of funds may be necessary.

Investor Relations Services

Emerge is pleased to announce that it has engaged Loderock Advisors Inc. (“Loderock“) to provide investor relations services to Emerge. Services include developing and maintaining relationships with market participants, coordinating the disclosure of corporate information to shareholders, and providing capital markets advice to the Company. Loderock will be compensated at a rate of CAD$10,000 per month plus HST. The fees will automatically increase by 2.5 percent at the anniversary of the contract, unless otherwise negotiated.

Exemption from Sponsorship

Aumento plans to rely on the exemption from sponsorship requirements provided by the TSXV’s policies where a brokered private placement greater than $500,000 is completed and the TSXV receives a satisfactory due diligence letter from the Agent.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Aumento will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Amalgamation, the Subscription Receipts Financing, Emerge, Aumento and the Resulting Issuer.

Regulatory Statements

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT“) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

The information contained or referred to in this press release relating to Emerge has been furnished by Emerge. Although Aumento has no knowledge that would indicate that any statement contained herein concerning Emerge is untrue or incomplete, neither Aumento nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV approval and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Aumento, Emerge, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Subscription Receipt Financing, the ability to obtain regulatory approvals, the proposed business plan of Emerge, and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the e-commerce industry, the risk that Emerge and Aumento may not obtain all requisite approvals for the Transaction, including the approval of the TSXV for the Transaction (which may be conditional upon amendments to the terms of the Transaction), requirements to obtain regulatory approval, failure to obtain regulatory approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Aumento and Emerge have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Aumento and Emerge undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

For further information please contact:

Aumento Capital VII Corporation
Roger Daher, President
Email: [email protected]

Emerge Commerce Inc.
Ghassan Halazon, CEO
Email: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/65611

Fintech

Copper State Credit Union Takes One Platform Approach with Jack Henry

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Jack Henry™ (Nasdaq: JHKY) announced today that Copper State Credit Union will leverage the company’s single technology platform to boost internal efficiencies and improve experiences.

Copper State Credit Union formed in 2020 from the merger of Canyon State Credit Union and Deer Valley Credit Union. Following the merger, the credit union managed multiple products across several different technology providers. This prompted the team to reevaluate their strategy and select Jack Henry as their enterprise technology provider. Jack Henry’s open infrastructure will automate and streamline operations, as well as integrate and optimize offerings.

“Jack Henry’s single platform approach allows us to consolidate our existing relationships into one organization with the option to tap into a vast ecosystem of fintech services,” said Robb Scott, President/CEO of Copper State Credit Union. “This enables us to continue to be innovative in our markets while remaining committed to delivering an exceptional member experience.”

Copper State Credit Union understands the importance of providing a convenient and simple digital experience for members. Their new digital banking platform will give members a complete view of all their finances in a single place. Part of this experience will include the ability to open new accounts and debit cards, manage credit scores, and receive instant payments. And, modern fraud and financial crimes prevention and detection solutions will protect members’ data and monitor transactional behavior.

“Our all-in strategy with Jack Henry ensures our members receive the connected services and resources they need to achieve financial prosperity and empowerment,” Scott continued. “The relationship frees up our internal resources to focus on finding ways to improve the financial lives of member-families within our community.”

Shanon McLachlan, president of Credit Union Solutions at Jack Henry, commented, “The beauty of our technology is the optionality and flexibility. Credit unions can choose to be in all-in with us like Copper State Credit Union or start by investing in their technology future one step at a time. Regardless, we continue to provide the support and services they need to help their members succeed.”

The post Copper State Credit Union Takes One Platform Approach with Jack Henry appeared first on HIPTHER Alerts.

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Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program

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Moomoo Technologies Inc. today announced that FinTech Breakthrough recognized the company with its 2024 annual award of “Best Stock Trading App.”  Founded in 2018, moomoo is an investment and trading platform that empowers global investors with pro-grade, easy-to-use tools, data, and insights. With its sister brand, moomoo has over 21 million users globally and it provides users with the necessary information and technology to make more informed investment decisions.

