Monaker Group, Inc. (NASDAQ: MKGI), a technology leader in the travel and vacation rental markets, provided an update to shareholders on its progress with the acquisition of HotPlay Enterprise Limited (HotPlay) and an approximately 33% interest in Axion Ventures, Inc. (Axion) pursuant to the share exchange agreements announced on July 23, 2020.
· In August, HotPlay engaged Marcum LLP as its auditor and is in the process of completing the financial statements required to be filed in Monaker’s proxy statement, which is required to be filed to seek stockholder approval for the acquisitions. The financial statements are anticipated to be completed in the near-term.
· Counsel for both HotPlay and Monaker are in the process of drafting the proxy statement so it can be filed with the SEC as soon as the required HotPlay financial statements are completed. Once the proxy statement is approved by the SEC and Monaker clears comments on such document, the proxy will be mailed to stockholders in order to seek approval from shareholders to close the acquisitions.
· Under the current HotPlay share exchange agreement, Monaker receives periodic cash advances in the form of convertible notes from HotPlay up to the time the transaction closes. To date, Monaker has received $2 million and is required to receive an additional $1 million in October 2020. The notes will be forgiven at time of the closing of the acquisitions or will be converted into Monaker common stock at a conversion price of $2.00 per share, in the event the share exchange agreements are terminated and depending on the reason for such termination.
· At the time of closing, the new combined company is expected to be debt-free and have cash-on-hand of about $12.5 million, with $5 million to be used for the acceleration of the Travel division and $7.5 million to be used to accelerate the Gaming and In-Game Advertising divisions.
· HotPlay – the In-Game Advertising (IGA) division has continued growing its customer base. On September 11, 2020, Atari®, one of the world’s most iconic consumer brands and entertainment producers, announced a partnership with HotPlay and its in-game advertising platform.
· Monaker is expected at closing to control approximately 33% of Axion, a leading video game innovator and developer with a catalog of 12 video games expected to be launched through 2021.
· Upon shareholder approval and the subsequent closing of the acquisitions, the combined companies plan to change the name of Monaker to “NextPlay Technologies, Inc.,” and Monaker has applied to Nasdaq to reserve the trading symbol “NXTP.”
· NextPlay Technologies’ goal will be to become a globally positioned innovative technology company focused on engaging products and platforms in video and eSports gaming, IGA (AdTech), and the vacation rental/travel space. It is anticipated that all of Monaker’s business segments will benefit from NextPlay Technologies’ tools and expertise in Artificial Intelligence, gamification, booking platforms, blockchain and geo-positioning/targeting solutions, and leveraging assets and technologies across all verticals to consumers.
· NextPlay Technologies’ mission will be to build a world-class, multi-industry-leading enterprise, singularly focused on creating enduring enterprise growth for stakeholders.
The closing of the transactions contemplated by the HotPlay and Axion share exchange agreements are subject to various closing conditions, consents and requirements. No assurances can be made that the parties will successfully consummate the transactions contemplated by the agreements on the terms or timeframe currently contemplated (as discussed above, or otherwise), or at all. The transaction and combination are subject to regulatory review and shareholder approvals, as well as other customary conditions. Additional information regarding the share exchange agreements, the terms thereof, and the transactions contemplated in connection therewith, are available in Monaker’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on July 23, 2020, and is available at www.sec.gov.