WARSAW, Poland, Sept. 10, 2026 (GLOBE NEWSWIRE) -- Ice Code Games S.A. (ICG), listed on Poland's NewConnect exchange, has signed a binding preliminary share purchase agreement (PSPA) with Robin Hoksnes Karlsen, representing Estonia-based AMIHAN OÜ. ICG will acquire 100% of AMIHAN's shares in exchange for newly issued ICG stock, marking a strategic pivot from ICG's game-development roots toward real estate and Real-World Asset (RWA) tokenization. Global Pivot Equity serves as advisor to the transaction.
Strategic rationale. AMIHAN contributes an international pipeline of land and real estate projects plus cross-border deal-sourcing expertise; ICG offers public-market access, reporting infrastructure, and existing AI/blockchain capabilities. The companies describe the goal as building a repeatable platform for sourcing and financing successive real-asset ventures, not a single project addition. AMIHAN's model prioritizes the underlying asset - land, rights, legal structure, financing - with tokenization added afterward to support financing and reporting.
Pipeline and restructuring. AMIHAN's flagship is the Mercedes Island / Apuao Grande project in the Philippines, alongside ventures across Southeast Asia, Africa, and the Nordics at varying stages of maturity. As part of the deal, AMIHAN is consolidating its RWA activities into the new EU-based AMIHAN OÜ, succeeding the BVI-registered AMIHAN Innovations Limited.
Valuation and ownership. ICG is valued at approximately PLN 38 million under the PSPA (based on average daily market cap, Nov 2025-July 2026). PKF Advisory valued 100% of AMIHAN's equity at roughly USD 15 million (~PLN 57 million). While exact share counts aren't finalized, AMIHAN shareholders will hold at least 60% of ICG post-issuance, with existing shareholders retaining no more than 40%, excluding future warrant-related shares.
Path to closing. Remaining steps include preparing in-kind contribution documentation, resolving ICG's debt, securing corporate approvals, and obtaining shareholder resolutions, followed by signing closing documents, transferring shares, and registering with KDPW for NewConnect trading.
FinGames investment. FinGames Lending will convert EUR 150,000 of its ICG loan into 6.525 million shares at PLN 0.10/share, subject to conditions, and receive 43 million free warrants exercisable at the same price through end-2027 - worth up to PLN 4.3 million if fully exercised. Co-founder Krzysztof Caruk called it a deliberate equity commitment alongside FinGames' lending role.
Outlook. Post-closing, ICG plans to present a new 2027-2030 strategy, hold a joint management conference with AMIHAN, and significantly enhance investor communications through regular operating-data disclosures
Media contact:
rk@amihan.io