As the FinTech sector becomes more crowded and companies struggle to stand out from the crowd with their products and services, the FinTech Breakthrough Awards help recognize and showcase FinTech innovators based on creativity, hard work, and technologies centered around their products, solutions, and services. Its committee selected winners based on their innovative performance, their impact on solving user needs and problems, and whether their ease of use management can scale at growth.

“We are thrilled to be recognized as the best stock trading app by FinTech Breakthrough as it supports our mission to provide all levels of investors with an intuitive and robust platform,” said Justin Zacks, Vice President of Strategies, Moomoo Technologies Inc.  “Backed by independent research, advanced technological development capabilities, and our unique digital-first business model, we want to level the playing field for retail investors. From powerful stock and option analysis tools to fully extended trading hours, moomoo serves both new and experienced traders.”

“Moomoos’ robust technologies help investors spot potential investment opportunities and make informed decisions. Investors at all levels are looking for in-depth data, market news and global insights,” said Steve Johansson, Managing Director, FinTech Breakthrough. “We want to recognize moomoo as ‘Best Stock Trading App!’ By striving to provide investors with the best online trading experiences possible, investors at any stage can make confident investment decisions backed by readily available data and insights.”

The post Moomoo Wins “Best Stock Trading App” Award in 2024 FinTech Breakthrough Awards Program appeared first on HIPTHER Alerts.

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Insights from Prague Gaming & TECH Summit 2024 Speakers (pre-event)

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As we approach the Prague Gaming & TECH Summit, we’ve connected with some of the event’s distinguished speakers to delve into the future of the gaming and tech industries. Their insights shed light on the shifting dynamics, underscoring the significance of adaptability, innovation, and strategic foresight.

We posed the following questions to our speakers:

  • What has been the most surprising or valuable lesson you’ve learned in your career within the gaming/tech sector?
  • Can you share a project or achievement in your career that you’re particularly proud of?
  • In your opinion, what are the biggest challenges facing the gaming and tech industries today?

Below, you’ll find a brief overview of their responses. For more in-depth insights, scroll down to read each speaker’s full reply.

#### Viktoria Soltesz: Mastering the Financial Game

Viktoria Soltesz, a pivotal figure in the payment solutions space, shared a crucial lesson from her career: the significance of a well-crafted payment plan. Through her work, Soltesz has observed the downfall of companies due to inadequate financial strategies, emphasizing that such pitfalls are easily avoidable with proper planning. Her recent book, “Moving Money – How Banks Think,” aims to demystify banking and payment processes for businesses, advocating for informed financial decision-making within the gaming and tech sectors.

#### Aleksandra Andrishak: The Power of Continuous Learning

Representing Slotsjudge, Editor in Chief Aleksandra Andrishak looks forward to delving into topics like iGaming and blockchain at the summit. Andrishak highlights the transformative work undertaken at Slotsjudge in 2023 and stresses the importance of perpetual learning in the fast-paced gaming industry. Her advice to newcomers is to embrace innovation and remain adaptable to stay ahead.

#### Jakub Tesar: Blockchain’s Expanding Horizon

Jakub Tesar predicts a promising future for blockchain technology, especially within the Ethereum ecosystem, and the rise of Web3. He envisions a world where gamers have greater control over virtual collectibles and in-game items, thanks to blockchain. Tesar anticipates GenAI revolutionizing game interactions and narratives, urging industry professionals to experiment with blockchain’s burgeoning use cases.

#### Kaspar Szymanski: Navigating SEO in the Gaming and Tech World

Kaspar Szymanski, with his rich background in Google Search, identifies the challenge of distinguishing brands in a saturated market. He argues for a focus on unique selling propositions and long-term growth strategies. At the summit, Szymanski aims to dispel SEO myths and offer actionable advice, emphasizing that SEO setbacks can lead to significant growth opportunities.

