|
Cayman Islands*
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
N/A
(I.R.S. Employer
Identification Number) |
|
|
Steven B. Stokdyk
Brent T. Epstein Latham & Watkins LLP 10250 Constellation Blvd. Suite 1100 Los Angeles, CA 90067 (213) 485-1234 |
| |
Alan F. Denenberg
Lee Hochbaum Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | |
☐
|
|
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | |
☒
|
|
| | | | | | | Emerging growth company | | |
☒
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Title of each class of securities to be registered
|
| | |
Amount
to be Registered(1) |
| | |
Proposed
maximum offering price per security |
| | |
Proposed
maximum aggregate offering price |
| | |
Amount of
registration fee |
| ||||||||||||
Class A common stock, par value $0.0001 per share
|
| | | | | 147,601,140(2) | | | | | | $ | 11.07(3) | | | | | | $ | 1,633,944,619.80 | | | | | | $ | 178,263.36 | | |
Class B common stock, par value $0.0001 per share
|
| | | | | 22,555,108(4) | | | | | | $ | 11.07(3) | | | | | | $ | 249,685,045.56 | | | | | | $ | 27,240.64 | | |
Redeemable Warrants
|
| | | | | 7,175,000(5) | | | | | | $ | 2.73(6) | | | | | | $ | 19,587,750.00 | | | | | | $ | 2,137.03 | | |
Class A common stock, par value $0.0001 per share
|
| | | | | 7,175,000(7) | | | | | | $ | 11.50(8) | | | | | | $ | 82,512,500.00 | | | | | | $ | 9,002.12 | | |
Class A common stock, par value $0.0001 per share
|
| | | | | 22,555,108(9) | | | | | | | — | | | | | | | — | | | | | | | —(10) | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 1,985,729,915.36 | | | | | | $ | 216,643.15(11) | | |
|
Daniel Fetters
|
| |
Edward King
|
|
| Co-Chief Executive Officer | | | Co-Chief Executive Officer | |
Clause
|
| |
Page
|
| |||
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Clause
|
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|
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| | | | 296 | | | |
| | | | 297 | | | |
| | | | 298 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | II-1 | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | | |
| | | | | H-1 | | | |
| | | | | I-1 | | | |
| | | | | J-1 | | | |
| | | | | K-1 | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| ||||||||||||||||||||||||||||||
(in dollars, except share data)
|
| |
Shares
|
| |
Ownership %
|
| |
Voting
Power (%) |
| |
Shares
|
| |
Ownership %
|
| |
Voting
Power (%) |
| ||||||||||||||||||
Acies public shareholders(1)
|
| | | | 21,525,000 | | | | | | 16.2% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | — | | |
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.4% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | |
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 65,282,016 | | | | | | 49.2% | | | | | | 14.7% | | | | | | 76,802,373 | | | | | | 61.5% | | | | | | 15.7% | | |
Founder Group(3)
|
| | | | 16,358,430 | | | | | | 12.4% | | | | | | 74.0% | | | | | | 19,245,211 | | | | | | 15.5% | | | | | | 78.6% | | |
PIPE investment shareholders
|
| | | | 25,000,000 | | | | | | 18.8% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.0% | | | | | | 5.1% | | |
Pro forma New PLAYSTUDIOS common stock at December 31, 2020
|
| | | | 132,696,696 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 124,771,646 | | | | | | 100.0% | | | | | | 100.0% | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| ||||||||||||||||||||||||||||||
(in dollars, except share data)
|
| |
Shares
|
| |
Ownership
% |
| |
Voting
Power % |
| |
Shares
|
| |
Ownership %
|
| |
Voting
Power % |
| ||||||||||||||||||
Acies public shareholders(1)
|
| | | | 21,525,000 | | | | | | 16.2% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | — | | |
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.4% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | |
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 65,282,016 | | | | | | 49.2% | | | | | | 14.7% | | | | | | 76,802,373 | | | | | | 61.5% | | | | | | 15.7% | | |
Founder Group(3)
|
| | | | 16,358,430 | | | | | | 12.4% | | | | | | 74.0% | | | | | | 19,245,211 | | | | | | 15.5% | | | | | | 78.6% | | |
PIPE investment shareholders
|
| | | | 25,000,000 | | | | | | 18.8% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.0% | | | | | | 5.1% | | |
Pro forma New PLAYSTUDIOS
common stock at December 31, 2020 |
| | | | 132,696,696 | | | | | | 100% | | | | | | 100% | | | | | | 124,771,646 | | | | | | 100% | | | | | | 100% | | |
Sources
|
| |
Uses
|
| ||||||||||||||||||||||||
($ in thousands)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| | | | |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
Cash and investments held
in trust account(1) |
| | | $ | 215,276 | | | | | $ | — | | | |
Cash to PLAYSTUDIOS
stockholders(3) |
| | | $ | 144,071 | | | | | $ | — | | |
PIPE Investment(2)
|
| | | $ | 250,000 | | | | | $ | 250,000 | | | |
Cash to balance sheet(4)
|
| | | $ | 261,601 | | | | | $ | 190,396 | | |
| | | | | — | | | | | | — | | | |
Transaction expenses(5)
|
| | | $ | 59,604 | | | | | $ | 59,604 | | |
Total sources
|
| | | $ | 465,276 | | | | | $ | 250,000 | | | |
Total uses
|
| | | $ | 465,276 | | | | | $ | 250,000 | | |
(in thousands, except share and per share data)
|
| |
Pro Forma Combined
(No Redemption Scenario) |
| |
Pro Forma Combined
(Maximum Redemption Scenario) |
| ||||||
Summary Unaudited Pro Forma Condensed Combined
|
| | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | |
Year Ended December 31, 2020 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 269,882 | | | | | $ | 269,882 | | |
Net income
|
| | | $ | 3,940 | | | | | $ | 3,753 | | |
Class A Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 115,438,266 | | | | | | 104,626,435 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 124,342,357 | | | | | | 113,530,526 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Class B Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 16,358,430 | | | | | | 19,245,211 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 17,841,775 | | | | | | 20,728,556 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Summary Unaudited Pro Forma Condensed Combined
|
| | | | | | | | | | | | |
Balance Sheet Data as of December 31, 2020 | | | | | | | | | | | | | |
Total assets
|
| | | $ | 377,284 | | | | | $ | 306,079 | | |
Total liabilities
|
| | | $ | 17,857 | | | | | $ | 17,857 | | |
Total stockholders' equity
|
| | | $ | 359,427 | | | | | $ | 288,222 | | |
Selected Company
|
| |
Enterprise Value to Revenue
|
| |
Enterprise Value
to Adj. EBITDA |
| |||
| | |
FY 2021E
|
| |
FY 2022E
|
| |
FY 2022E
|
|
Social Casino Companies | | | | | | | | | | |
Playtika Holding Corp.(1)
|
| |
NA
|
| |
NA
|
| |
NA
|
|
SciPlay Corporation
|
| |
3.68x
|
| |
3.52x
|
| |
11.0x
|
|
Skillz Inc.
|
| |
NMF
|
| |
22.03x
|
| |
NMF
|
|
Casual Gaming Companies | | | | | | | | | | |
Glu Mobile Inc.
|
| |
2.19x
|
| |
1.95x
|
| |
11.1x
|
|
MAG Interactive AB
|
| |
2.88x
|
| |
2.60x
|
| |
12.7x
|
|
Rovio Entertainment Oyj
|
| |
1.39x
|
| |
1.35x
|
| |
8.9x
|
|
Stillfront Group AB
|
| |
5.33x
|
| |
4.76x
|
| |
11.3x
|
|
Team17 Group PLC
|
| |
11.57x
|
| |
10.57x
|
| |
27.9x
|
|
Zynga Inc.
|
| |
4.14x
|
| |
3.88x
|
| |
15.9x
|
|
Announced
|
| |
Target
|
| |
Acquiror
|
| |
Transaction Value /
LTM Revenue |
|
Social Casino Transactions | | | | | | | | | | |
9/2020 | | | Skillz Inc | | | Flying Eagle Acquisition Corp. | | |
24.28x
|
|
11/2017 | | | Big Fish Games, Inc. | | |
Aristocrat Technologies, Inc
|
| |
2.16x
|
|
8/2017 | | | Plarium Global Ltd. | | | Aristocrat Leisure Limited | | |
2.49x
|
|
4/2017 | | | Double Down Interactive, LLC | | | DoubleUGames Co., Ltd | | |
NA
|
|
7/2016 | | | Playtika Ltd. | | | Investor Group | | |
6.07x
|
|
Casual Gaming Transactions | | | | | | | | | | |
6/2020 | | | Peak Oyun Yazilim ve Pazarlama AS | | | Zynga Inc. | | |
3.08x
|
|
1/2020 | | | Storm8, Inc. | | | Stillfront Group AB | | |
2.51x
|
|
12/2018 | | | Small Giant Games Oy | | | Zynga Inc. | | |
9.28x
|
|
12/2017 | | | Altigi GmbH | | | Stillfront Group AB | | |
2.86x
|
|
2/2017 | | | Social Point S.L. | | | Take-Two Invest Espana, S.L. | | |
3.08x
|
|
1/2017 | | | Outfit7 Investments Limited | | | Zhejiang Jinke Entertainment Culture Co., Ltd. (nka:Zhejiang Jinke Culture) | | |
9.23x
|
|
7/2016 | | | TinyCo, Inc. | | | SGN Games, Inc. (nka:Jam City, Inc.) | | |
NA
|
|
6/2016 | | | Supercell Oy | | | Tencent Holdings Limited | | |
4.44x
|
|
2//2016 | | | GameLoft SE | | | Vivendi SA | | |
2.66x
|
|
(US$ in millions)
|
| |
2020E(2)
|
| |
2021E(3)
|
| |
2022E(4)
|
| |||||||||
Revenue
|
| | |
$
|
269.8
|
| | | |
$
|
328.0
|
| | | |
$
|
435.2
|
| |
Cost of Sales
|
| | | | 91.2 | | | | | | 102.2 | | | | | | 128.4 | | |
(US$ in millions)
|
| |
2020E(2)
|
| |
2021E(3)
|
| |
2022E(4)
|
| |||||||||
User Acquisition
|
| | | | 50.1 | | | | | | 94.3 | | | | | | 103.4 | | |
All other expenses
|
| | | | 96.0 | | | | | | 109.7 | | | | | | 113.5 | | |
Adjusted EBITDA(1)
|
| | | | 32.4 | | | | | | 21.8 | | | | | | 89.9 | | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
Authorized Shares (Organizational Documents Proposal A) | | | The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 Acies Class A ordinary shares, 50,000,000 Acies Class B ordinary shares and 5,000,000 preferred shares. | | | The Proposed Organizational Documents authorize 2,125,000,000 shares, consisting of 2,000,000,000 shares of New PLAYSTUDIOS Class A common stock, 25,000,000 shares of New PLAYSTUDIOS Class B common stock and 100,000,000 shares of New PLAYSTUDIOS preferred stock. Holders of New PLAYSTUDIOS Class A common stock will be entitled to cast one vote per Class A share, while holders of New PLAYSTUDIOS Class B | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
| | | | | | common stock will be entitled to cast 20 votes per share of New PLAYSTUDIOS Class B common stock. Except as otherwise provided by applicable law or the Proposed Certificate of Incorporation, holders of all classes of New PLAYSTUDIOS common stock vote together as a single class. | |
| | | See paragraph 5 of the Existing Memorandum. | | | See Article Fourth, subsection 1 of the Proposed Certificate of Incorporation. | |
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents
Proposal B) |
| | The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by Acies Board of Directors. Accordingly, Acies Board of Directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of Acies to carry out a conversion of Acies Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles). | | | The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the New PLAYSTUDIOS Board of Directors may determine. | |
| | | See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles. | | | See Article Fourth, subsection 2 of the Proposed Certificate of Incorporation. | |
Declassified Board (Organizational Documents
Proposal C) |
| | The Cayman Constitutional Documents provide that Acies Board of Directors shall be composed of three classes. | | | The Proposed Organizational Document does not provide for a classified board of directors, and thus all directors will be elected each year for one-year terms. | |
