AlphaTON Capital Corp. (NASDAQ:ATON), a public technology company dedicated to scaling the Telegram super-app ecosystem, today announced it has entered into a definitive agreement to acquire a 60% controlling interest in GAMEE, a leading mobile gaming platform and wholly owned subsidiary of Animoca Brands. Concurrently, AlphaTON and Animoca Brands have formalized a Strategic Alliance to pursue broader commercial opportunities across blockchain and social gaming.

Strategic Rationale: Accelerating Telegram Ecosystem Monetization 

GAMEE is one of the most established gaming platforms operating at the intersection of Web2 and Web3, boasting over 119 million registered users and a history of more than 10 billion gameplay sessions. It holds a particularly strong foothold within the Telegram ecosystem, where it serves over 61 million users. The acquisition will provide AlphaTON with immediate, scaled user engagement across Telegram's approximately one billion addressable users, a distribution advantage management believes is unmatched among publicly traded digital asset companies. 

Strategic Alliance with Animoca Brands

Concurrent with entering into the acquisition purchase agreement, AlphaTON and Animoca Brands, which is one of the most prominent investors in Web3 infrastructure globally, formalized a Strategic Alliance to identify and develop commercial opportunities across blockchain and social gaming. The alliance combines AlphaTON's position as the leading public company scaling the Telegram ecosystem with Animoca Brands' unparalleled Web3 portfolio and institutional relationships. Both organizations share a commitment to advancing digital property rights and broadening Web3 accessibility through the Telegram platform.

Transaction Structure 

Under the terms of the agreement, AlphaTON Capital will acquire a 60% controlling interest stake and assume day-to-day management of GAMEE for a total consideration of up to $11 million structured to include a performance-linked earn-out over two years. Animoca Brands has signed a two-year standstill agreement with AlphaTON Captial that prohibits Animoca Brands from acquiring a controlling position in AlphaTON Capital.

I. Consideration at Closing: $3.5 million

  • $1.5 million in cash.
  • 99,800 ATON shares and 1,900,200 Pre-funded warrants, valued at $1.00 per share.
  • AlphaTON to acquire $2 million of GMEE tokens off the market over the 90 day period from closing.

II. Year 1 Earn-Out: Up to $3.5 million

  • $2.0 million in cash.
  • 1.0 million ATON shares, valued at $1.50 per share, contingent upon GAMEE achieving annual EBITDA of $1.2 million.
    • Note: If EBITDA is greater than zero but less than $1.2M, the payout will be calculated pro-rata.

III. Year 2 Earn-Out: Up to $4.0 million

  • $2.0 million in cash.
  • 1.0 million ATON shares, valued at $2.00 per share, contingent upon GAMEE achieving annual EBITDA of $1.6 million.
    • Note: If EBITDA is greater than zero but less than $1.6M, the payout will be calculated pro-rata.

Digital Assets: GMEE and WAT Tokens

The transaction includes a transfer of digital assets from Animoca Brands' treasury:

  • 878,048,199.87 GMEE tokens (51% of Seller's treasury holdings)
  • 20,478,118,311.609 WAT tokens (51% of Seller's treasury holdings)

The signing of the SPA today reflects the shared vision of Animoca Brands and AlphaTON Capital to promote digital property rights and expand Web3 accessibility on a large scale by leveraging Telegram. The transaction is expected to close within 30 days, subject to customary closing conditions.

The entire team at GAMEE are expected to stay on board and continue to operate the GAMEE. Martin Zakovec will continue as CEO, Miroslav Chmelka as Co-Founder and CTO, and Founder Bozena Rezab will move into a strategic role as Head of AlphaTON Gaming at closing. The board of GAMEE will consist of three members, two from AlphaTON and one from Animoca Brands.