#### Jasmina Poglavc: Data-Driven Innovation in iGaming

Jazz underscores the impact of advanced data analytics and AI in enhancing the iGaming experience through personalized player engagement. She points out the challenges of data privacy and navigating the regulatory landscape, advocating for a shift towards more player-centric and responsible gaming practices.

These insights from our speakers highlight a common theme: the gaming and tech industries are at a critical juncture, facing challenges that span financial planning, regulatory navigation, and technological innovation. The Prague Gaming & TECH Summit stands as a pivotal platform for addressing these challenges, fostering dialogue, and paving the way for future advancements.

As we anticipate the rich discussions and networking opportunities at the summit, it’s clear that adaptability, continuous learning, and strategic planning are key to navigating the future of gaming and tech. Join us in Prague to explore these themes and more, shaping the trajectory of these dynamic industries.


Viktoria Soltesz – Founder at PSP Angels

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

In my career within the gaming/tech sector, one of the most valuable lessons I’ve learned is the importance of having a payment plan. While analyzing the financial and banking information of various companies, I noticed a recurring pattern: many companies that failed did so due to poor payment and banking practices. They often miscalculated risks, under-budgeted costs, or neglected to set up a proper payment plan. These errors in financial planning were common culprits behind their downfall. What surprised me the most was how easily these businesses could have avoided such failures with proper payment planning. It became evident that many businesses fail for avoidable reasons, and simply taking the time to understand and establish a payment plan can make a significant difference. By paying close attention to the flow of money and investing just a few hours in crafting a solid plan, a business can set itself on a path to success, outperforming much of its competition.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

One of the achievements I’m particularly proud of in my career is the recent launch of my book, “Moving Money – How Banks Think,” which is now available on Amazon. This book is a valuable resource for businesses, emphasizing the often-overlooked importance of banking and payments in today’s competitive landscape. It provides insights into the intricacies of banking decisions, the history of payment systems, and practical guidance on managing funds more safely and cost-effectively. I’m excited to share this knowledge and help businesses make informed decisions in the realm of payments, especially those that are high-risk or startups.

What do you think are the biggest challenges facing the gaming and tech industries today?

In the gaming and tech industries today, one of the most significant challenges is undoubtedly related to payments. While these industries focus heavily on product development, market competition, and marketing strategies, the crucial aspect of payment planning often gets overlooked. This oversight can lead to businesses incurring unnecessary banking fees and facing unexpected operational risks. Understanding the complexities of banking and payment systems is crucial, yet it remains an area with limited knowledge for many in these sectors. Lack of knowledge in this domain can result in poor financial decision-making. As a payment expert, I have observed that addressing these payment-related challenges is essential for the long-term success and sustainability of businesses in the gaming and tech industries. By gaining a better understanding of how payments work and the reasoning behind banking decisions, these industries can navigate financial challenges more effectively and make informed choices, ultimately ensuring smoother operations and cost savings.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am greatly anticipating the upcoming Prague Gaming & TECH Summit for several compelling reasons. First and foremost, I’m excited about the high-quality content that will be presented during the event. It’s an excellent opportunity to gain valuable insights and knowledge about the gaming and tech industries.

Additionally, I’m looking forward to reconnecting with old acquaintances and making new connections. Networking is a fundamental aspect of such gatherings, allowing us to exchange ideas, share experiences, and forge new professional relationships.

Lastly, I’m eager to hear about the latest industry developments and gossip. Staying informed about the current trends and happenings within the gaming and tech sectors is essential for keeping a competitive edge in these dynamic industries.

Overall, the Prague Gaming & TECH Summit promises to be an enriching and engaging experience, offering valuable content, networking opportunities, and industry insights.


Aleksandra Andrishak – Editor in Chief at Slotsjudge

What are you most looking forward to at the Prague Gaming & TECH Summit?