| | | See Article 27 of the Existing Articles. | | | See Article Sixth, subsection 3 of the Proposed Certificate of Incorporation. | |
Corporate Name (Organizational Documents Proposal D) | | | The Cayman Constitutional Documents provide that the name of the company is “Acies Acquisition Corp.” | | | The Proposed Organizational Documents provide that the name of the corporation will be PLAYSTUDIOS, Inc. | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
| | | See paragraph 1 of the Existing Memorandum. | | | See Article First of the Proposed Certificate of Incorporation. | |
Perpetual Existence (Organizational Documents Proposal D) | | | The Cayman Constitutional Documents provide that if Acies does not consummate a Business Combination (as defined in the Cayman Constitutional Documents) October 22, 2022, Acies will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate Acies’ Trust Account. | | | The Proposed Organizational Documents do not include any provisions relating to New PLAYSTUDIOS’ ongoing existence; the default under the DGCL will make New PLAYSTUDIOS’ existence perpetual. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | Default rule under the DGCL. | |
Exclusive Forum (Organizational Documents Proposal D) | | | The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. | |
| | | | | | See Article Tenth of the Proposed Certificate of Incorporation. | |
Provisions Related to Status as Blank Check Company (Organizational Documents
Proposal D) |
| | The Cayman Constitutional Documents include various provisions related to Acies’ status as a blank check company prior to the consummation of a Business Combination. | | | The Proposed Organizational Documents do not include such provisions related to Acies’ status as a blank check company, which no longer will apply upon consummation of the Merger, as Acies will cease to be a blank check company at such time. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | | |
Name of Director
|
| | | |
Andrew Pascal | | | | |
William (Bill) J. Hornbuckle | | | | |
Joe Horowitz | | | | |
Jason Krikorian | | | | |
Judy K. Mencher | | | | |
James Murren | | | | |
(in dollars, except share data)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||
Cash consideration(1)(3)
|
| | | $ | 144,071,380 | | | | | $ | — | | |
Shares transferred at closing(2)
|
| | | | 81,640,446 | | | | | | 96,047,584 | | |
Value per share
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Share consideration
|
| | | $ | 816,404,460 | | | | | $ | 960,475,840 | | |
Total consideration
|
| | | $ | 960,475,840 | | | | | $ | 960,475,840 | | |
Shares of New PLAYSTUDIOS common stock underlying vested options(3)
|
| | | | 8,052,416 | | | | | | 8,052,416 | | |
Value per share
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
| | | | $ | 80,524,160 | | | | | $ | 80,524,160 | | |
Aggregate consideration
|
| | | $ | 1,041,000,000 | | | | | $ | 1,041,000,000 | | |
| | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| ||||||||||||||||||||||||||||||
(in dollars, except share data)
|
| |
Shares
|
| |
Ownership %
|
| |
Voting
Power % |
| |
Shares
|
| |
Ownership %
|
| |
Voting
Power % |
| ||||||||||||||||||
Acies public shareholders(1)
|
| | | | 21,525,000 | | | | | | 16.2% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | — | | |
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.4% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | |
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 65,282,016 | | | | | | 49.2% | | | | | | 14.7% | | | | | | 76,802,373 | | | | | | 61.5% | | | | | | 15.7% | | |
Founder Group(3)
|
| | | | 16,358,430 | | | | | | 12.4% | | | | | | 74.0% | | | | | | 19,245,211 | | | | | | 15.5% | | | | | | 78.6% | | |
PIPE investment shareholders
|
| | | | 25,000,000 | | | | | | 18.8% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.0% | | | | | | 5.1% | | |
Pro forma New PLAYSTUDIOS common stock at December 31, 2020
|
| | | | 132,696,696 | | | | | | 100% | | | | | | 100% | | | | | | 124,771,646 | | | | | | 100% | | | | | | 100% | | |
| | |
As of
December 31, 2020 |
| |
As of
December 31, 2020 |
| | | | | | | |
No Redemption
Scenario |
| |
Maximum Redemption
Scenario |
| ||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Playstudios, Inc.
(Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Cash and cash equivalents
|
| | | $ | 1,062 | | | | | $ | 48,927 | | | | | $ | — | | | | | $ | 215,276 | | | |
(C)
|
| | | $ | 293,622 | | | | | $ | (215,276) | | | |
(O)
|
| | | $ | 222,417 | | |
| | | | | | | | | | | | | | | | | | | | | | | (7,534) | | | |
(D)
|
| | | | | | | | | | 144,071 | | | |
(P)
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (144,071) | | | |
(F)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (20,000) | | | |
(H)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (5,000) | | | |
(I)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (2,500) | | | |
(J)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 250,000 | | | |
(K)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (26,591) | | | |
(L)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (15,947) | | | |
(M)
|
| | | | | | | | | | | | | | | | | |||||
Receivables
|
| | | | — | | | | | | 16,616 | | | | | | — | | | | | | | | | | | | | | | 16,616 | | | | | | | | | | | | | | | 16,616 | | |
Prepaid expenses
|
| | | | — | | | | | | 2,429 | | | | | | 676 | | | | | | | | | | | | | | | 3,105 | | | | | | | | | | | | | | | 3,105 | | |
Income tax receivable
|
| | | | — | | | | | | 6,959 | | | | | | — | | | | | | | | | | | | | | | 6,959 | | | | | | | | | | | | | | | 6,959 | | |
Other current assets
|
| | | | — | | | | | | 2,854 | | | | | | — | | | | | | (2,551) | | | |
(L)
|
| | | | 303 | | | | | | | | | | | | | | | 303 | | |
Prepaid assets
|
| | | | 676 | | | | | | — | | | | | | (676) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Total current assets
|
| | | | 1,738 | | | | | | 77,785 | | | | | | — | | | | | | 241,082 | | | | | | | | | 320,605 | | | | | | (71,205) | | | | | | | | | 249,400 | | |
Non-current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Security deposit
|
| | | | 3 | | | | | | — | | | | | | (3) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Cash and securities held in Trust Account
|
| | | | 215,276 | | | | | | — | | | | | | | | | | | | (215,276) | | | |
(C)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 6,201 | | | | | | — | | | | | | | | | | | | | | | 6,201 | | | | | | | | | | | | | | | 6,201 | | |
Internal-use software, net
|
| | | | — | | | | | | 38,756 | | | | | | — | | | | | | | | | | | | | | | 38,756 | | | | | | | | | | | | | | | 38,756 | | |
Goodwill
|
| | | | — | | | | | | 5,059 | | | | | | — | | | | | | | | | | | | | | | 5,059 | | | | | | | | | | | | | | | 5,059 | | |
Intangibles, net
|
| | | | — | | | | | | 1,624 | | | | | | — | | | | | | | | | | | | | | | 1,624 | | | | | | | | | | | | | | | 1,624 | | |
Deferred income taxes
|
| | | | — | | | | | | 3,109 | | | | | | — | | | | | | | | | | | | | | | 3,109 | | | | | | | | | | | | | | | 3,109 | | |
Other long-term assets
|
| | | | — | | | | | | 1,927 | | | | | | 3 | | | | | | | | | | | | | | | 1,930 | | | | | | | | | | | | | | | 1,930 | | |
Total non-current assets
|
| | | | 215,279 | | | | | | 56,676 | | | | | | — | | | | | | (215,276) | | | | | | | | | 56,679 | | | | | | — | | | | | | | | | 56,679 | | |
Total Assets
|
| | | $ | 217,017 | | | | | $ | 134,461 | | | | | $ | — | | | | | $ | 25,806 | | | | | | | | $ | 377,284 | | | | | $ | (71,205) | | | | | | | | $ | 306,079 | | |
| | |
As of
December 31, 2020 |
| |
As of
December 31, 2020 |
| | | | | | | |
No Redemption
Scenario |
| |
Maximum Redemption
Scenario |
| ||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Playstudios, Inc.
(Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Current liabilities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Accrued expenses
|
| | | $ | 6 | | | | | $ | — | | | | | $ | (6) | | | | | $ | — | | | | | | | | $ | — | | | | | | | | | | | | | | $ | — | | |
Accounts payable
|
| | | | — | | | | | | 4,717 | | | | | | — | | | | | | (64) | | | |
(L)
|
| | | | 4,653 | | | | | | | | | | | | | | | 4,653 | | |
Accrued liabilities
|
| | | | — | | | | | | 29,089 | | | | | | 6 | | | | | | (20,000) | | | |
(H)
|
| | | | 8,628 | | | | | | | | | | | | | | | 8,628 | | |
| | | | | | | | | | | | | | | | | | | | | | | (467) | | | |
(L)
|
| | | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | | 6 | | | | | | 33,806 | | | | | | — | | | | | | (20,531) | | | | | | | | | 13,281 | | | | | | — | | | | | | | | | 13,281 | | |
Non-current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Deferred underwriting fee payable
|
| | | | 7,534 | | | | | | — | | | | | | (7,534) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Minimum guarantee liability
|
| | | | — | | | | | | 300 | | | | | | — | | | | | | | | | | | | | | | 300 | | | | | | | | | | | | | | | 300 | | |
Deferred income taxes
|
| | | | — | | | | | | 2,970 | | | | | | — | | | | | | | | | | | | | | | 2,970 | | | | | | | | | | | | | | | 2,970 | | |
Other long-term liabilities
|
| | | | — | | | | | | 1,306 | | | | | | 7,534 | | | | | | (7,534) | | | |
(D)
|
| | | | 1,306 | | | | | | | | | | | | | | | 1,306 | | |
Total non-current liabilities
|
| | | | 7,534 | | | | | | 4,576 | | | | | | — | | | | | | (7,534) | | | | | | | | | 4,576 | | | | | | — | | | | | | | | | 4,576 | | |
Total liabilities
|
| | | | 7,540 | | | | | | 38,382 | | | | | | — | | | | | | (28,065) | | | | | | | | | 17,857 | | | | | | — | | | | | | | | | 17,857 | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Class A ordinary shares subject to possible redemption
|
| | | | 204,477 | | | | | | — | | | | | | — | | | | | | (204,477) | | | |
(B)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Class A Ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
(B)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class B Ordinary shares
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | (1) | | | |
(A)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common stock
|
| | | | — | | | | | | 12 | | | | | | — | | | | | | (2) | | | |
(F)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (10) | | | |
(G)
|
| | | | | | | | | | | | | | | | | |||||
Preferred stock
|
| | | | | | | | | | 8 | | | | | | — | | | | | | (1) | | | |
(F)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (7) | | | |
(G)
|
| | | | | | | | | | | | | | | | | |||||
Class A Common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | |
(A)
|
| | | | 12 | | | | | | (2) | | | |
(O)
|
| | | | 11 | | |
| | | | | | | | | | | | | | | | | | | | | | | 2 | | | |
(B)
|
| | | | | | | | | | 1 | | | |
(P)
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 6 | | | |
(G)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 3 | | | |
(K)
|
| | | | | | | | | | | | | | | | |
| | |
As of
December 31, 2020 |
| |
As of
December 31, 2020 |
| | | | | | | |
No Redemption
Scenario |
| |
Maximum Redemption
Scenario |
| ||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Playstudios, Inc.
(Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||
Class B Common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | |
(G)
|
| | | | 2 | | | | | | — | | | |
(P)
|
| | | | 2 | | |
Additional paid-in capital
|
| | | $ | 5,238 | | | | | $ | 71,776 | | | | | $ | — | | | | | $ | 204,475 | | | |
(B)
|
| | | $ | 346,351 | | | | | $ | (215,274) | | | |
(O)
|
| | | $ | 275,391 | | |
| | | | | | | | | | | | | | | | | | | | | | | (239) | | | |
(E)
|
| | | | | | | | | | 144,070 | | | |
(P)
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (144,068) | | | |
(F)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 9 | | | |
(G)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 249,997 | | | |
(K)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (27,961) | | | |
(L)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (14,415) | | | |
(M)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | 1,539 | | | |
(N)
|
| | | | | | | | | | 244 | | | |
(N)
|
| | | | | | |
Retained earnings (accumulated deficit)
|
| | | | (239) | | | | | | 23,802 | | | | | | — | | | | | | 239 | | | |
(E)
|
| | | | 12,581 | | | | | | | | | | | | | | | 12,337 | | |
| | | | | | | | | | | | | | | | | | | | | | | (5,000) | | | |
(I)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (2,500) | | | |
(J)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (650) | | | |
(L)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (1,532) | | | |
(M)
|
| | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | (1,539) | | | |
(N)
|
| | | | | | | | | | (244) | | | |
(N)
|
| | | | | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 481 | | | | | | — | | | | | | — | | | | | | | | | 481 | | | | | | — | | | | | | | | | 481 | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | 96,079 | | | | | | — | | | | | | 258,348 | | | | | | | | | 359,427 | | | | | | (71,205) | | | | | | | | | 288,222 | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
| | | $ | 217,017 | | | | | $ | 134,461 | | | | | $ | — | | | | | $ | 25,806 | | | | | | | | $ | 377,284 | | | | | $ | (71,205) | | | | | | | | $ | 306,079 | | |
|
| | | | | | | | | | | | | | | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| ||||||||||||||||||||||||
| | |
Acies
Acquisition Corp (Historical) |
| |
Playstudios,
Inc. (Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||
Net revenues
|
| | | $ | — | | | | | $ | 269,882 | | | | | | | | | | | | | | | | | | | | $ | 269,882 | | | | | | | | | | | | | | $ | 269,882 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Cost of revenue
|
| | | | — | | | | | | 91,469 | | | | | | | | | | | | | | | | | | | | | 91,469 | | | | | | | | | | | | | | | 91,469 | | |
Selling and marketing
|
| | | | — | | | | | | 57,124 | | | | | | | | | | | | | | | | | | | | | 57,124 | | | | | | | | | | | | | | | 57,124 | | |
General and administrative
|
| | | | — | | | | | | 16,960 | | | | | | 265 | | | | | | 5,000 | | | |
(AA)
|
| | | | 28,446 | | | | | | | | | | | | | | | 28,690 | | |
| | | | | | | | | | | | | | | | | | | | | | | 2,500 | | | |
(BB)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 650 | | | |
(CC)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,532 | | | |
(DD)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 1,539 | | | |
(EE)
|
| | | | | | | | | | 244 | | | |
(EE)
|
| | | | | | |
Research and development
|
| | | | — | | | | | | 51,696 | | | | | | | | | | | | | | | | | | | | | 51,696 | | | | | | | | | | | | | | | 51,696 | | |
Depreciation and amortization
|
| | | | — | | | | | | 22,192 | | | | | | | | | | | | | | | | | | | | | 22,192 | | | | | | | | | | | | | | | 22,192 | | |
Restructuring expense
|
| | | | — | | | | | | 20,092 | | | | | | | | | | | | | | | | | | | | | 20,092 | | | | | | | | | | | | | | | 20,092 | | |
Formation and operational costs
|
| | | | 265 | | | | | | — | | | | | | (265) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Total operating costs and expenses
|
| | | | 265 | | | | | | 259,533 | | | | | | — | | | | | | 11,221 | | | | | | | | | 271,019 | | | | | | 244 | | | | | | | | | 271,263 | | |
Income from operations
|
| | | | (265) | | | | | | 10,349 | | | | | | — | | | | | | (11,221) | | | | | | | | | (1,137) | | | | | | (244) | | | | | | | | | (1,381) | | |
Other income (expense), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Interest expense
|
| | | | — | | | | | | (142) | | | | | | | | | | | | | | | | | | | | | (142) | | | | | | | | | | | | | | | (142) | | |
Other income (expense), net
|
| | | | — | | | | | | 929 | | | | | | | | | | | | | | | | | | | | | 929 | | | | | | | | | | | | | | | 929 | | |
Interest income
|
| | | | 22 | | | | | | — | | | | | | | | | | | | (22) | | | |
(FF)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Unrealized gain (loss) on marketable securities held in Trust Account
|
| | | | 4 | | | | | | — | | | | | | | | | | | | (4) | | | |
(FF)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Total other income (expense), net
|
| | | | 26 | | | | | | 787 | | | | | | — | | | | | | (26) | | | | | | | | | 787 | | | | | | — | | | | | | | | | 787 | | |
Income (loss) before income taxes
|
| | | | (239) | | | | | | 11,136 | | | | | | — | | | | | | (11,247) | | | | | | | | | (350) | | | | | | (244) | | | | | | | | | (594) | | |
Provision for income taxes
|
| | | | | | | | | | 1,671 | | | | | | | | | | | | 2,619 | | | | | | | | | 4,290 | | | | | | 57 | | | | | | | | | 4,347 | | |
Net income (loss)
|
| | | $ | (239) | | | | | $ | 12,807 | | | | | $ | — | | | | | $ | (8,628) | | | | | | | | $ | 3,940 | | | | | $ | (187) | | | | | | | | $ | 3,753 | | |
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Weighted average shares of common stock
outstanding: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 115,438,266 | | | | | | | | | | | | | | | 104,626,435 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 124,342,357 | | | | | | | | | | | | | | | 113,530,526 | | |
Net income (loss) attributable to common
stockholders per share: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | | | | $ | 0.03 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | | | | $ | 0.03 | | |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Weighted average shares of common stock
outstanding: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,358,430 | | | | | | | | | | | | | | | 19,245,211 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,841,775 | | | | | | | | | | | | | | | 20,728,556 | | |
Net income (loss) attributable to common
stockholders per share: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | | | | $ | 0.03 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | | | | $ | 0.03 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||
(in thousands, except share and per share data)
|
| |
No Redemption
Scenario |
| |
Maximum Redemption
Scenario |
| ||||||
Pro forma net income attributable to common stockholders
|
| | | $ | 3,940 | | | | | $ | 3,753 | | |
Class A Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic(1)
|
| | | | 115,438,266 | | | | | | 104,626,435 | | |
Dilutive options
|
| | | | 8,904,091 | | | | | | 8,904,091 | | |
Weighted average shares of common stock outstanding – diluted(1)(2)
|
| | | | 124,342,357 | | | | | | 113,530,526 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Class B Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 16,358,430 | | | | | | 19,245,211 | | |
Dilutive options
|
| | | | 1,483,345 | | | | | | 1,483,345 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 17,841,775 | | | | | | 20,728,556 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.03 | | | | | $ | 0.03 | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |
PLAYSTUDIOS Equivalent
Pro Forma Per Share Data(2) |
| ||||||||||||||||||
(in thousands, except share and per share
data) |
| |
Acies
(Historical) |
| |
Playstudios
(Historical) |
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||||||||
As of and for the year ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net income (loss)
|
| | | $ | (239) | | | | | $ | 12,807 | | | | | $ | 3,940 | | | | | $ | 3,753 | | | | | ||||||||||
Total stockholders’ equity
|
| | | $ | 5,000 | | | | | $ | 96,079 | | | | | $ | 359,427 | | | | | $ | 288,222 | | | | | ||||||||||
Historical Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Weighted average shares of common stock outstanding – basic
|
| | | | 5,744,947 | | | | | | 236,118,856 | | | | | | | | | | | | | | | | | ||||||||||
Weighted average shares of common stock outstanding – diluted
|
| | | | 5,744,947 | | | | | | 283,067,558 | | | | | | | | | | | | | | | | | ||||||||||
Net income attributable to common stockholders per share – basic
|
| | | $ | (0.05) | | | | | $ | 0.03 | | | | | | | | | | | | | | | | | ||||||||||
Net income attributable to common stockholders per share – diluted
|
| | | $ | (0.05) | | | | | $ | 0.02 | | | | | | | | | | | | | | | | | ||||||||||
Total Stockholders' equity per share(1)
|
| | | $ | 0.87 | | | | | $ | 0.41 | | | | | | | | | | | | | | | | | ||||||||||
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 115,438,266 | | | | | | 104,626,435 | | | | | | 27,282,251 | | | | | | 24,727,023 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 124,342,357 | | | | | | 113,530,526 | | | | | | 29,386,611 | | | | | | 26,831,383 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Total Stockholders' equity per share(1)
|
| | | | | | | | | | | | | | | $ | 2.73 | | | | | $ | 2.33 | | | | | $ | 0.65 | | | | | $ | 0.55 | | |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 16,358,430 | | | | | | 19,245,211 | | | | | | 3,866,091 | | | | | | 4,548,342 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 17,841,775 | | | | | | 20,728,556 | | | | | | 4,216,659 | | | | | | 4,898,910 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Total Stockholders' equity per share(1)
|
| | | | | | | | | | | | | | | $ | 2.73 | | | | | $ | 2.33 | | | | | $ | 0.65 | | | | | $ | 0.55 | | |
Name
|
| |
Age
|
| |
Position
|
|
James J. Murren | | |
59
|
| | Chairman | |
Daniel Fetters | | |
42
|
| | Co-Chief Executive Officer | |
Edward King | | |
46
|
| | Co-Chief Executive Officer | |
Christopher Grove | | |
44
|
| | Director | |
Zach Leonsis | | |
32
|
| | Director | |
Brisa Trinchero | | |
41
|
| | Director | |
Andrew Zobler | | |
59
|
| | Director | |
Sam Kennedy | | |
47
|
| | Director | |
| myVEGAS Slots | | | | |
|
As myVEGAS was being favorably received on Facebook, the market was shifting from desktop to mobile. We followed suit and quickly went to work on our first mobile game, leveraging our existing content and lessons we learned on the social platform. In November 2013, myVEGAS Slots was launched on iTunes and Google Play. Similar to its predecessor, myVEGAS Slots also featured an extensive collection of real-world rewards—a first for the mobile platforms. Within weeks of its launch, myVEGAS, had attracted more than 250,000 players, validating our compelling proposition. It was clear that playing for fun while earning real-world benefits was resonating with out target audience.
|
| |
![]() |
|
| myVEGAS Blackjack | | | | |
|
Having established the myVEGAS brand and proven the value of real-world rewards, we elected to leverage both in a new, albeit adjacent category. In November 2014, we released myVEGAS Blackjack for iOS and Android devices. The game offers players traditional Blackjack rules and game mechanics with a host of social gaming features such as collectables, challenges, and leaderboards, along with distinct “rooms” that provide the look and feel of familiar Las Vegas casinos. Central to the game experience is our loyalty program, which shares a common, linked currency across all of the other myVEGAS games. Blackjack quickly became a favorite among our network of players, amassing over 200,000 daily active users within weeks of its launch.
|
| |
![]() |
|
| my KONAMI Slots | | | | |
|
Recognizing the growing popularity of real-world casino content in free-to-play mobile gaming, we entered into a strategic partnership with KONAMI Gaming. The relationship gave us access to the vast collection of casino-proven slot content. In January 2016, we introduced my KONAMI Slots, coupled with our unique loyalty program. The game quickly scaled to over 150,000 daily active players. Today, its audience has more than doubled as it continues to showcase KONAMI’s newest and hottest slot machines like China Mystery, Lotus Land, Lion Festival, Masked Ball Nights, and more.
|
| |
![]() |
|
| POP! Slots | | | | |
|
With our position established as a leading developer of casual slot games, we set out to create a product that would more fully exploit the inherently social aspects of mobile gaming. POP! Slots was released in August 2016 and introduced players to an entirely new, immersive world in which they roamed a virtual strip, entered their favorite casinos, then spun the reels alongside others with whom they were teamed-up, or pitted against. With real-time audio chat and emojis, players could connect with one another as they conquered the Wall of Kahn, broke the bank at Bellagio, or topped the chart in Win Zone. The games proved to be highly engaging, and the communal nature of the experience set it apart from everything else in its genre. Similar to the rest of the PLAYSTUDIOS portfolio, POP! Slots incorporated our loyalty points and real-world rewards into the game, and extended our loyalty program to an even broader audience of players and awards partners.
|
| |
![]() |
|
| | | | myVEGAS Bingo | |
|
![]() |
| |
While continuing to nurture and grow our core game franchises, we elected to enter the dynamic and rapidly growing casual bingo category. According to Sensor Tower Game Intelligence, the mobile Bingo category had revenues of $601 million, grew by nearly 54% year-over-year and had 53 million downloads for 2020. As we enter into the bingo genre, we are applying our proven approach—carefully crafting a game that’s intuitive to play, feature rich, and beautifully executed. We believe players will respond to the integration of real casino brands, innovative power-ups, group social features, collectables, and leaderboards. Similar to all of the other PLAYSTUDIOS games, myVEGAS Bingo will offer its players the opportunity to earn real-world rewards. The game has recently completed its technical validation and is in beta release in select markets. We launched myVEGAS Bingo in March 2021.
