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                              April 8, 2022

       Rachel Paris, Esq.
       DLA Piper LLP (US)
       2000 University Avenue
       East Palo Alto, CA
       94303

                                                        Re: PLAYSTUDIOS, Inc.
                                                            Schedule TO-I
                                                            Filed April 1, 2022
                                                            File No. 005-91799

       Dear Ms. Paris:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Schedule TO-I filed April 1, 2022

       Offer to Purchase
       Conditions of the Offer, page 10

   1.                                                   While the Offer may be
conditioned on any number of objective and clearly-described
                                                        conditions, reserving
the right to assert such conditions and by implication terminate the
                                                        Offer    regardless of
the circumstances giving rise to any such conditions    potentially
                                                        renders the Offer
illusory because the action or inaction of the Company or its affiliates
                                                        could serve as
justification for terminating the Offer. To avoid the Offer potentially
                                                        constituting an
illusory offer in contravention of Section 14(e) of the Exchange Act,
                                                        please revise to remove
the implication that the offer conditions may be triggered by
                                                        action or inaction of
the Company or any of its affiliates.
   2.                                                   We note the following
statement: "The determination by us as to whether any condition
                                                        has been satisfied
shall be conclusive and binding on all parties." Please revise this
 Rachel Paris, Esq.
FirstName   LastNameRachel Paris, Esq.
2000 University  Avenue
Comapany
April       Name2000 University Avenue
       8, 2022
April 28, 2022 Page 2
Page
FirstName LastName
         statement to include a qualifier indicating that shareholders are not
foreclosed from
         challenging the Company's determination in a court of competent
jurisdiction.
3.       We note the following statement: "The failure by us at any time to
exercise any of the
         foregoing rights shall not be deemed a waiver of any such right and
each such right shall
         be deemed a continuing right which may be asserted at any time and
from time to time
         prior to the Expiration Date." This language suggests that if a
condition is    triggered    and
         the offeror fails to assert the condition, the offeror will not lose
the right to assert the
         condition at a later time. Please note that when a condition is
triggered and the offeror
         decides to proceed with the Offer anyway, we believe that this
decision is tantamount to a
         waiver of the triggered condition(s). Depending on the materiality of
the waived
         condition and the number of days remaining in the Offer, the offeror
may be required to
         extend the Offer and recirculate new disclosure to security holders.
Please confirm the
         Company's understanding in your response letter. In addition, when an
offer condition is
         triggered by events that occur during the offer period and before the
expiration of the
         Offer, the offeror should inform holders how it intends to proceed
immediately, rather
         than waiting until the end of the offer period, unless the condition
is one where
         satisfaction of the condition may be determined only upon expiration.
Please confirm the
         Company's understanding in your response letter.

Offer to Purchase
Source and Amount of Funds, page 15

4.       We note the following disclosure: "Assuming 100% participation in the
Offer, we will
         need approximately $11.0 million to purchase all of the outstanding
Warrants at the
         purchase price of $1.00 per Warrant. We estimate that the total amount
of cash required
         to complete the Offer and Consent Solicitation, including the payment
of any fees,
         expenses and other related amounts incurred in connection with the
Offer and Consent
         Solicitation will be approximately $0.85 million, all of which will be
funded by us from
         our existing and available cash reserves." With a view toward revised
disclosure, please
         explain the reference to $0.85 million, which is an amount that would
suggest very low
         participation in the Offer. In addition, please revise to state, if
true, that no alternative
         plan exists to finance the purchase of tendered shares. See Item 7 of
Schedule TO and
         corresponding Item 1007(b) of Regulation M-A.
General

5.       Please provide us your detailed legal analysis supporting your
apparent conclusion that
         Rule 13e-3 does not apply to this tender offer, or file a Schedule
13E-3.
6.       In the Letter of Transmittal and Consent, please provide prominent and
clear disclosure to
         shareholders that they should read the entirety of the Offer to
Purchase, including Annex
         A thereto, to understand the complete terms of the offer, including
the Warrant
         Amendment to which they will be consenting.
 Rachel Paris, Esq.
2000 University Avenue
April 8, 2022
Page 3

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to David M. Plattner, Special Counsel, at
202-551-8094, or
Christina Chalk, Senior Special Counsel, at 202-551-3263.



FirstName LastNameRachel Paris, Esq.                        Sincerely,
Comapany Name2000 University Avenue
                                                            Division of
Corporation Finance
April 8, 2022 Page 3                                        Office of Mergers
and Acquisitions
FirstName LastName