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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2025
Commission File Number: 001-40759
Bragg Gaming Group Inc.
(Translation of registrant's name into English)
130 King
Street West, Suite 1955
Toronto,
Ontario M5X 1E3
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F
¨ Form 40-F x |
DOCUMENTS FILED AS PART OF THIS FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
BRAGG GAMING GROUP INC. |
| Date: April 30, 2025 |
|
| |
By: |
/s/ Giles Potter |
| |
Name: |
Giles Potter |
| |
Title: |
Chief Marketing Officer |
Exhibit 99.1
Bragg Gaming Partners with and Invests in Brazilian Specialist Online
Casino Studio RapidPlay
April 10, 2025
Exclusive partnership strengthens Bragg’s position in Brazil
with high-performance local content from seasoned industry veterans
Toronto,
April 10, 2025 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) (“Bragg” or the
“Company”), a leading global B2B iGaming content and technology provider, today announced the acquisition of a strategic
equity stake in, and the signing of an exclusive content partnership with RAPIDPLAY LTD (“RapidPlay”), a specialist Brazilian
game development studio renowned for its localized, high-performance online casino content tailored to Brazilian and the broader Latin
American market.
Founded by a team of veteran iGaming experts with deep roots in the
region, RapidPlay has rapidly built a reputation for delivering premium, culturally attuned casino content that resonates with local Brazilian
and Latin American players.
Under the terms of the agreement, Bragg receives an equity stake in
RapidPlay and has entered into an exclusive commercial distribution agreement with RapidPlay at standard market terms.
The agreement allows Bragg to integrate and offer RapidPlay’s
full content portfolio through its expanding base of licensed Brazilian operators.
RapidPlay’s highly efficient cost development model for producing
high-quality, localized content is particularly attractive to Bragg, as it supports rapid scalability and margin efficiency—especially
valuable in emerging markets like Brazil and the broader LatAm market.
Pursuant to the terms of the agreement with RapidPlay, Bragg also has
an option to acquire a controlling interest in RapidPlay, should future strategic conditions align.
All titles developed under this partnership will be powered by Fuze™,
Bragg’s proprietary engagement technology that features real-time gamification, player retention tools, and promotional capabilities
— enhancing both player experience and operator performance.
This partnership builds on Bragg’s rapid expansion in Brazil,
where it launched operations on January 1, 2025, and has already partnered with over one-third of the market’s licensed operators.
The Company’s São Paulo office, led by LatAm Regional
Director Sara Mosallaee and Senior Account Manager Amanda Alexandrini, delivers fully localized support and expertise to operators across
the region.
With Brazil’s newly regulated online casino market expected to
generate USD 1.5 billion in 2025, growing to USD 3.7 billion by 2029, Bragg believes that the market could contribute up to 10% of the
Company’s total revenue this year—underlining its strategic importance.
Neill Whyte,
Chief Commercial Officer, Bragg Gaming Group commented: “This partnership with RapidPlay is more than just an investment
— it’s a strategic move that strengthens our differentiated local content proposition.
“The studio combines creative excellence with operational efficiency,
making it an ideal partner for our expansion efforts in the region.”
Rafael
Roos Bordignon, CEO and Co-Founder of RapidPlay, commented: “RapidPlay was founded to create genuinely Brazilian
gaming experiences. Joining forces with Bragg gives us the scale and structure to do that with even greater impact. We’re excited
to enter this next phase together.”
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements or “forward-looking
information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including, without
limitation, statements with respect to: the Company’s partnership with RapidPlay and the expected benefits and impact thereof, including
on the operations and the results of the Company with respect to the Brazilian and Latin America markets and otherwise; and the Company’s
strategic growth initiatives and corporate vision and strategy. Forward-looking statements are provided for the purpose of presenting
information about management’s current expectations and plans relating to the future and allowing readers to get a better understanding
of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking
statements can be identified by the use of words such as “plans”, “expects” or “does not expect”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation
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.
All forward-looking statements contained in this news release reflect
the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events
may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified
by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the
Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking
statements. The key assumptions that have been made in connection with the forward-looking statements include the regulatory regime governing
the business of the Company; the operations of the Company; the products and services of the Company; the Company’s customers; the
growth of the Company’s business, meeting minimum listing requirements of the stock exchanges on which the Company’s shares
trade; the integration of technology; and the anticipated size and/or revenue associated with the gaming market globally. Forward-looking
statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements
expressed or implied by the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s
business and financial position; that the Company may not be able to execute on its partnership with RapidPlay; risks associated with
general economic conditions; adverse industry events; future legislative and regulatory developments; the inability to access sufficient
capital from internal and external sources; the inability to access sufficient capital on favorable terms; realization of growth estimates
including with respect to the Brazilian and Latin America markets and otherwise, income tax and regulatory matters; the ability of the
Company to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange
rates, commodity and equity prices; changes in customer demand; disruptions to our technology network including computer systems and software;
natural events such as severe weather, fires, floods and earthquakes; any disruptions to operations as a result of the strategic alternatives
review process; and risks related to health pandemics and the outbreak of communicable diseases. Although the Company has 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 not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable
securities laws.
About Bragg
Gaming Group
Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is an
iGaming content and platform technology solutions provider serving online and land-based gaming operators with its proprietary and exclusive
content, and cutting-edge player account management (“PAM”) technology. Bragg Studios offer high-performing and passionately
crafted casino game titles using the latest in data-driven insights from in-house brands including Wild Streak Gaming, Atomic Slot Lab
and Indigo Magic. Its proprietary content portfolio is complemented by a selection of exclusive titles from carefully selected studio
partners under the Powered By Bragg program. Games built on Bragg’s remote games server (“RGS”) technology are distributed
via the Bragg HUB content delivery platform and are available exclusively to Bragg customers. Bragg’s powerful, modular PAM
technology powers multiple leading iCasino and sportsbook brands and is supported by expert in-house managed, operational, and marketing
services. Content delivered via the Bragg HUB either exclusively or from the Bragg aggregated games portfolio is managed from a single
back-office which is supported by a cutting-edge data platform, and Bragg’s award-winning Fuze™ player engagement toolset.