The vegan catering! Jokes aside, Hipther events are renowned for their best-in-class networking, and I’m eagerly anticipating the opportunity to delve into topics such as iGaming, eSports, and Blockchain with top experts in the industry. This will mark my second collaboration on stage with Zoltan and the team, and I’m very much looking forward to it.

Can you tell us about a project or achievement in your career that you’re particularly proud of?

I’m honored to represent Slotsjudge at the Prague Gaming & TECH Summit 2024. I’m particularly proud of all the work we’ve accomplished with the team in 2023. This year, you can expect even more from us, including new features, a completely revamped website, and even more ways to have fun together with us if you’re a gaming enthusiast!

What advice would you give to someone starting their career in the gaming or tech industry?

Never stop learning. The gaming industry is one of those sectors where innovation occurs almost daily. To stay ahead of the curve, you cannot afford to become complacent. Continuously strive to expand your knowledge and skills. Good luck!


Jakub Tesar – Innovation, Digital & Emerging Tech Lead at EY

What are your top three predictions for the future of gaming and tech industries in the next five years?

  1. The Ethereum ecosystem will evolve into a hub for practical applications, driving large-scale enterprise adoption of blockchain technology.
  2. The growth of Web3 will empower users to have self-custody over virtual collectibles and in-game items, enabling the purchase of ‘phygital’ items that merge the physical and online worlds. This evolution will facilitate free trade on blockchain-powered marketplaces and allow brands to explore new monetization strategies for digital assets.
  3. Generative AI (GenAI) will revolutionize gaming experiences, enabling players to interact with non-player characters (NPCs) in more natural and dynamic ways, and experience storylines that adapt and evolve in real-time.

Can you share a recent innovation in the gaming/tech industry that excites you? What challenges do you think the industry needs to address? The integration of GenAI within gaming environments excites me the most. It offers unprecedented, natural-like interactions with GenAI-based NPCs and allows for fluid, dynamic storylines. However, the industry must navigate the ethical implications of AI, ensuring that these technologies are developed and used responsibly.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector? In my career, the most valuable lesson has been the constant need for innovation and adaptability. The rapid pace at which technology evolves requires a perpetual learning mindset and the willingness to embrace change.

How do you see the role of AI and emerging technologies shaping the gaming and tech industries? AI and emerging technologies are set to fundamentally reshape the gaming and tech industries by introducing more immersive, interactive, and personalized experiences. These technologies will not only enhance gameplay but also offer new avenues for creativity and innovation within the sector.

What advice would you give to someone starting their career in the gaming or tech industry? Never stop learning. The gaming industry, in particular, is characterized by its rapid evolution and innovation. Staying informed and continually enhancing your skills is crucial to staying ahead in this competitive field.

What do you think are the biggest challenges facing the gaming and tech industries today? Addressing the ethical and societal implications of rapid technological advancement, including privacy concerns, data security, and the potential for misuse, remains a significant challenge.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see? Regulations need to strike a balance between fostering innovation and protecting consumers. I hope to see regulations evolve in a way that supports the ethical development of new technologies while ensuring they are accessible and beneficial to all.

What are you most looking forward to at the Prague Gaming & TECH Summit? I’m eagerly anticipating the opportunity to delve into the latest industry trends, connect with fellow professionals, and share insights on the evolving landscape of gaming and technology.

Is there a specific message or insight you hope attendees will take away from your session? I hope attendees recognize the enduring significance of blockchain technologies and are inspired to explore and experiment with their vast potential for innovative use cases.


Kaspar Szymanski – Founder of SearchBrothers

What do you think are the biggest challenges facing the gaming and tech industries today?