|
|
| | | | Kingdom Boss (Coming Soon) | |
|
![]() |
| |
We expect to launch our first idle RPG game, Kingdom Boss, in the second half of 2021, moving beyond casino-style content and into another rapidly expanding game category. With respect to the market opportunity for Kingdom Boss, according to Sensor Tower Game Intelligence, the Squad RPG genre is among the fastest-growing gaming segments, with over 296 million downloads in 2020, a market size of $5.9 billion and year-over-year market growth of 50%. Players of Kingdom Boss will be immersed in an epic role-playing game as they build their empire, forge alliances, command an army of epic heroes, and rescue their subjects from the shadowlands of exiled kingdoms. While we firmly believe in the strong appeal of the core game experience, Kingdom Boss will enjoy additional lift from our loyalty program and a new collection of real-world benefits that will be carefully tailored to this new audience.
|
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net income
|
| | | | 12,807 | | | | | | 13,614 | | | | | | 2,822 | | |
Depreciation & amortization
|
| | | | 22,192 | | | | | | 25,154 | | | | | | 16,246 | | |
Income tax (benefit) expense
|
| | | | (1,671) | | | | | | 3,975 | | | | | | 2,964 | | |
Stock-based compensation expense
|
| | | | 3,519 | | | | | | 5,884 | | | | | | 10,902 | | |
Special infrequent(1)
|
| | | | 1,427 | | | | | | — | | | | | | — | | |
Restructuring expense(3)
|
| | | | 20,092 | | | | | | 1,234 | | | | | | 2,316 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Other(2) | | | | | (392) | | | | | | (340) | | | | | | 2,081 | | |
AEBITDA
|
| | | | 57,974 | | | | | | 49,521 | | | | | | 37,331 | | |
GAAP revenue
|
| | | | 269,882 | | | | | | 239,421 | | | | | | 195,499 | | |
Margin as a % of revenue | | | | | | | | | | | | | | | | | | | |
Net income margin
|
| | | | 4.7% | | | | | | 5.7% | | | | | | 1.4% | | |
AEBITDA margin
|
| | | | 21.5% | | | | | | 20.7% | | | | | | 19.1% | | |
| | |
Year Ended December 31,
|
| |
$ Change
|
| |
% Change
|
| |||||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |||||||||||||||||||||
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Virtual currency
|
| | | | 268,137 | | | | | | 231,726 | | | | | | 193,849 | | | | | | 36,411 | | | | | | 37,877 | | | | | | 15.7% | | | | | | 19.5% | | |
Advertising
|
| | | | 1,745 | | | | | | 383 | | | | | | 356 | | | | | | 1,362 | | | | | | 27 | | | | | | 355.6% | | | | | | 7.6% | | |
Other
|
| | | | — | | | | | | 7,312 | | | | | | 1,294 | | | | | | (7,312) | | | | | | 6,018 | | | | | | -100.0% | | | | | | 465.1% | | |
Total net revenue
|
| | | | 269,882 | | | | | | 239,421 | | | | | | 195,499 | | | | | | 30,461 | | | | | | 43,922 | | | | | | 12.7% | | | | | | 22.5% | | |
Operating expenses
|
| | | | 259,533 | | | | | | 222,284 | | | | | | 189,202 | | | | | | 37,249 | | | | | | 33,082 | | | | | | 16.8% | | | | | | 17.5% | | |
Operating income
|
| | | | 10,349 | | | | | | 17,137 | | | | | | 6,297 | | | | | | (6,788) | | | | | | 10,840 | | | | | | -39.6% | | | | | | 172.1% | | |
Interest expense
|
| | | | (142) | | | | | | (264) | | | | | | (284) | | | | | | 122 | | | | | | 20 | | | | | | -46.2% | | | | | | -7.0% | | |
Other income (expense), net
|
| | | | 929 | | | | | | 716 | | | | | | (227) | | | | | | 213 | | | | | | 943 | | | | | | 29.7% | | | | | | -415.4% | | |
Provision benefit (expense) for income taxes
|
| | | | 1,671 | | | | | | (3,975) | | | | | | (2,964) | | | | | | 5,646 | | | | | | (1,011) | | | | | | -142.0% | | | | | | 34.1% | | |
Net income
|
| | | | 12,807 | | | | | | 13,614 | | | | | | 2,822 | | | | | | (807) | | | | | | 10,792 | | | | | | -5.9% | | | | | | 382.4% | | |
AEBITDA
|
| | | | 57,974 | | | | | | 49,521 | | | | | | 37,331 | | | | | | 8,453 | | | | | | 12,190 | | | | | | 17.1% | | | | | | 32.7% | | |
Margin as a % of revenue
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating margin
|
| | | | 3.8% | | | | | | 7.2% | | | | | | 3.2% | | | | | | -3.4pp | | | | | | 4.0pp | | | | | | -47.2% | | | | | | 125.0% | | |
Net income margin
|
| | | | 4.7% | | | | | | 5.7% | | | | | | 1.4% | | | | | | -1.0pp | | | | | | 4.3pp | | | | | | -17.5% | | | | | | 307.1% | | |
AEBITDA margin
|
| | | | 21.5% | | | | | | 20.7% | | | | | | 19.1% | | | | | | 0.8pp | | | | | | 1.6pp | | | | | | 3.9% | | | | | | 8.4% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |
Change
|
| |
% Change
|
| |||||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |||||||||||||||||||||
Average DAU
|
| | | | 1,459 | | | | | | 1,635 | | | | | | 1,614 | | | | | | (176) | | | | | | 21 | | | | | | -10.8% | | | | | | 1.3% | | |
Average MAU
|
| | | | 4,251 | | | | | | 4,813 | | | | | | 4,502 | | | | | | (562) | | | | | | 311 | | | | | | -11.7% | | | | | | 6.9% | | |
Average DPU
|
| | | | 33 | | | | | | 33 | | | | | | 22 | | | | | | — | | | | | | 11 | | | | | | 0.0% | | | | | | 50.0% | | |
Average Daily Payer Conversion
|
| | | | 2.3% | | | | | | 2.0% | | | | | | 1.4% | | | | | | 0.3pp | | | | | | 0.6pp | | | | | | 15.0% | | | | | | 42.9% | | |
ARPDAU (in dollars)
|
| | | $ | 0.51 | | | | | $ | 0.39 | | | | | $ | 0.33 | | | | | $ | 0.12 | | | | | $ | 0.06 | | | | | | 30.8% | | | | | | 18.2% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| |
$ Change
|
| |
% Change
|
| |
% of Revenue
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |
2020 vs. 2019
|
| |
2019 vs. 2018
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 91,469 | | | | | | 80,267 | | | | | | 66,784 | | | | | | 11,202 | | | | | | 13,483 | | | | | | 14.0% | | | | | | 20.2% | | | | | | 33.9% | | | | | | 33.5% | | | | | | 34.2% | | |
Selling and marketing
|
| | | | 57,124 | | | | | | 59,931 | | | | | | 54,068 | | | | | | (2,807) | | | | | | 5,863 | | | | | | -4.7% | | | | | | 10.8% | | | | | | 21.2% | | | | | | 25.0% | | | | | | 27.7% | | |
General and administrative
|
| | | | 16,960 | | | | | | 16,712 | | | | | | 19,620 | | | | | | 248 | | | | | | (2,908) | | | | | | 1.5% | | | | | | -14.8% | | | | | | 6.3% | | | | | | 7.0% | | | | | | 10.0% | | |
Research and development
|
| | | | 51,696 | | | | | | 38,986 | | | | | | 30,168 | | | | | | 12,710 | | | | | | 8,818 | | | | | | 32.6% | | | | | | 29.2% | | | | | | 19.2% | | | | | | 16.3% | | | | | | 15.4% | | |
Depreciation and amortization
|
| | | | 22,192 | | | | | | 25,154 | | | | | | 16,246 | | | | | | (2,962) | | | | | | 8,908 | | | | | | -11.8% | | | | | | 54.8% | | | | | | 8.2% | | | | | | 10.5% | | | | | | 8.3% | | |
Restructuring expense
|
| | | | 20,092 | | | | | | 1,234 | | | | | | 2,316 | | | | | | 18,858 | | | | | | (1,082) | | | | | | 1528.2% | | | | | | -46.7% | | | | | | 7.4% | | | | | | 0.5% | | | | | | 1.2% | | |
Total operating expenses
|
| | | | 259,533 | | | | | | 222,284 | | | | | | 189,202 | | | | | | 37,249 | | | | | | 33,082 | | | | | | 16.8% | | | | | | 17.5% | | | | | | 96.2% | | | | | | 92.8% | | | | | | 96.8% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net cash provided by operating activities
|
| | | | 48,400 | | | | | | 36,088 | | | | | | 36,728 | | |
Net cash used in investing activities
|
| | | | (27,002) | | | | | | (25,292) | | | | | | (24,409) | | |
Net cash used in financing activities
|
| | | | (3,635) | | | | | | (7,348) | | | | | | (4,133) | | |
Effect of exchange rate on cash and cash equivalent
|
| | | | 142 | | | | | | (26) | | | | | | (343) | | |
Increase in cash and cash equivalents
|
| | | | 17,905 | | | | | | 3,422 | | | | | | 7,843 | | |
| | |
Payments due by Period
|
| |||||||||||||||||||||||||||
(in thousands)
|
| |
Total
|
| |
Less than 1 Year
|
| |
1-3 Years
|
| |
3-5 Years
|
| |
More than 5 Years
|
| |||||||||||||||
Operating lease obligations(1)
|
| | | | 9,477 | | | | | | 4,667 | | | | | | 4,810 | | | | | | — | | | | | | — | | |
Minimum guaranteed obligations(2)
|
| | | | 400 | | | | | | 200 | | | | | | 200 | | | | | | — | | | | | | — | | |
Total contractual obligations
|
| | | | 9,877 | | | | | | 4,867 | | | | | | 5,010 | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Andrew Pascal | | |
55
|
| | Co-Founder, Chairman and Chief Executive Officer | |
Paul Mathews | | |
56
|
| | Co-Founder & Executive Vice President | |
Scott Peterson | | |
54
|
| | Vice President, Chief Financial Officer | |
Joel Agena | | |
58
|
| | Vice President, Legal Counsel | |
Katie Bolich | | |
52
|
| | Co-Founder & Head of Product | |
Non-Employee Directors | | | | | | | |
William (Bill) J. Hornbuckle | | |
63
|
| | Director | |
Joe Horowitz(2)(3) | | |
69
|
| | Director | |
Jason Krikorian(1)(3) | | |
49
|
| | Director | |
Judy K. Mencher(1)(2) | | |
64
|
| | Director | |
James Murren(1) | | |
59
|
| | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||
Andrew Pascal, Chairman and CEO
|
| | | | 2020 | | | | | | 500,000 | | | | | | 225,000 | | | | | | 1,601 | | | | | | 726,601 | | |
Scott Peterson, VP, CFO
|
| | | | 2020 | | | | | | 250,000 | | | | | | 35,000 | | | | | | 161 | | | | | | 285,161 | | |
Joel Agena, VP Legal Counsel
|
| | | | 2020 | | | | | | 224,327 | | | | | | 15,000 | | | | | | 161 | | | | | | 239,488 | | |
| | |
Option Awards(1)
|
| | | | | | | | | | |||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||
Andrew Pascal
|
| | | | 10/4/12 | | | | | | 1,405,200 | | | | | | — | | | | | | 0.0325 | | | |
10/4/22
|
|
| | | | | 4/17/17 | | | | | | 7,333,333 | | | | | | 666,667 | | | | | | 0.2350 | | | |
4/17/27
|
|
Scott Peterson
|
| | | | 6/29/17(2) | | | | | | 125,000 | | | | | | 166,667 | | | | | | 0.2350 | | | |
4/1/27
|
|
| | | | | 2/28/19(3) | | | | | | 31,250 | | | | | | 260,417 | | | | | | 0.3350 | | | |
1/1/29
|
|
Joel Agena
|
| | | | 12/22/15(4) | | | | | | 200,000 | | | | | | — | | | | | | 0.2100 | | | |
9/1/25
|
|
| | | | | 6/29/17(5) | | | | | | 358,333 | | | | | | 41,667 | | | | | | 0.2350 | | | |
5/1/27
|
|
| | | | | 2/28/19(3) | | | | | | 191,666 | | | | | | 208,334 | | | | | | 0.3350 | | | |
1/1/29
|
|
| | |
Pre-Business Combination
|
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Acies
|
| |
PLAYSTUDIOS
|
| |
Assuming No Redemption
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number
of Ordinary Shares |
| |
% of
Acies Ordinary Shares |
| |
Number
of Shares of PLAY STUDIOS Capital Stock |
| |
% of
PLAY STUDIOS Capital Stock |
| |
Number
of Shares of New PLAY STUDIOS CLASS A Common Stock |
| |
% of
New PLAY STUDIOS Class A Common Stock |
| |
Number
of Shares of New PLAY STUDIOS CLASS B Common Stock |
| |
% of
New PLAY STUDIOS Class B Common Stock |
| |
% of
Total Voting Power |
| |
Number
of Shares of New PLAY STUDIOS CLASS A Common Stock |
| |
% of
New PLAY STUDIOS Class A Common Stock |
| |
Number
of Shares of New PLAY STUDIOS CLASS B Common Stock |
| |
% of
New PLAY STUDIOS Class B Common Stock |
| |
% of
Total Voting Power |
| ||||||||||||||||||||||||||||||||||||||||||
5% Holders of Acies
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acies Acquisition LLC (2)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | — | | | | | | — | | | | | | 3,631,250(3) | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,824,062(3)(4) | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | * | | |
Millennium Management LLC (5)
|
| | | | 1,800,000 | | | | | | 6.7% | | | | | | — | | | | | | — | | | | | | 1,800,000 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,800,000 | | | | | | 1.7% | | | | | | — | | | | | | — | | | | | | * | | |
