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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.

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Bet on Games launches horror-themed crash title Zombie Rush

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Bet on Games, the instant and crash games vertical within the Betcore ecosystem, has launched a new horror-themed crash game called Zombie Rush. The title is now available for global integration via Betcore’s single API, alongside content from TVBET and ElCasino.

Zombie Rush wraps the crash mechanic in a graveyard “survival run” theme. Players decide when to cash out as the multiplier rises, with the round ending when the “crash” triggers.

Bet on Games said the game runs on an “Optimized Math Model” with 97.5% RTP and a “dynamically accelerating multiplier curve.” The release also highlights “Visceral Horror Aesthetics,” linking the crash moment to a “grisly, memorable animation.”

On the feature set, Zombie Rush includes Autoplay and Auto Cash-out. It also adds “Strategic Dual-Betting,” which allows play across two parallel rounds simultaneously.

Betcore is directing partnership and integration inquiries to [email protected]. A gameplay video is available here.

The post Bet on Games launches horror-themed crash title Zombie Rush appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.

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Baccarat

ICONIC21 launches Squeeze Baccarat RNG game with player-controlled reveal

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ICONIC21 has launched Squeeze Baccarat, a new RNG baccarat title designed around the “squeeze” reveal mechanic more commonly associated with live-table play.

In the game, the player controls the reveal pace, using actions such as peeling back an edge to uncover each card, rather than watching a standard automated animation sequence.

ICONIC21 said the title is fully customisable, including interface and card design, positioning it for operator branding and lobby integration.

Edvardas Sadovskis, Chief Product Officer at ICONIC21, said: “The squeeze is one of those moments every baccarat player is excited about. That slow, deliberate reveal before the big win is what makes it tense. The problem? That feeling almost never survives the jump to RNG. It gets replaced by an animation and the magic is gone.

“We refused to let that happen. Getting the squeeze right in a digital environment is genuinely hard but we successfully managed, and honestly, we’re pretty excited about what came out. Instead of watching it happen, the player controls the reveal themselves.

“Add full brand customisation on top of that, and what you have is something operators can truly call their own. We can’t wait to see what our partners do with it.”

The post ICONIC21 launches Squeeze Baccarat RNG game with player-controlled reveal appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.

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Bichara e Motta Advogados

The iGaming Industry’s New Challenges in 2026

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In an exclusive article for Gaming Americas, Udo Seckelmann, partner in the Gambling & Crypto department at Bichara e Motta Advogados, examines how the Brazilian iGaming market has entered a new phase of maturity following BiS SiGMA South America 2026.

Moving beyond regulatory expectations, the industry now faces real operational, political, and economic pressures, raising critical questions about sustainability, enforcement, and the balance between growth and consumer protection in one of the world’s most dynamic betting markets.

BIS SIGMA 2026 made it clear that the conversation around Brazil’s betting sector has fundamentally changed. The industry is no longer being discussed as a future opportunity shaped by regulatory expectations, but as a functioning ecosystem already subject to real-world pressures. With the framework in force and operators active, the focus has shifted to how the market actually behaves under regulation — and where that framework is being put to the test.

This shift was evident both in the quality of the discussions and in the profile of participants. In past editions, much of the debate focused on the ideal regulatory framework, taxation, and market entry strategies. In 2026, the focus moved toward more sophisticated — and, in many ways, more challenging — topics: regulatory implementation, enforcement, and the balance between growth and consumer protection.

An additional element that permeated many discussions was the recent hardening of political discourse toward the sector. Statements from the President suggesting the potential elimination of the regulated betting market, as well as initiatives in Congress aimed at broadly restricting betting advertising, reveal legitimate concerns about negative externalities but also a concrete risk of public policy being shaped in a way that is disconnected from the newly established regulatory reality.

The criticism here is not directed at the concern for consumer protection — which is undoubtedly essential — but rather at how this debate has been conducted. Prohibitive or overly restrictive measures, particularly in the field of advertising, tend to produce adverse effects already observed in other jurisdictions: reduced channeling capacity toward the regulated market, the strengthening of illegal operators, and a weakening of consumer protection mechanisms themselves.

In this context, advertising should not be viewed solely as a risk factor, but also as a public policy tool. It is through advertising that licensed operators can differentiate themselves from unregulated entities, communicate responsible gambling practices, and operate within auditable parameters. Disproportionate restrictions, in practice, reduce the visibility of those subject to regulation while simultaneously expanding the space for those operating outside it.

Moreover, the instability of political discourse — especially when it flirts with prohibition scenarios after years of efforts to structure a regulated market — creates significant legal uncertainty. Investments made based on a recent regulatory framework are reassessed, compliance costs increase, and the appetite of new entrants tends to decline. Ultimately, this undermines not only the development of the sector but also government revenue and the original regulatory objectives pursued by the Government.

Another key topic discussed during the event was the impact of increased taxation — particularly following the rise in the Gaming Tax — on the competitiveness of the regulated market. There is a legitimate concern that an overly burdensome environment, combined with severe advertising restrictions, may create an economically unviable scenario for licensed operators, once again encouraging migration to the unregulated market.

Another highlight of the event was the debate surrounding the role of technological intermediaries — including market makers in emerging segments such as prediction markets. The expansion of these models raises important regulatory questions: to what extent are existing frameworks sufficient to accommodate these innovations? And when will it be necessary to move toward specific regulatory regimes, potentially under the oversight of authorities such as the securities regulator?

A comparison with previous BIS SIGMA editions clearly demonstrates the sector’s growing maturity. If Brazil was once seen as a major promise, it is now a complex reality that requires fine-tuning and institutional coordination. The agenda has shifted from market opening to governance — now under much more intense political and social scrutiny.

Finally, one aspect that deserves particular attention is the increasing professionalization of all stakeholders involved. Operators, regulators, service providers, and even the broader public debate have evolved significantly. There is now a clearer understanding that the success of the Brazilian market depends on its credibility and long-term sustainability.

Udo Seckelmann
Partner in the Gambling & Crypto department at Bichara e Motta Advogados

The post The iGaming Industry’s New Challenges in 2026 appeared first on Americas iGaming & Sports Betting News.

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