One of the primary challenges in an industry saturated with numerous market players offering similar web platforms and services is effectively defining and communicating a compelling unique selling proposition (USP). While brand building, prioritizing user experience, and optimizing website performance are essential, they are merely steps towards the ultimate goal of offering a service or product that isn’t readily available elsewhere. Moreover, developing a long-term strategy presents a significant challenge in an industry that tends to favor short-term success. The pressure of organizational and market demands often hinders decision-makers from adopting strategies focused on sustainable, gradual growth. This challenge is particularly evident in search engine optimization (SEO), where the goals of long-term growth and meeting immediate organizational needs must be aligned, as search engine algorithms prioritize actual ranking signals over organizational constraints.

What are you most looking forward to at the Prague Gaming & TECH Summit?

I am eager to share the unique insights into Google Search that I gained during my time working for Google, as well as my experiences as a consultant helping clients in competitive niches outperform their competitors. My presentation will include exciting real-life case studies, debunk several myths within the SEO industry, and provide attendees with actionable advice they can immediately apply. I am also looking forward to listening and learning from others, and eagerly anticipate addressing audience questions during the Q&A session following my presentation.

Is there a specific message or insight you hope attendees will take away from your session?

I want my audience to understand that Google penalties are not the end of the world and can be resolved. SEO setbacks, while initially unwelcome, can actually offer an opportunity for significant growth, potentially surpassing any previous rankings on Google Search. These moments can be a hidden blessing, revealing new paths to success. I invite anyone curious about the inner workings of Google Search, how it can benefit your website, and seeking genuine answers to their Google and SEO questions to join my session.


Jasmina Poglavc – Senior Product Manager at Gamanza Group AG & Freelance iGaming Consultant

Can you share a recent innovation in the gaming/tech industry that excites you, and what challenges do you think the industry needs to address?

My background in iGaming platforms and online operations has given me a unique perspective on the transformative potential of advanced data analytics and AI. These technologies promise significant changes, especially in real-time player engagement for iGaming platforms and operators. By analyzing player behavior, preferences, and patterns in real time, we can offer personalized promotions, customized gaming experiences, and targeted loyalty programs. This not only boosts player satisfaction but also optimizes revenue streams.

However, the full realization of these benefits faces challenges, primarily concerning data privacy and security. Protecting sensitive player information is paramount, and navigating the evolving regulatory landscape to align data-driven practices with compliance standards is equally crucial.

What has been the most surprising or valuable lesson in your career within the gaming/tech sector?

Adaptability has been the most valuable lesson in my career. The gaming and tech sectors are incredibly dynamic, with constant evolutions and innovations. Embracing change, remaining agile, and continuously seeking learning opportunities have been essential for navigating challenges and achieving success. Anticipating industry trends and staying informed about technological and regulatory developments are key to staying ahead.

What advice would you give to someone starting their career in the gaming or tech industry?

Stay curious and proactive. Embrace challenges as growth opportunities, keep up with industry trends, and cultivate a strong professional network. Innovation drives the gaming and tech industries, so developing a mindset that embraces change and fosters creativity is crucial.

What do you think are the biggest challenges facing the gaming and tech industries today?

The primary challenges include cybersecurity threats, talent acquisition and retention, and adapting to an evolving regulatory landscape. Balancing innovation with compliance is challenging, as regulations often lag behind technological advancements. A strategic, adaptive approach is essential for navigating these challenges, necessitating proactive engagement with regulators and an awareness of legal frameworks.

How do you see regulations impacting the gaming and tech industries, and what changes would you like to see?

The gaming industry, exemplified by the situation in Germany, faces challenges from overregulation, which can drive players toward unregulated, black-market operators. While regulations are crucial for ensuring fairness and consumer protection, too restrictive an environment can hinder the industry’s growth and inadvertently compromise player safety.

I advocate for regulations that evolve with technological advancements, are harmonized globally, and are developed in collaboration with industry stakeholders. This approach aims to balance consumer protection with innovation, ensuring a thriving, responsible gaming ecosystem.


Click here to register and unlock the door to endless possibilities at the Prague Gaming & TECH Summit. Your next big opportunity awaits!

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