5% Holders of New PLAYSTUDIOS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Activision Publishing, Inc.(6)
|
| | | | — | | | | | | — | | | | | | 64,000,000 | | | | | | 16.0% | | | | | | 12,856,694 | | | | | | 11.2% | | | | | | — | | | | | | — | | | | | | 2.9% | | | | | | 15,125,522 | | | | | | 14.5% | | | | | | — | | | | | | — | | | | | | 3.1% | | |
MGM Resorts International (7)
|
| | | | — | | | | | | — | | | | | | 62,852,292 | | | | | | 15.7% | | | | | | 14,626,135(8) | | | | | | 12.7% | | | | | | — | | | | | | — | | | | | | 3.3% | | | | | | 16,854,277(8) | | | | | | 16.2% | | | | | | — | | | | | | — | | | | | | 3.4% | | |
Directors and Executive Officers Pre-Business Combination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James Murren
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel Fetters(2)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | — | | | | | | — | | | | | | 3,631,250(3) | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,824,062(3)(4) | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | * | | |
Edward King(2)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | — | | | | | | — | | | | | | 3,631,250(3) | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,824,062(3)(4) | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | * | | |
Christopher Grove
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Zach Leonsis
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brisa Trinchero
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew Zobler
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sam Kennedy
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Acies directors and executive officers as a group (8 individuals)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | — | | | | | | — | | | | | | 3,631,250(3) | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,824,062(3)(4) | | | | | | 2.7% | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Executive Officers Post-Business
Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew Pascal (9)
|
| | | | 522,843 | | | | | | 1.0% | | | | | | 90,503,338(10) | | | | | | 22.1% | | | | | | 18,502,441(11) | | | | | | 13.8% | | | | | | 18,502,441(12) | | | | | | 100.0% | | | | | | 76.3% | | | | | | 21,389,222(11) | | | | | | 17.0% | | | | | | 21,389,222(13) | | | | | | 100.0% | | | | | | 80.4% | | |
Scott Peterson
|
| | | | — | | | | | | — | | | | | | 1,829,166(14) | | | | | | * | | | | | | 378,532(15) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 432,298(16) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Joel Agena
|
| | | | — | | | | | | — | | | | | | 799,999(17) | | | | | | * | | | | | | 189,068(18) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 189,068(18) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
James Murren
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bill Hornbuckle(19)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joe Horowitz
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jason Krikorian
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Judy Mencher
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All New PLAYSTUDIOS directors and executive officers as a group (8
individuals) |
| | | | 522,843 | | | | | | 1.0% | | | | | | 93,132,503(20) | | | | | | 22.7% | | | | | | 19,070,041(21) | | | | | | 14.2% | | | | | | 18,502,441(12) | | | | | | 100.0% | | | | | | 76.3% | | | | | | 22,010,588(22) | | | | | | 17.5% | | | | | | 21,389,222(13) | | | | | | 100.0% | | | | | | 80.5% | | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by a majority in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
|
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Under the Cayman Islands Companies Act and Acies’ memorandum and articles of association law, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | | |
Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter while directors are elected by a plurality of the votes cast.
Holders of New PLAYSTUDIOS Class A common stock will be entitled to cast one vote per share of New PLAYSTUDIOS Class A common stock, while holders of New PLAYSTUDIOS Class B common stock will be entitled to cast 20 votes per share of New PLAYSTUDIOS Class B common stock. Except as otherwise provided by applicable law or the Proposed Certificate of Incorporation, holders of all classes of New PLAYSTUDIOS common stock vote together as a single class.
Prior to the first date on which the issued and outstanding shares of New PLAYSTUDIOS Class B common stock represents less than a majority of the total voting power of the then outstanding shares of capital stock of New PLAYSTUDIOS that would be entitled to vote in the election of directors at an annual meeting of stockholders (the “Voting Threshold Date”), any action required or permitted to be taken at any annual or special meeting of New PLAYSTUDIOS stockholders, may be taken by written consent. From and after the Voting Threshold Date, any such action must be effected at an annual or special meeting of the stockholders and may not be effected by written consent.
|
|
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Appraisal Rights
|
| | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the court. | | | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; or (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depositary receipts described in (a), (b) and (c) above. | |
|
Inspection of Books and Records
|
| | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | | | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | |
|
Stockholder/Shareholder Lawsuits
|
| | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | | | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal D). | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Election and Removal of Board of Directors
|
| |
Cayman Islands law permits a corporation to classify its board of directors into any number of classes with staggered terms of office pursuant to the provisions of its Articles of Association so long as the board of directors is comprised of at least one director. The provisions of Acies Articles of Association provides for the classification of the Acies’ board of directors into three separate classes, designated Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of Class I who are appointed for a term expiring at Acies’ first annual general meeting.
The Articles of Association of Acies provides that prior to the closing of a Business Combination, Acies may by ordinary resolution of the holders of the Acies Class B ordinary shares appoint any person to be a director of Acies or may by ordinary resolution of the holders of the Acies Class B ordinary shares remove any director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Acies Class A ordinary shares shall have no right to vote on the appointment or removal of any Acies director.
|
| |
Delaware law permits a corporation to provide that all of the members of its board of directors will be elected each year for one-year terms.
There is no cumulative voting with respect to the election of directors.
Any director or the entire board may be removed from office with or without cause upon the affirmative vote of a majority of the voting power of the New PLAYSTUDIOS common stock, voting together as a single class.
|
|
|
Fiduciary Duties of Directors
|
| |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to a corporation and its stockholders. | |
|
Indemnification of Directors and Officers
|
| | A Cayman Islands company generally may indemnify its directors or officers except with regard to actual fraud or willful default. | | | A corporation is generally permitted to indemnify its directors and officers acting in good faith. | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Limited Liability of Directors
|
| | Liability of directors may be limited, except with regard to their own actual fraud or willful default or willful neglect. | | | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | |
| | |
Page
|
| |||
Financial Statements (Audited) for the period from August 14, 2020 (inception) to December 31, 2020
|
| | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
Page
|
| |||
Audited Consolidated Financial Statements of PlayStudios, Inc. | | | | | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 1,061,717 | | |
|
Prepaid expenses
|
| | | | 676,797 | | |
|
Total Current Assets
|
| | | | 1,738,514 | | |
|
Security deposit
|
| | | | 2,875 | | |
|
Cash and Marketable securities held in Trust Account
|
| | | | 215,275,732 | | |
|
Total Assets
|
| | | $ | 217,017,121 | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
|
Current liabilities – accrued expenses
|
| | | $ | 6,150 | | |
|
Deferred underwriting fee payable
|
| | | | 7,533,750 | | |
|
Total Liabilities
|
| | | | 7,539,900 | | |
| Commitments | | | | | | | |
|
Class A Ordinary Shares subject to possible redemption 20,445,277 shares at redemption value
|
| | | | 204,477,211 | | |
| Shareholders’ Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | |
|
—
|
| |
|
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 1,079,723 shares issued and outstanding (excluding 20,445,277 shares subject to possible redemption)
|
| | | | 108 | | |
|
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,381,250 shares
issued and outstanding |
| | | | 538 | | |
|
Additional paid-in capital
|
| | | | 5,238,322 | | |
|
Accumulated deficit
|
| | | | (238,958) | | |
|
Total Shareholders’ Equity
|
| | | | 5,000,010 | | |
|
Total Liabilities and Shareholders’ Equity
|
| | | $ | 217,017,121 | | |
|
Formation and operating costs
|
| | | $ | 264,690 | | |
|
Loss from operations
|
| | | | (264,690) | | |
| Other income: | | | | | | | |
|
Interest income
|
| | | | 22,174 | | |
|
Unrealized gain on marketable securities held in Trust Account
|
| | | | 3,558 | | |
|
Other income
|
| | | | 25,732 | | |
|
Net loss
|
| | | $ | (238,958) | | |
|
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption
|
| | |
|
20,172,634
|
| |
|
Basic and diluted net income per share, Common stock subject to possible redemption
|
| | | $ | 0.00 | | |
|
Weighted average shares outstanding, basic and diluted
|
| | | | 5,744,947 | | |
|
Basic and diluted net loss per common share
|
| | | $ | (0.05) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – August 14, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B Ordinary Shares to Sponsor
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | |
|
—
|
| | | | | 25,000 | | |
Sale of 21,525,000 Units, net of underwriting discounts and offering costs
|
| | | | 21,525,000 | | | | | | 2,153 | | | | | | — | | | | | | — | | | | | | 202,884,026 | | | | | | — | | | | | | 202,886,179 | | |
Sale of 4,536,667 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,805,000 | | | | |
|
—
|
| | | | | 6,805,000 | | |
Forfeiture of Founder Shares
|
| | | | — | | | | | | — | | | | | | (368,750) | | | | | | (37) | | | | | | 37 | | | | |
|
—
|
| | | |
|
—
|
| |
Class A Ordinary Shares subject to
possible redemption |
| | | | (20,445,277) | | | | | | (2,045) | | | | | | — | | | | | | — | | | | | | (204,475,166) | | | | | | — | | | | | | (204,477,211) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (238,958) | | | | | | (233,958) | | |
Balance – December 31, 2020
|
