Miami firm buys Jamaican drone, AI business in US$225,000 deal that could rise 14-fold

AIBotics Inc, a Miami-based technology company, has acquired the drone, mapping and artificial intelligence (AI) business of Jamaica’s PlayJamaica Ltd in a deal initially worth US$225,000 but could rise to US$3.2 million if performance targets are met, according to US securities filings.

The deal shows how two lesser-known entities are valuing AI drone technology in the local space.

The transaction gives AIBotics control of the NovaCore Labs business, which provides mapping, geospatial technology, automation, AI and drone services, while tying most of the consideration to future revenue growth.

AIBotics disclosed the acquisition in filings with the US Securities and Exchange Commission (SEC). The company said it entered into an asset purchase agreement with PlayJamaica on October 12 and completed the transaction on October 14.

Assets transferred include the NovaCore Labs brand, drone and mapping equipment, customer and vendor data, software, intellectual property, customer contracts, educational partnerships and a customer database developed over the past decade. Asset schedules filed with the SEC show the acquisition includes commercial drones, Google Street View mapping equipment and a dedicated mapping vehicle.

AIBotics CEO Ben Kaplan said that the deal also covers 10 service robots, six commercial drones and three field generators, along with operating methodologies and standard operating procedures.

In written responses to the Financial Gleaner, Kaplan said the deal grew out of a review of Jamaica and the wider Caribbean, and a search for a business that could give AIBotics an operating base there. NovaCore “stood out because it was not simply a technology concept”, he said. It had deployed technology in Jamaica, taken part in the country’s Google Street View mapping initiative and built relationships with organisations, including the University of Technology and the University of the West Indies Global Campus.

AIBotics said the acquisition provides an established platform in Jamaica rather than requiring the company to build a Caribbean operation from scratch.

“NovaCore has established a presence in Jamaica through Google-related mapping initiatives, commercial technology deployments and relationships with leading academic and institutional organisations. Those capabilities can provide a practical platform for converting technology into recurring commercial activity, rather than building a Caribbean operation from the ground up,” Kaplan said in a company statement.

AIBotics could buy robots and drones on its own, Kaplan said, but could not easily recreate the local management, customer and institutional relationships, operating history and market knowledge that come with the business. “In M&A terms, we were not looking to acquire hardware. We were looking for a platform,” he said.

THE DEAL

The purchase price consists of US$225,000 in Series B preferred shares issued at closing and up to US$3 million in additional preferred shares tied to revenue milestones.

Under the agreement, PlayJamaica may receive additional shares if the acquired business achieves cumulative gross revenue targets of US$500,000, US$1.5 million, US$3 million and US$5 million over a four-year period. Each target triggers US$750,000 of additional consideration, Kaplan said. He said the targets are not a revenue forecast or guarantee, but show the transaction rests on “substantial growth rather than simply maintaining the business at its present size”.

The filing also outlines plans to invest in the business after the acquisition. AIBotics and Gregory Moore will develop a 12-month budget to deploy US$1 million into NovaCore Labs Limited, the Jamaican subsidiary that will operate the acquired assets. Kaplan said AIBotics expects to provide up to US$1 million to support the NovaCore business plan, “subject to available resources and the company’s business judgement”.

AIBotics said it intends to fund that investment through a separate capital raise.

The agreement provides protections for PlayJamaica if the funding fails to materialise. If AIBotics does not meet the funding obligation and fails to cure the breach within 30 days of written notice, PlayJamaica may seek to repurchase the assets under terms outlined in the agreement.

Under related employment agreements, Gregory Moore, identified in the filing as a principal developer of the acquired assets, will serve as chief executive officer of NovaCore Labs Limited, while Ryan Moore will become vice-president.

Both executives will each receive up to 50 million AIBotics common shares vesting over three years. The agreements also include performance incentives tied to revenue and profitability targets. Kaplan said the multi-year contracts with key NovaCore staff provide continuity, while giving the business “access to AIBotics’ capital, technology relationships, and public-company platform”.

“This transaction gives NovaCore the opportunity to accelerate the work already under way in mapping, drones, automation, AI and institutional technology programmes,” Moore said in the company statement. “Our focus now is execution, expanding services, deepening our technical capabilities, building revenue, and creating solutions that can be deployed across Jamaica and the wider Caribbean.”

The acquisition excludes PlayJamaica’s virtual reality, simulator, creative services, event production and esports businesses.

“PlayJamaica retains its virtual reality, simulator, creative services, event production and esports businesses and the PlayJamaica brands,” AIBotics disclosed in the filing.

Kaplan stressed that AIBotics bought the NovaCore operating assets, not PlayJamaica itself. “We believe that structure benefits both sides,” he said, adding that it lets PlayJamaica focus on its core businesses and gives the NovaCore team a dedicated platform.

EXPANSION TO WIDER CARIBBEAN

“We see Jamaica as the starting point, not the boundary, of the opportunity,” Kaplan said, citing the Caribbean Community as a population of over 19 million.

The region, Kaplan said, offers opportunities for the growth of robotics and automation within hotels, resorts and restaurants.

“We intend to build an operating business there, employ and develop local talent, expand local technical capabilities, and use Jamaica as a base from which we can ultimately deploy technologies and services throughout the Caribbean,” Kaplan said.

Neither company has disclosed the acquired business’s revenue, profitability, workforce size or standalone valuation.

carolyn.guniss@rjrgleaner.com