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Clean Energy Special Situations Corp. Announces Signing of Non-Binding Letter of Intent for a Business Combination with a Leading B2B iGaming Technology Platform Company

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Clean Energy Special Situations Corp. (SWSS), a publicly traded SPAC, announced a non-binding letter of intent for a business combination with a leading B2B iGaming technology platform company. The target company provides technology solutions for global iGaming operators, including sportsbook, casino games, poker, lottery, and fantasy offerings. In 2023, the target recorded unaudited revenues exceeding 70 million euros and is anticipating significant growth in 2024 and 2025. The target's equity holders will roll 100% of their equity into the combined public company. The definitive merger agreement is expected by early Q3 2024, subject to due diligence, negotiation, and approval by both companies' boards and stockholders. Completion of the transaction is not guaranteed.

Positive
  • Non-binding LOI indicates potential for strategic growth.
  • Target recorded unaudited 2023 revenues over 70 million euros.
  • Target expects significant growth in 2024 and 2025.
  • Target focuses on providing technology solutions, not direct B2C activities.
  • SWSS and target's equity holders will roll 100% equity into combined public company.
  • Potential for SWSS to add value through organic growth and M&A strategy.
Negative
  • Transaction subject to due diligence and negotiation.
  • Completion of the business combination is not guaranteed.
  • Approval required from both companies' boards and stockholders.
  • Uncertainty about the terms or timeframe of the definitive agreement.

Insights

The announcement of Clean Energy Special Situations Corp. signing a non-binding LOI for a business combination with a leading B2B iGaming technology platform company has several implications for investors. As a SPAC, Clean Energy's primary objective is to identify and merge with a promising company, which in this case, is the Target. The fact that the Target reported unaudited 2023 revenues of greater than 70 million euros indicates a substantial existing revenue base. Furthermore, the expectation of significant growth in 2024 and 2025 suggests a strong growth trajectory, which can be compelling for investors.

However, it is important to note that the LOI is non-binding and there are several conditions to be met before the deal can be finalized. Due diligence and the approval of both boards and stockholders are critical steps in this process, which adds uncertainty. Additionally, the market reception of the combined entity will depend on how effectively the company can capitalize on the Target’s existing client base and its M&A strategy for inorganic growth.

Moreover, investors should be aware of the potential for dilution since the Target’s existing equity holders are rolling 100% of their equity into the combined public company. This could affect the stock's immediate post-merger value. Thus, while the growth prospects are attractive, there are execution risks and uncertainties that need to be considered.

The iGaming industry is experiencing rapid growth, driven by increased regulation and legalization of online gambling in various countries. The Target's focus on B2B technology solutions for global iGaming operators positions it well within this expanding market. Their suite of digital solutions, including sportsbook, casino, poker, lottery and fantasy offerings, caters to a broad range of B2C operators, which diversifies their revenue streams and reduces dependency on any single market segment.

This non-binding LOI suggests strategic foresight by Clean Energy Special Situations Corp. in tapping into a high-growth industry. However, the regulatory landscape of iGaming can be complex and varies significantly across different jurisdictions. This variability can pose both opportunities and challenges for the combined entity. Investors should be mindful of how regulatory changes could impact the Target's operations and growth potential. Additionally, competition within the B2B iGaming sector is intense and maintaining technological superiority will be important for the Target to sustain its market leadership.

From a technological standpoint, the Target's platform appears robust, offering a comprehensive suite of solutions tailored to the diverse needs of global iGaming operators. The emphasis on technology rather than direct consumer engagement (B2C) reduces the risk associated with consumer-facing operations and compliance issues specific to B2C gambling activities. This B2B focus allows the Target to concentrate on continuously improving its technological offerings without the additional burden of direct consumer engagement.

One potential advantage for the combined entity is the ability to leverage data analytics and AI to enhance the functionality and user experience of its iGaming solutions. The integration of these advanced technologies can provide operators with valuable insights, optimize gaming operations and enhance player engagement, thereby driving operator success and increasing the Target's value proposition.

However, the success of this merger will largely depend on the seamless integration of the Target’s technology with Clean Energy’s strategic vision and the execution of their M&A strategy. Investors should monitor how effectively these companies can merge their operations and technology to realize anticipated synergies.

New York, New York, June 07, 2024 (GLOBE NEWSWIRE) -- Clean Energy Special Situations Corp., a publicly traded special purpose acquisition company (SPAC) (the “Company”), today announced the signing of a non-binding letter-of-intent (“LOI”) for a business combination with a leading high growth iGaming technology platform (the “Target”).

The Target is a leader in providing B2B iGaming technology platforms and solutions to global gaming operators (B2C) and is seeking to grow organically and via acquisitions as more countries regulate various forms of iGaming. The Target’s technology platforms include digital solutions for global iGaming operators offering sportsbook, casino games, poker, lottery products and fantasy offerings. The Target recorded unaudited 2023 revenues of greater than 70 million euros and is expecting significant growth in 2024 and 2025.

The Target has no B2C gaming or wagering activities itself and focuses on providing compelling technology solutions to B2C iGaming operators globally. The Company believes it can add significant value to the Target’s global growth ambitions organically and via an M&A strategy. 

Under the terms of the LOI, the Company and the Target would be become a combined entity, with the Target’s existing equity holders rolling 100% of their equity into the combined public company. The Company expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed, which is expected by early Q3 2024.

Completion of a business combination with the Target is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and stockholders of both the Company and the Target. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.

About Clean Energy Special Situations Corp.

Clean Energy Special Situations Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

Contact Information:

Raghunath Kilambi
Chief Executive Officer
rkilambi@kirarv.com


FAQ

What did Clean Energy Special Situations Corp. announce on June 7, 2024?

Clean Energy Special Situations Corp. announced the signing of a non-binding letter of intent for a business combination with a leading B2B iGaming technology platform company.

What are the expected revenues for the target company in 2023?

The target company recorded unaudited 2023 revenues exceeding 70 million euros.

When is the definitive merger agreement expected?

The definitive merger agreement is expected by early Q3 2024.

What does the target company provide in the iGaming sector?

The target company provides technology solutions for global iGaming operators, including sportsbook, casino games, poker, lottery, and fantasy offerings.

What are the conditions for completing the business combination?

The completion of the business combination is subject to due diligence, negotiation of a definitive agreement, and approval by the boards and stockholders of both companies.

What is the stock symbol for Clean Energy Special Situations Corp.?

The stock symbol for Clean Energy Special Situations Corp. is SWSS.

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