| | | | 1,079,723 | | | | | $ | 108 | | | | | | 5,381,250 | | | | | $ | 538 | | | | | $ | 5,238,322 | | | | | $ | (238,958) | | | | | $ | 5,000,010 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (238,958) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (22,174) | | |
|
Unrealized gain on marketable securities held in Trust Account
|
| | | | (3,558) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | (676,797) | | |
|
Security deposit
|
| | | | (2,875) | | |
|
Accrued expenses
|
| | | | 6,150 | | |
|
Net cash used in operating activities
|
| | | | (932,462) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (215,250,000) | | |
|
Net cash used in investing activities
|
| | | | (215,250,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B Ordinary Shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 210,945,000 | | |
|
Proceeds from advance – related party
|
| | | | 2,621,369 | | |
|
Repayment of advance – related party
|
| | | | (2,621,369) | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 6,805,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 278,631 | | |
|
Repayment of promissory note – related party
|
| | | | (278,631) | | |
|
Payment of offering costs
|
| | | | (525,071) | | |
|
Net cash provided by financing activities
|
| | | | 217,249,929 | | |
|
Net Change in Cash
|
| | | | 1,061,717 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 1,061,717 | | |
| Non-Cash Investing and Financing Activities: | | | | | | | |
|
Initial classification of Class A Ordinary Shares subject to possible redemption
|
| | | $ | 204,669,590 | | |
|
Change in value of Class A Ordinary Shares subject to possible redemption
|
| | | $ | (192,379) | | |
|
Deferred underwriting fee payable
|
| | | $ | 7,533,750 | | |
| | |
For the Period
from August 14, 2020 (Inception) through December 31, 2020 |
| |||
Common stock subject to possible redemption | | | | | | | |
Numerator: Earnings allocable to Common stock subject to possible redemption | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 21,061 | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | 3,379 | | |
Net Income allocable to shares subject to redemption
|
| | | $ | 24,440 | | |
Denominator: Weighted Average Class A common stock subject to possible
redemption |
| | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 20,172,634 | | |
Basic and diluted net income per share
|
| | | $ | 0.00 | | |
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Loss minus Net Earnings
|
| | | | | | |
Net loss
|
| | | $ | (238,958) | | |
Less: Net income allocable to Class A common stock subject to possible redemption
|
| | | | 24,440 | | |
Non-Redeemable Net Loss
|
| | | $ | (263,398) | | |
Denominator: Weighted Average Non-Redeemable Common Stock
|
| | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 5,744,947 | | |
Basic and diluted net loss per share
|
| | | $ | (0.05) | | |
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 215,275,732 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 48,927 | | | | | $ | 31,022 | | |
Receivables
|
| | | | 16,616 | | | | | | 14,249 | | |
Prepaid expenses
|
| | | | 2,429 | | | | | | 2,341 | | |
Income tax receivable
|
| | | | 6,959 | | | | | | 2,057 | | |
Other current assets
|
| | | | 2,854 | | | | | | 383 | | |
Total current assets
|
| | | | 77,785 | | | | | | 50,052 | | |
Property and equipment, net
|
| | | | 6,201 | | | | | | 7,335 | | |
Internal-use software, net
|
| | | | 38,756 | | | | | | 30,994 | | |
Goodwill
|
| | | | 5,059 | | | | | | 5,059 | | |
Intangibles, net
|
| | | | 1,624 | | | | | | 2,322 | | |
Deferred income taxes
|
| | | | 3,109 | | | | | | 2,362 | | |
Other long-term assets
|
| | | | 1,927 | | | | | | 1,146 | | |
Total non-current assets
|
| | | | 56,676 | | | | | | 49,218 | | |
Total assets
|
| | | $ | 134,461 | | | | | $ | 99,270 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,717 | | | | | $ | 5,351 | | |
Accrued liabilities
|
| | | | 29,089 | | | | | | 6,517 | | |
Total current liabilities
|
| | | | 33,806 | | | | | | 11,868 | | |
Minimum guarantee liability
|
| | | | 300 | | | | | | 500 | | |
Deferred income taxes
|
| | | | 2,970 | | | | | | 5,791 | | |
Other long-term liabilities
|
| | | | 1,306 | | | | | | 798 | | |
Total non-current liabilities
|
| | | | 4,576 | | | | | | 7,089 | | |
Total liabilities
|
| | | $ | 38,382 | | | | | $ | 18,957 | | |
Commitments and contingencies (see Note 12)
|
| | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.00005 par value (168,637,840 shares authorized, 162,595,680 shares issued and outstanding as of December 31, 2020 and 2019; aggregate liquidation preference of $33,750 as of December 31, 2020 and 2019)
|
| | | | 8 | | | | | | 8 | | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 238,186,070 and 225,490,157 shares issued and outstanding as of December 31, 2020 and 2019)
|
| | | | 12 | | | | | | 11 | | |
Additional paid-in capital
|
| | | | 71,776 | | | | | | 66,661 | | |
Retained earnings
|
| | | | 23,802 | | | | | | 13,535 | | |
Accumulated other comprehensive income
|
| | | | 481 | | | | | | 98 | | |
Total stockholders’ equity
|
| | | | 96,079 | | | | | | 80,313 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 134,461 | | | | | $ | 99,270 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net revenues
|
| | | $ | 269,882 | | | | | $ | 239,421 | | | | | $ | 195,499 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue (1)
|
| | | | 91,469 | | | | | | 80,267 | | | | | | 66,784 | | |
Selling and marketing
|
| | | | 57,124 | | | | | | 59,931 | | | | | | 54,068 | | |
General and administrative
|
| | | | 16,960 | | | | | | 16,712 | | | | | | 19,620 | | |
Research and development
|
| | | | 51,696 | | | | | | 38,986 | | | | | | 30,168 | | |
Depreciation and amortization
|
| | | | 22,192 | | | | | | 25,154 | | | | | | 16,246 | | |
Restructuring expense
|
| | | | 20,092 | | | | | | 1,234 | | | | | | 2,316 | | |
Total operating costs and expenses
|
| | | | 259,533 | | | | | | 222,284 | | | | | | 189,202 | | |
Income from operations
|
| | | | 10,349 | | | | | | 17,137 | | | | | | 6,297 | | |
Other income (expense), net: | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (142) | | | | | | (264) | | | | | | (284) | | |
Other income (expense), net
|
| | | | 929 | | | | | | 716 | | | | | | (227) | | |
Total other income (expense), net
|
| | | | 787 | | | | | | 452 | | | | | | (511) | | |
Income before income taxes
|
| | | | 11,136 | | | | | | 17,589 | | | | | | 5,786 | | |
Income tax benefit (expense)
|
| | | | 1,671 | | | | | | (3,975) | | | | | | (2,964) | | |
Net income attributable to PlayStudios, Inc. (2)
|
| | | $ | 12,807 | | | | | $ | 13,614 | | | | | $ | 2,822 | | |
Net income attributable to common stockholders (3):
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 5,985 | | | | | $ | 6,440 | | | | | $ | 3,367 | | |
Diluted
|
| | | $ | 6,420 | | | | | $ | 6,669 | | | | | $ | 3,477 | | |
Net income attributable to common stockholders per share:
|
| | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | |
Diluted
|
| | | $ | 0.02 | | | | | $ | 0.03 | | | | | $ | 0.01 | | |
Weighted average shares of common stock outstanding: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 236,118,856 | | | | | | 234,070,277 | | | | | | 229,409,649 | | |
Diluted
|
| | | | 283,067,558 | | | | | | 255,453,583 | | | | | | 248,179,915 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net income attributable to PlayStudios, Inc. (1)
|
| | | $ | 12,807 | | | | | $ | 13,614 | | | | | $ | 2,822 | | |
Other comprehensive income/(loss):
|
| | | | | | | | | | | | | | | | | | |
Change in foreign currency translation adjustment (2)
|
| | | | 383 | | | | | | 179 | | | | | | (188) | | |
Total other comprehensive income/(loss)
|
| | | $ | 383 | | | | | | 179 | | | | | | (188) | | |
Comprehensive income attributable to PlayStudios, Inc. (1)
|
| | | $ | 13,190 | | | | | $ | 13,793 | | | | | $ | 2,634 | | |
| | |
Preferred Stock (1)
|
| |
Common Stock (1)
|
| |
Additional
Paid-In Capital |
| |
Other
Comprehensive Income (loss) |
| |
Retained
Earnings |
| |
Total
PlayStudios, Inc. Stockholders’ Equity |
| |
Non
controlling Interest |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 223,122 | | | | | $ | 11 | | | | | $ | 40,254 | | | | | $ | 107 | | | | | $ | 4,679 | | | | | $ | 45,059 | | | | | $ | 8,000 | | | | | $ | 53,059 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,822 | | | | | | 2,822 | | | | | | | | | | | | 2,822 | | |
Exercise of stock
options |
| | | | — | | | | | | — | | | | | | 5,362 | | | | | | — | | | | | | 550 | | | | | | — | | | | | | — | | | | | | 550 | | | | | | — | | | | | | 550 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,752 | | | | | | — | | | | | | — | | | | | | 11,752 | | | | | | — | | | | | | 11,752 | | |
Repurchase and retirement of common stock
|
| | | | — | | | | | | — | | | | | | (2,130) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,404) | | | | | | (1,404) | | | | | | — | | | | | | (1,404) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (188) | | | | | | — | | | | | | (188) | | | | | | — | | | | | | (188) | | |
Restricted stock awards
|
| | | | — | | | | | | — | | | | | | 1,760 | | | | | | — | | | | | | 555 | | | | | | — | | | | | | — | | | | | | 555 | | | | | | — | | | | | | 555 | | |
Purchase of noncontrolling
interest |
| | | | — | | | | | | — | | | | | | 1,100 | | | | | | — | | | | | | 6,000 | | | | | | — | | | | | | — | | | | | | 6,000 | | | | | | (8,000) | | | | | | (2,000) | | |
Balance as of December 31, 2018
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 229,214 | | | | | $ | 11 | | | | | $ | 59,111 | | | | | $ | (81) | | | | | $ | 6,097 | | | | | $ | 65,146 | | | | | $ | — | | | | | $ | 65,146 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,614 | | | | | | 13,614 | | | | | | — | | | | | | 13,614 | | |
Exercise of stock
options |
| | | | — | | | | | | — | | | | | | 5,846 | | | | | | — | | | | | | 754 | | | | | | — | | | | | | — | | | | | | 754 | | | | | | — | | | | | | 754 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,796 | | | | | | — | | | | | | — | | | | | | 6,796 | | | | | | — | | | | | | 6,796 | | |
Repurchase and retirement of common stock
|
| | | | — | | | | | | — | | | | | | (9,570) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,176) | | | | | | (6,176) | | | | | | — | | | | | | (6,176) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | | | | | — | | | | | | 179 | | |
Balance as of December 31, 2019
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 225,490 | | | | | $ | 11 | | | | | $ | 66,661 | | | | | $ | 98 | | | | | $ | 13,535 | | | | | $ | 80,313 | | | | | $ | — | | | | | $ | 80,313 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,807 | | | | | | 12,807 | | | | | | — | | | | | | 12,807 | | |
Exercise of stock
options |
| | | | — | | | | | | — | | | | | | 16,314 | | | | | | 1 | | | | | | 991 | | | | | | — | | | | | | — | | | | | | 992 | | | | | | — | | | | | | 992 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,124 | | | | | | — | | | | | | — | | | | | | 4,124 | | | | | | — | | | | | | 4,124 | | |
Repurchase and retirement of common stock
|
| | | | — | | | | | | — | | | | | | (3,618) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,540) | | | | | | (2,540) | | | | | | — | | | | | | (2,540) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 383 | | | | | | — | | | | | | 383 | | | | | | — | | | | | | 383 | | |
Balance as of December 31, 2020
