Winking Studios buys Ampera and adds a CRO to supercharge Western growth
Winking Studios has struck a deal to acquire 100% of Quebec-based Studios Ampera Inc and, on completion, will appoint Ampera’s founder, Claude Bordeleau, as Chief Revenue Officer. The move gives Winking a North American beachhead and an experienced commercial lead to deepen relationships with Western game publishers and developers.
Management says the acquisition should be accretive to revenue in FY2026, with benefits building over time. That growth will be supported by incremental investment in business development and marketing, which typically have a 2–3 year payback period.
Deal terms: low cash outlay, meaningful equity alignment
The consideration blends a small cash payment with new shares issued over time. In plain English: Winking is keeping cash burn light and tying much of the value to future performance.
| Item | Detail |
|---|---|
| Cash consideration | CAD525,010 (approximately US$379,845 or £285,343) |
| Deferred consideration shares | 10,000,000 new Ordinary Shares (subject to conditions) |
| Consideration Shares as % of enlarged share count (if only these are issued) | Approximately 2.21% |
| Potential additional incentive shares | Up to 35,000,000 new shares tied to performance and retention |
| Milestone framework for up to 35m shares | Cumulative adjusted EBITDA of approximately US$33 million (2026–2031) and annual VWAP targets, culminating at least 54.6 pence in 2031 |
| Expected completion | April 2026 (subject to customary conditions) |
Beyond the 10 million Consideration Shares, Winking has set up equity incentives totalling up to 35 million shares. These comprise performance units and restricted share units for Ampera’s founders and employees, plus staff at a newly established North American studio. In short, the people driving growth in North America are being paid largely in equity that vests only if targets are met or service periods are fulfilled.
Why Ampera matters to Winking’s Western strategy
Ampera, incorporated in November 2025, focuses on art outsourcing and game development – exactly Winking’s wheelhouse, but in a new geography. It comes with an 18-strong team, early commercial traction, and active projects with several mid-to-large developers and publishers. That gives Winking an operational platform and leadership presence in North America from day one.
The Group already serves 22 of the top 25 global publishers from its Asian footprint. Adding Western-facing leadership and customer proximity should help Winking pitch, win, and scale work more effectively with clients across North America and Europe.
Leadership upgrade: hiring a proven revenue operator
On completion, Claude Bordeleau becomes Chief Revenue Officer, reporting to Founder and CEO Johnny Jan. Claude founded Volta Creation in 2006 (later acquired by Keywords Studios) and then held senior roles in Keywords’ Create division, scaling art services across North America and Europe. That blend of entrepreneurial and big-platform experience is well-suited to Winking’s push into Western markets.
Financial impact and dilution: what the numbers show
The company has provided pro forma illustrations based on FY2025 to show the potential effects if the acquisition and full incentive share issuance had been in place.
| Metric | Before | After (pro forma) |
|---|---|---|
| NTA (US$’000) | 32,938 | 32,890 |
| Shares in issue (’000) | 441,938 | 486,938 |
| NTA per share (US$ cents) | 7.45 | 6.75 |
| Net profits (US$’000) | 326 | 278 |
| Weighted average shares (’000) | 440,645 | 485,645 |
| EPS (US$ cents) | 0.07 | 0.06 |
Two takeaways. First, the immediate accounting impact is modestly dilutive to both NTA per share and EPS, largely because the share count rises in the pro forma scenario that assumes the full 45 million shares (10 million consideration + up to 35 million incentives) are issued. Second, if only the 10 million Consideration Shares are issued, dilution is far smaller – around 2.21% of enlarged capital.
Revenue accretion now, margin investment near term
Management expects the deal to be accretive to revenue in FY2026. However, expansion and marketing spend typically need 2–3 years to pay back, which can dampen margins in the short run. This is normal when building a new regional platform; the key is whether the win-rate and client expansion in North America ramp as planned.
What Winking is paying for: small book, big potential
Ampera’s FY2025 book value was negative CAD(65,710) and it reported net losses of CAD65,730 for the period. Early-stage studios often look modest on historical financials, so the company commissioned an independent valuation. The fair value of the shares acquired was estimated between US$1,836,171 and US$2,230,323 using income and cost approaches.
Practically, Winking is paying a small amount of cash and the rest in equity that vests over time. That structure limits cash risk and aligns incentives with the growth they’re targeting in Western markets.
Conditions and timeline to close
Completion is expected in April 2026, subject to customary conditions: employment and confidentiality agreements for the vendors, integration steps to enable financial consolidation, accuracy of warranties, and no material adverse changes. Once closed, Ampera will be consolidated into Winking’s financial reporting.
Josh’s take: smart strategic fit, with dilution to watch
- Positives: A credible North American entry point, an experienced CRO with deep relationships, and a structure that keeps cash outlay low. The plan is squarely aligned with Winking’s long-stated goal to deepen its Western presence, and management sees strengthening outsourcing demand.
- Negatives: Dilution can stack up if the full 35 million incentive shares are issued on top of the 10 million Consideration Shares. Near-term investment could weigh on margins while the platform ramps. Ampera is early-stage, so execution risk is real.
- Overall: Sensible, targeted M&A. If Claude’s team converts pipeline into multi-year AAA mandates, the long-run payoff can justify the equity issuance. If not, shareholders carry dilution without the growth. Delivery is everything from here.
What to monitor next
- Deal completion in April 2026 and any integration updates.
- North American client wins and project expansions with mid-to-large publishers.
- Revenue contribution in FY2026 versus guidance that the acquisition will be revenue-accretive.
- Hiring and retention of key Ampera staff as the team scales beyond the initial 18 employees.
- Progress against the cumulative adjusted EBITDA target of approximately US$33 million (2026–2031) and the annual VWAP thresholds linked to share issuance, including the 54.6 pence marker for 2031.
- Any further Western M&A, given the company’s stated appetite for selective acquisitions.
Key facts at a glance
| Aspect | Number/Detail |
|---|---|
| Ampera headcount | 18 employees |
| Core services | Art outsourcing and game development |
| Consideration | CAD525,010 cash + 10,000,000 shares (deferred) |
| Potential incentive issuance | Up to 35,000,000 additional shares (performance/retention-based) |
| Pro forma EPS (FY2025 basis) | 0.07 US cents → 0.06 US cents |
| Pro forma NTA/share | 7.45 US cents → 6.75 US cents |
| Completion | Expected April 2026 |
Bottom line: Winking is backing its Western expansion with a pragmatic purchase and a heavyweight revenue lead. The equity-heavy structure is shareholder-friendly if the team hits its targets. Keep an eye on client traction and the pace of EBITDA build – those will determine whether this move becomes a North American growth engine or a dilutive detour.