Bragg is licensed, certified, or otherwise approved and operational in over 30 regulated iCasino markets globally, including in the U.S,
Canada, LatAm and Europe.
Join Bragg
on Social Media
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LinkedIn
Facebook
Instagram
For media enquiries or interview requests, please contact:
Robert Simmons,
Head of Communications, Bragg Gaming Group
press@bragg.group
Investors:
Robbie Bressler,
Chief Financial Officer, Bragg Gaming Group
investors@bragg.group
OR
James Carbonara,Hayden
IR
(646)-755-7412
james@haydenir.com
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Corporation |
Bragg Gaming Group Inc. (the “Company”)
130 King Street West, Suite 1955
Toronto, Ontario M5X 1A4
| 2. | Date of Material Change |
April 25, 2025
A
news release dated April 25, 2025 was issued by the Company through the facilities of Business Wire and was subsequently filed on
the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca under the Company's profile.
| 4. | Summary of Material Change |
On April 25, 2025 the Company reached
an agreement with its lenders, certain entities controlled by Doug Fallon, (the “Fallon Entities”), to repay USD5 million
of its outstanding USD7 million secured promissory note and to extend the maturity of the remaining USD2 million until June 6, 2025
(the “Note”).
| 5.1 | Full Description of Material Change |
On April 26, 2024, the Company
announced that it had issued the Note to certain entities controlled by Doug Fallon. On April 25, 2025, the Company reached an agreement
to repay USD5 million of its outstanding USD7 million Note and to extend the maturity of the remaining USD2 million until June 6,
2025. All other terms of the original Note remain unchanged. The Company intends to repay the remaining USD2 million balance on or before
the amended June 6, 2025 maturity date.
MI 61-101 Disclosure
Doug
Fallon is an insider of the Company as he is a senior officer of the Company. The participation by Doug Fallon in the repayment
and extension of the Note is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The following supplementary
information is provided in accordance with Section 5.2 of MI 61-101.
| (a) | a description of the transaction and its material terms: |
On April 25, 2025, the Company
announced that it had reached an agreement with the Fallon Entities to repay USD5 million of its outstanding USD7 million Note and to
extend the maturity of the remaining USD2 million until June 6, 2025.
| (b) | the purpose and business reasons for the transaction: |
The repayment and extension of the Note
was completed for financial management purposes and to provide general working capital including for strategic initiatives.
| (c) | the anticipated effect of the transaction on the issuer’s business and affairs: |
The repayment and extension of the Note
will provide the Company with additional financial flexibility to execute its strategy and for working capital and for other general and
administrative costs.
| (i) | the interest in the transaction of every interested party and of the related parties and associated entities of the interested
parties: |
The Fallon Entities, which are controlled
by Doug Fallon, an insider of the Company, were repaid USD5 million of the outstanding USD7 million Note by the Company and agreed to
extend the maturity of the remaining USD2 million until June 6, 2025.
| (ii) | the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer,
beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change
in that percentage: |
Following the repayment and extension
of the Note, the Fallon Entities will beneficially own and control an aggregate of USD2 million principal amount of promissory note. The
Note is neither convertible into equity or voting securities of the Company nor repayable, directly or indirectly, in equity or voting
securities of the Company and will not affect the voting interest of Doug Fallon.
| (e) | unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval
process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion
of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee: |
Following a comprehensive assessment
of the financing alternatives available to the Company, the board of directors of the Company unanimously approved the repayment and extension
of the Note. No special committee was established in connection with the transactions described herein, and no materially contrary view
was expressed by any director.
| (f) | a summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the transaction, unless the formal valuation
is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction |
Not applicable.
| (g) | disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter
of or is otherwise relevant to the transaction |
| (i) | that has been made in the 24 months before the date of the material change report, and |
Not applicable.
| (ii) | the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer, |
Not applicable.
| (h) | the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested
party or a joint actor with an interested party, in connection with the transaction, and |
Other than the Note, the material terms
of which are described in the Company’s material change report, dated April 29, 2024, and in Item 5.1 above, and customary
secured lending documentation entered into between the Company and the Fallon Entities related to the Note and the securing of certain
of the Company’s assets, the Company did not enter into any agreement with an interested party or a joint actor with an interested
party in connection with the repayment and extension of the Note. To the Company's knowledge, no related party to the Company entered
into any agreement with an interested party or a joint actor with an interested party, in connection with the repayment and extension
of the Note.
| (i) | disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5
and 5.7, respectively, and the facts supporting reliance on the exemptions: |
The Company is relying on the exemption
from the formal valuation requirement in section 5.4 of MI 61-101, and the minority shareholder approval requirement in section 5.6 of
MI 61-101, in reliance on section 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as at the time the repayment and extension
of the Note was agreed to, neither the fair market value of the Note, nor the fair market value of the consideration payable to the lenders
under the Note exceeds 25% of the market capitalization of the Company.
The Company notes that it did not file
a material change report in respect of the related party transaction at least 21 days before the repayment and extension of the Note.
The Company deems this circumstance reasonable in order to complete the repayment and extension of the Note in an expeditious manner.
The repayment and extension of the Note has been unanimously approved by the Company’s board of directors.
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| 6. | Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
Not applicable.
Robbie
Bressler, the Chief Financial Officer of the Company may be contacted at investors@bragg.group.
April 30, 2025
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