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 238,186 | | | | | $ | 12 | | | | | $ | 71,776 | | | | | $ | 481 | | | | | $ | 23,802 | | | | | $ | 96,079 | | | | | $ | — | | | | | $ | 96,079 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | $ | 12,807 | | | | | $ | 13,614 | | | | | $ | 2,822 | | |
Adjustments: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 22,192 | | | | | | 25,154 | | | | | | 16,246 | | |
Amortization of loan costs
|
| | | | — | | | | | | 59 | | | | | | 35 | | |
Stock-based compensation expense
|
| | | | 3,519 | | | | | | 5,884 | | | | | | 10,902 | | |
Deferred income tax expense
|
| | | | (3,568) | | | | | | 2,456 | | | | | | 1,884 | | |
Loss on disposal of equipment
|
| | | | 2 | | | | | | 28 | | | | | | 1,297 | | |
(Gain)/loss on foreign currency translation
|
| | | | (469) | | | | | | (343) | | | | | | 503 | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (2,367) | | | | | | (517) | | | | | | 893 | | |
Income tax receivable
|
| | | | (4,902) | | | | | | (938) | | | | | | (1,119) | | |
Prepaid expenses and other current assets
|
| | | | (8) | | | | | | (202) | | | | | | (909) | | |
Accounts payable & accrued liabilities
|
| | | | 21,975 | | | | | | (1,591) | | | | | | 3,855 | | |
Deferred revenue
|
| | | | — | | | | | | (7,379) | | | | | | 883 | | |
Other
|
| | | | (781) | | | | | | (137) | | | | | | (564) | | |
Net cash provided by operating activities
|
| | | | 48,400 | | | | | | 36,088 | | | | | | 36,728 | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (1,847) | | | | | | (4,296) | | | | | | (3,569) | | |
Additions to internal-use software
|
| | | | (25,155) | | | | | | (20,996) | | | | | | (20,844) | | |
Other
|
| | | | — | | | | | | — | | | | | | 4 | | |
Net cash used in investing activities
|
| | | | (27,002) | | | | | | (25,292) | | | | | | (24,409) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from option exercises
|
| | | | 992 | | | | | | 754 | | | | | | 550 | | |
Repurchases of common stock for retirement
|
| | | | (2,540) | | | | | | (6,176) | | | | | | (1,404) | | |
Repayment of long-term debt
|
| | | | — | | | | | | (1,926) | | | | | | (1,279) | | |
Purchase of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | (2,000) | | |
Payments for capitalized offering costs
|
| | | | (2,087) | | | | | | — | | | | | | — | | |
Net cash used in financing activities
|
| | | | (3,635) | | | | | | (7,348) | | | | | | (4,133) | | |
Foreign currency translation
|
| | | | 142 | | | | | | (26) | | | | | | (343) | | |
Net increase in cash and cash equivalents
|
| | | | 17,905 | | | | | | 3,422 | | | | | | 7,843 | | |
Cash and cash equivalents at beginning of period
|
| | | | 31,022 | | | | | | 27,600 | | | | | | 19,757 | | |
Cash and cash equivalents at end of period
|
| | | $ | 48,927 | | | | | $ | 31,022 | | | | | $ | 27,600 | | |
Supplemental Cash Flow Data: | | | | | | | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 53 | | | | | $ | 233 | | | | | $ | 259 | | |
Income taxes paid, net of refunds
|
| | | | 7,015 | | | | | | 2,046 | | | | | | 2,145 | | |
Non-cash Investing and Financing Activities: | | | | | | | | | | | | | | | | | | | |
Capitalization of stock-based compensation
|
| | | $ | 605 | | | | | $ | 912 | | | | | $ | 1,405 | | |
Noncash additions to intangible assets related to license
agreements |
| | | | — | | | | | | — | | | | | | 1,000 | | |
Purchases of property and equipment included in accrued
liabilities |
| | | | — | | | | | | 196 | | | | | | — | | |
| | |
Estimated Useful Life
|
|
Computer equipment
|
| |
3 years
|
|
Purchased software
|
| |
3 years
|
|
Furniture and fixtures
|
| |
7 years
|
|
Leasehold improvements
|
| |
Lesser of 10 years or
remaining lease term |
|
| | |
Estimated Useful Life
|
|
Licenses
|
| |
3 – 5 years
|
|
Trade names
|
| |
5 years
|
|
| | |
December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2019
|
| |
Financial Statement Line Item
|
| ||||||
Marketing Agreement
|
| | | $ | 1,000 | | | | | $ | 1,000 | | | | Intangibles, net | |
Marketing Agreement
|
| | | $ | 20,000 | | | | | $ | — | | | | Accrued liabilities | |
| | |
Year Ended December 31,
|
| | | | |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |
Financial Statement Line Item
|
| |||||||||
Marketing Agreement
|
| | | $ | 20,000 | | | | | $ | — | | | | | $ | — | | | | Restructuring expense | |
Marketing Agreement
|
| | | $ | 319 | | | | | $ | — | | | | | $ | — | | | | Cost of revenue | |
King Agreement
|
| | | $ | | | | | $ | 7,312 | | | | | $ | 1,294 | | | | Net revenues | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Computer equipment
|
| | | $ | 8,328 | | | | | $ | 7,176 | | |
Leasehold improvements
|
| | | | 6,365 | | | | | | 5,953 | | |
Furniture and fixtures
|
| | | | 2,266 | | | | | | 2,081 | | |
Construction in progress
|
| | | | 90 | | | | | | 14 | | |
Total property and equipment
|
| | | | 17,049 | | | | | | 15,224 | | |
Less: accumulated depreciation
|
| | | | (10,848) | | | | | | (7,889) | | |
Total property and equipment, net
|
| | | $ | 6,201 | | | | | $ | 7,335 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
United States
|
| | |
$
|
2,098
|
| | | |
$
|
2,748
|
| |
EMEA(1) | | | | | 3,436 | | | | | | 3,607 | | |
All other countries
|
| | | | 667 | | | | | | 980 | | |
Total property and equipment, net
|
| | |
$
|
6,201
|
| | | |
$
|
7,335
|
| |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Internal-use software
|
| | | $ | 103,041 | | | | | $ | 75,781 | | |
Less: accumulated amortization
|
| | | | (64,285) | | | | | | (44,787) | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Total internal-use software, net
|
| | | $ | 38,756 | | | | | $ | 30,994 | | |
|
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||||||||||||||
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| ||||||||||||||||||
Amortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Licenses
|
| | | $ | 1,000 | | | | | $ | (500) | | | | | $ | 500 | | | | | $ | 3,500 | | | | | $ | (2,550) | | | | | $ | 950 | | |
Trade names
|
| | | | 1,240 | | | | | | (1,116) | | | | | | 124 | | | | | | 1,240 | | | | | | (868) | | | | | | 372 | | |
| | | | | 2,240 | | | | | | (1,616) | | | | | | 624 | | | | | | 4,740 | | | | | | (3,418) | | | | | | 1,322 | | |
Nonamortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketing Agreement with a related party
|
| | | | 1,000 | | | | | | — | | | | | | 1,000 | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Total intangible assets
|
| | | $ | 3,240 | | | | | $ | (1,616) | | | | | $ | 1,624 | | | | | $ | 5,740 | | | | | $ | (3,418) | | | | | $ | 2,322 | | |
Year Ending December 31,
|
| |
Projected
Amortization Expense |
| |||
2021
|
| | | $ | 324 | | |
2022
|
| | | | 200 | | |
2023
|
| | | | 100 | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
Total
|
| | | $ | 624 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
MGM Profit Share Buyout
|
| | | $ | 20,000 | | | | | $ | — | | |
Accrued payroll and vacation
|
| | | | 4,860 | | | | | | 2,915 | | |
Accrued royalties
|
| | | | 100 | | | | | | 1,389 | | |
Other accruals
|
| | | | 2,657 | | | | | | 1,013 | | |
Accrued advertising
|
| | | | 534 | | | | | | 297 | | |
Income taxes payable
|
| | | | 655 | | | | | | 707 | | |
Accrued property and equipment
|
| | | | 283 | | | | | | 196 | | |
Total accrued liabilities
|
| | | $ | 29,089 | | | | | $ | 6,517 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Virtual currency (over time)(1)
|
| | | $ | 268,137 | | | | | $ | 231,726 | | | | | $ | 193,849 | | |
Advertising (point in time)
|
| | | | 1,745 | | | | | | 383 | | | | | | 356 | | |
Other (over time)(2)
|
| | | | — | | | | | | 7,312 | | | | | | 1,294 | | |
Total net revenue
|
| | | $ | 269,882 | | | | | $ | 239,421 | | | | | $ | 195,499 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
United States
|
| | | $ | 228,568 | | | | | $ | 200,418 | | | | | $ | 162,135 | | |
All other countries
|
| | | | 41,314 | | | | | | 39,003 | | | | | | 33,364 | | |
Total net revenue
|
| | | $ | 269,882 | | | | | $ | 239,421 | | | | | $ | 195,499 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Contract receivables, included in Receivables
|
| | | $ | 16,616 | | | | | $ | 14,249 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
United States
|
| | | $ | 8,738 | | | | | $ | 11,164 | | | | | $ | 4,696 | | |
Foreign
|
| | | | 2,398 | | | | | | 6,425 | | | | | | 1,090 | | |
Total
|
| | | $ | 11,136 | | | | | $ | 17,589 | | | | | $ | 5,786 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Current tax expense: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | 945 | | | | | $ | 241 | | | | | $ | 708 | | |
State
|
| | | | 297 | | | | | | 720 | | | | | | 90 | | |
Foreign
|
| | | | 791 | | | | | | 665 | | | | | | 259 | | |
| | | | | 2,033 | | | | | | 1,626 | | | | | | 1,057 | | |
Deferred tax expense (benefit): | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | (3,045) | | | | | | 1,997 | | | | | | 1,527 | | |
State
|
| | | | (748) | | | | | | 55 | | | | | | (322) | | |
Foreign
|
| | | | 89 | | | | | | 297 | | | | | | 702 | | |
| | | | | (3,704) | | | | | | 2,349 | | | | | | 1,907 | | |
Income tax expense (benefit)
|
| | | $ | (1,671) | | | | | $ | 3,975 | | | | | $ | 2,964 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Statutory rate
|
| | | | 21.0% | | | | | | 21.0% | | | | | | 21.0% | | |
Foreign provision
|
| | | | (0.3) | | | | | | (6.5) | | | | | | 10.2 | | |
State/province income tax
|
| | | | 0.1 | | | | | | 5.6 | | | | | | 5.6 | | |
Stock compensation
|
| | | | (19.2) | | | | | | 7.5 | | | | | | 40.1 | | |
Other effects of check-the-box election
|
| | | | (6.2) | | | | | | 0.2 | | | | | | — | | |
Research credit
|
| | | | (11.5) | | | | | | (5.9) | | | | | | (24.1) | | |
Adjustment to carrying value
|
| | | | (4.0) | | | | | | (0.3) | | | | | | (0.9) | | |
Foreign tax credit
|
| | | | (9.1) | | | | | | (0.7) | | | | | | — | | |
Valuation allowance
|
| | | | 9.0 | | | | | | — | | | | | | — | | |
Foreign-derived intangible income deduction (FDII)
|
| | | | (2.7) | | | | | | (1.1) | | | | | | (3.4) | | |
Non-deductible expenses-other
|
| | | | 2.4 | | | | | | 2.0 | | | | | | 3.6 | | |
Foreign branch income
|
| | | | 4.5 | | | | | | 1.0 | | | | | | — | | |
Other
|
| | | | 1.0 | | | | | | (0.2) | | | | | | (0.9) | | |
Effective tax rate
|
| | | | (15.0)% | | | | | | 22.6% | | | | | | 51.2% | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Tax credits
|
| | | $ | 6,882 | | | | | $ | 3,856 | | |
Accrued liabilities
|
| | | | 5,576 | | | | | | 486 | | |
Stock compensation
|
| | | | 1,457 | | | | | | 365 | | |
Intangibles
|
| | | | — | | | | | | 40 | | |
Deferred rent
|
| | | | 74 | | | | | | 78 | | |
Other
|
| | | | 276 | | | | | | 234 | | |
Total gross deferred tax assets
|
| | | | 14,265 | | | | | | 5,059 | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Less: Valuation allowance
|
| | | | (1,002) | | | | | | — | | |
Total deferred tax asset
|
| | | | 13,263 | | | | | | 5,059 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangibles
|
| | | | 185 | | | | | | — | | |
Property and equipment
|
| | | | 12,457 | | | | | | 8,123 | | |
Prepaid taxes
|
| | | | 482 | | | | | | 365 | | |
Total deferred tax liabilities
|
| | | | 13,124 | | | | | | 8,488 | | |
Deferred tax asset (liability), net
|
| | | $ | 139 | | | | | $ | (3,429) | | |
|
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Balance at beginning of period
|
| | | $ | — | | | | | $ | — | | |
