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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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(a)
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On March 2, 2022, SciPlay Corporation, a Nevada Corporation (the “Company”), filed a Current Report on Form 8-K with the U.S. Securities and
Exchange Commission (the “Original 8-K”), in connection with the Company’s entry into that certain purchase agreement, dated March 1, 2022 (the “Purchase Agreement”), by and among
SciPlay Acquisition, LLC, Arif Emre Taş, Ecem Baran Taş, Alictus Yazilim Anonim Şirketi (“Alictus”), Ecem Baran Taş, acting as the sellers representative, and, solely with respect to certain sections of the Purchase Agreement,
SciPlay Games, LLC, a wholly-owned indirect subsidiary of the Company.
The Company is filing this Amendment to the Original 8-K solely to provide an audited Statement of Assets Acquired and Liabilities Assumed of
Alictus as of the closing date March 1, 2022, which was excluded from the Original 8-K in reliance on the instructions to such item. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the
Original 8-K.
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(d)
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Exhibits
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Exhibit No.
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|
Description
|
|
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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Date: May 13, 2022 | SCIPLAY CORPORATION | |||
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By:
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/s/ Daniel O’Quinn | ||
Name: | Daniel O’Quinn | |||
Title: | Interim Chief Financial Officer | |||
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Page
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3 | |
5 | |
6 |
a. |
Exercise professional judgment and maintain professional skepticism throughout the audit.
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b. |
Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks.
Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
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c. |
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
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d. |
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation
of the financial statement.
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e. |
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going
concern for a reasonable period of time.
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As of March 1, 2022
|
||||
ASSETS ACQUIRED
|
||||
Current assets:
|
||||
Cash and cash equivalents
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$
|
4.7
|
||
Accounts receivable
|
5.4
|
|||
Prepaid expenses and other current assets
|
7.1
|
|||
Total current assets
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17.2
|
|||
Intangible assets
|
34.2
|
|||
Goodwill
|
92.7
|
|||
Total assets acquired
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$
|
144.1
|
||
LIABILITIES ASSUMED
|
||||
Current liabilities:
|
||||
Accounts payable
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$
|
2.8
|
||
Accrued liabilities
|
0.8
|
|||
Total current liabilities
|
3.6
|
|||
Deferred tax liabilities
|
7.0
|
|||
Total liabilities assumed
|
10.6
|
|||
Net assets acquired
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$
|
133.5
|
||
As of March 1, 2022
|
||||
Total consideration transferred:
|
||||
Cash consideration - upfront, net of estimated working capital adjustment
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$
|
96.0
|
||
Cash consideration - escrow and holdback
|
16.5
|
|||
Estimated fair value of redeemable non-controlling interest
|
21.0
|
|||
Total
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$
|
133.5
|
|
Useful Life
|
Amortization Method
|
March 1, 2022
|
||||
“Alictus” trade name
|
5 years
|
Straight-line
|
$
|
4.4
|
|||
Intellectual property (game content and related technology)
|
6 years
|
Straight-line
|
29.8
|
||||
Total
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$
|
34.2
|
Year Ending December 31:
|
||||
2022 (remaining)
|
$
|
5.0
|
||
2023
|
5.8
|
|||
2024
|
5.8
|
|||
2025
|
5.8
|
|||
2026
|
5.8
|
|||
Thereafter
|
6.0
|
|||
$
|
34.2
|
Document and Entity Information |
Mar. 01, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | Explanatory note: The Company is filing this Amendment to the Original 8-K solely to provide an audited Statement of Assets Acquired and Liabilities Assumed of Alictus as of the closing date March 1, 2022, which was excluded from the Original 8-K in reliance on the instructions to such item. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K. |
Document Period End Date | Mar. 01, 2022 |
Entity Registrant Name | SCIPLAY CORPORATION |
Entity Incorporation, State or Country Code | NV |
Entity File Number | 001-38889 |
Entity Tax Identification Number | 83-2692460 |
Entity Address, Address Line One | 6601 Bermuda Road |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89119 |
City Area Code | 702 |
Local Phone Number | 897-7150 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Central Index Key | 0001760717 |
Title of 12(b) Security | Class A common stock, par value $.001 per share |
Trading Symbol | SCPL |
Security Exchange Name | NASDAQ |
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