Charged to provision for income taxes
|
| | | | 1,002 | | | | | | — | | |
Other
|
| | | | — | | | | | | — | | |
Balance at end of period
|
| | | $ | 1,002 | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Accrued royalties(1)
|
| | | $ | 100 | | | | | $ | 1,100 | | |
Minimum guarantee liability
|
| | | | 300 | | | | | | 500 | | |
Total minimum guarantee obligations
|
| | | $ | 400 | | | | | $ | 1,600 | | |
Weighted-average remaining term (in years)
|
| | | | 2.50 | | | | | | 3.53 | | |
Year Ending December 31,
|
| |
Minimum
Guarantee Obligations |
| |||
2021
|
| | | $ | 200 | | |
2022
|
| | | | 200 | | |
2023
|
| | | | — | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
Total
|
| | | $ | 400 | | |
Year Ending December 31,
|
| |
Minimum
Rental Commitments |
| |||
2021
|
| | | $ | 4,667 | | |
2022
|
| | | | 3,221 | | |
2023
|
| | | | 1,160 | | |
2024
|
| | | | 430 | | |
2025
|
| | | | — | | |
Total
|
| | | $ | 9,478 | | |
Series
|
| |
Shares
Outstanding (In Thousands) |
| |
Liquidation
Price Per Share |
| |
Conversion
Price Per Share |
| |
Annual
Noncumulative Dividend Rights Per Share |
| ||||||||||||
A
|
| | | | 80,800 | | | | | $ | 0.06 | | | | | $ | 0.06 | | | | | $ | 0.01 | | |
B
|
| | | | 41,348 | | | | | | 0.21 | | | | | | 0.21 | | | | | | 0.02 | | |
C-1
|
| | | | 13,556 | | | | | | 0.27 | | | | | | 0.27 | | | | | | 0.02 | | |
C
|
| | | | 26,892 | | | | | | 0.61 | | | | | | 0.61 | | | | | | 0.05 | | |
Total
|
| | | | 162,596 | | | | | | | | | | | | | | | | | | | | |
Warrant Series
|
| |
Warrants
Outstanding (In Thousands) |
| |
Exercise
Price |
| ||||||
A
|
| | | | 560 | | | | | $ | 0.06 | | |
B
|
| | | | 2,563 | | | | | | 0.21 | | |
C-1
|
| | | | 2,302 | | | | | | 0.27 | | |
C
|
| | | | 617 | | | | | | 0.61 | | |
Total
|
| | | | 6,042 | | | | | | | | |
| | |
Currency
Translation Adjustment |
| |
Total Accumulated
Other Comprehensive Income (Loss) |
| ||||||
Balance as of December 31, 2018
|
| | | $ | (81) | | | | | $ | (81) | | |
Foreign currency translation gain
|
| | | | 179 | | | | | | 179 | | |
Balance as of December 31, 2019
|
| | | $ | 98 | | | | | $ | 98 | | |
Foreign currency translation gain
|
| | | | 383 | | | | | | 383 | | |
Balance as of December 31, 2020
|
| | | $ | 481 | | | | | $ | 481 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Selling and marketing
|
| | | $ | 94 | | | | | $ | 85 | | | | | $ | 442 | | |
General and administrative
|
| | | | 1,044 | | | | | | 964 | | | | | | 7,328 | | |
Research and development
|
| | | | 2,381 | | | | | | 4,835 | | | | | | 3,132 | | |
Stock-based compensation expense
|
| | | $ | 3,519 | | | | | $ | 5,884 | | | | | $ | 10,902 | | |
Capitalized stock-based compensation
|
| | | $ | 605 | | | | | $ | 912 | | | | | $ | 1,405 | | |
| | |
No. of
Options |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Term (in Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding – December 31, 2019
|
| | | | 91,300 | | | | | $ | 0.16 | | | | | | | | | | | | | | |
Granted
|
| | | | 7,080 | | | | | | 0.40 | | | | | | | | | | | | | | |
Exercised
|
| | | | (16,314) | | | | | | 0.06 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (3,255) | | | | | | 0.33 | | | | | | | | | | | | | | |
Expired
|
| | | | (1,171) | | | | | | 0.19 | | | | | | | | | | | | | | |
Outstanding – December 31, 2020
|
| | | | 77,640 | | | | | | 0.20 | | | | | | 7.1 | | | | | $ | 88,615 | | |
Unvested – December 31, 2020
|
| | | | 39,942 | | | | | | 0.17 | | | | | | 8.3 | | | | | | 46,669 | | |
Exercisable – December 31, 2020
|
| | | | 37,698 | | | | | | 0.23 | | | | | | 5.8 | | | | | | 41,946 | | |
| | |
Year Ended December 31,
|
| ||||||
| | |
2020
|
| |
2019
|
| |
2018
|
|
Expected term (in years)
|
| |
5.96
|
| |
5.93
|
| |
5.99
|
|
Expected volatility
|
| |
59.56%
|
| |
70.00%
|
| |
63.12%
|
|
Risk-free interest rate range
|
| |
0.24% – 0.51%
|
| |
1.54% – 2.59%
|
| |
2.77% – 3.13%
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
| |
0%
|
|
Grant-date fair value
|
| |
$0.60
|
| |
$0.27
|
| |
$0.19
|
|
| | |
Year Ended December 31, 2020
|
| |||||||||||||||||||||
| | |
Shares
|
| |
Expensed
|
| |
Capitalized
|
| |
Total
|
| ||||||||||||
Stock repurchase through exercise of right of first refusal
|
| | | | 25 | | | | | $ | 25 | | | | | $ | — | | | | | $ | 25 | | |
Total
|
| | | | | | | | | $ | 25 | | | | | $ | | | | | $ | 25 | | |
| | |
Year Ended December 31, 2019
|
| |||||||||||||||||||||
| | |
Shares
|
| |
Expensed
|
| |
Capitalized
|
| |
Total
|
| ||||||||||||
Stock repurchase through exercise of right of first refusal
|
| | | | 9,570 | | | | | $ | 2,881 | | | | | $ | 119 | | | | | $ | 3,000 | | |
Total
|
| | | | | | | | | $ | 2,881 | | | | | $ | 119 | | | | | | 3,000 | | |
| | |
Year Ended December 31, 2018
|
| |||||||||||||||||||||
| | |
Shares
|
| |
Expensed
|
| |
Capitalized
|
| |
Total
|
| ||||||||||||
Secondary transaction between employees and MGM
|
| | | | 10,050 | | | | | $ | 6,485 | | | | | $ | 349 | | | | | $ | 6,834 | | |
Secondary transaction between employees and existing investors
|
| | | | 6,128 | | | | | | 2,040 | | | | | | 190 | | | | | | 2,230 | | |
Stock repurchase through exercise of right of first refusal
|
| | | | 2,130 | | | | | | 707 | | | | | | 148 | | | | | | 855 | | |
Total
|
| | | | | | | | | $ | 9,232 | | | | | $ | 687 | | | | | $ | 9,919 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net income attributable to common stockholders – basic | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | $ | 12,807 | | | | | $ | 13,614 | | | | | $ | 2,822 | | |
Deemed contribution related to redemption of preferred NCI(1)
|
| | | | — | | | | | | — | | | | | | 5,632 | | |
Income allocated to participating preferred stock
|
| | | | (6,822) | | | | | | (7,174) | | | | | | (5,087) | | |
Net income attributable to common stockholders – basic
|
| | | $ | 5,985 | | | | | $ | 6,440 | | | | | $ | 3,367 | | |
Net income attributable to common stockholders – diluted | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | $ | 12,807 | | | | | $ | 13,614 | | | | | $ | 2,822 | | |
Deemed contribution related to redemption of preferred NCI(1)
|
| | | | — | | | | | | — | | | | | | 5,632 | | |
Income allocated to participating preferred stock
|
| | | | (6,387) | | | | | | (6,945) | | | | | | (4,977) | | |
Net income attributable to common stockholders –
diluted |
| | | $ | 6,420 | | | | | $ | 6,669 | | | | | $ | 3,477 | | |
Weighted average shares of common stock outstanding | | | | | | | | | | | | | | | | | | | |
Basic weighted average shares of common stock
outstanding |
| | | | 236,118,856 | | | | | | 234,070,277 | | | | | | 229,409,649 | | |
Dilutive effect of weighted average Series A warrants
|
| | | | 509,959 | | | | | | 466,040 | | | | | | 452,308 | | |
Dilutive effect of weighted average Series B warrants
|
| | | | 930,400 | | | | | | 579,050 | | | | | | 469,189 | | |
Dilutive effect of weighted average Series C-1 warrants
|
| | | | 1,413,452 | | | | | | 633,290 | | | | | | 389,348 | | |
Dilutive effect of weighted average Series C warrants
|
| | | | 142,960 | | | | | | — | | | | | | — | | |
Dilutive effect of weighted average stock options
|
| | | | 43,951,931 | | | | | | 19,704,926 | | | | | | 17,459,421 | | |
Dilutive weighted average shares of common stock outstanding
|
| | | | 283,067,558 | | | | | | 255,453,583 | | | | | | 248,179,915 | | |
Net income attributable to common stockholders per share | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.03 | | | | | $ | 0.03 | | | | | $ | 0.01 | | |
Diluted
|
| | | $ | 0.02 | | | | | $ | 0.03 | | | | | $ | 0.01 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Series C warrants
|
| | | | — | | | | | | 617,192 | | | | | | 617,192 | | |
Series B warrants(2)
|
| | | | 1,231,872 | | | | | | 1,231,872 | | | | | | 1,231,872 | | |
Stock options
|
| | | | 340,000 | | | | | | 27,796,684 | | | | | | 36,020,008 | | |
| | |
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Term
|
| |
Section
|
|
$12.50 Earnout Shares | | | Annex I | |
$12.50 Share Price Milestone | | | Annex I | |
$12.50 Share Price Milestone Date | | | Annex I | |
$15.00 Earnout Shares | | | Annex I | |
$15.00 Share Price Milestone | | | Annex I | |
$15.00 Share Price Milestone Date | | | Annex I | |
A&R Registration Rights Agreement | | | Preamble | |
Acies | | | Preamble | |
Acies Affiliate Agreement | | | 5.23 | |
Acies Anti-Dilution Provisions | | | 2.01 | |
Acies Benefit Plans | | | 5.16 | |
Acies Board Recommendation | | | 5.03(b) | |
Acies Cure Period | | | 10.01(d)(i) | |
Acies SEC Documents | | | 5.07(a) | |
Acies Shareholder Approval | | | 5.03(a) | |
Aggregate Cash Election Amount | | | 3.05(a)(i) | |
Agreement | | | Preamble | |
Allocation Statement | | | 3.09(b) | |
Cash Electing Share | | | 3.05(a)(i) | |
Cash Election | | | 3.05(a)(i) | |
Cash Fraction | | | 3.05(a)(i) | |
Certificate of Merger | | | 3.01(b) | |
Chosen Courts | | | 11.10 | |
Closing | | | 3.01(a) | |
Closing Date | | | 3.01(a) | |
Code | | | Preamble | |
Company | | | Preamble | |
Company Affiliate Agreement | | | 4.12 | |
Company Audited Financial Statements | | | 4.07 | |
Company Benefit Plan | | | 4.17(a) | |
Company Cure Period | | | 10.01(c)(ii) | |
Company D&O Insurance | | | 8.06(b) | |
Company Designees | | | 3.04(a)(ii) | |
Company Financial Statements | | | 4.07(a) | |
Company Personal Information | | | 4.16(b) | |
Company Preferred Stock | | | 4.06(a) | |
Company Stock Certificates | | | 3.06(c) | |
Company Stockholder Approval | | | 4.03(a) | |
Company Stockholder Cash Consideration | | | 3.05(a) | |
Term
|
| |
Section
|
|
Company Stockholder Consideration | | | 3.05(a) | |
Company Stockholder Stock Consideration | | | 3.05(a) | |
Company Subsidiary Securities | | | 4.02(d) | |
Company Unaudited Financial Statements | | | 4.07(a) | |
Confidentiality Agreement | | | 11.08 | |
Converted Option | | | 3.07(a) | |
Data Partners | | | 4.16(b) | |
Dissenting Shares | | | 3.14 | |
Domestication Effective Time | | | 2.01 | |
Earnout Denominator | | | Annex I | |
Earnout Expiration Date | | | Annex I | |
Earnout Milestones | | | Annex I | |
Earnout Participant | | | Annex I | |
Earnout Pro Rata Portion | | | Annex I | |
Earnout Shares | | | Annex I | |
Earnout Strategic Transaction | | | Annex I | |
Effective Time | | | 3.01(b) | |
Election Time | | | 3.06(a) | |
End Date | | | 10.01(b) | |
ERISA | | | 4.17(a) | |
Exchange Agent | | | 3.10(a) | |
First Merger | | | Preamble | |
First Merger Sub | | | Preamble | |
Form of Election | | | 3.06(b) | |
Founder | | | Preamble | |
Funding Amount | | | 3.10(a) | |
Interim Period | | | 6.01 | |
Key Employee | | | 6.01(a)(xi) | |
JOBS Act | | | 7.04(d) | |
Lease | | | 4.13(c) | |
Letter of Transmittal | | | 3.10(b) | |
Material Contracts | | | 4.12(a) | |
Mergers | | | Preamble | |
Minimum Cash Condition | | | 9.03(e) | |
Multiemployer Plan | | | 4.17(e) | |
Offer | | | Preamble | |
Outstanding Acies Expenses | | | 3.09(a)(iii) | |
Outstanding Company Expenses | | | 3.09(a) | |
PIPE Financing | | | Preamble | |
PIPE Financing Amount | | | Preamble | |
Primary Capital Wire Amount | | | 3.09(b)(ii) | |
Privacy Commitments | | | 4.16(b) | |
Proposals | | | 8.02(a) | |
Term
|
| |
Section
|
|
Proxy Statement | | | 8.02(a) | |
PubCo | | | Preamble | |
PubCo Bylaws | | | Preamble | |
PubCo Charter | | | Preamble | |
PubCo Class A Common Warrant | | | 2.02(c) | |
PubCo Employee Stock Purchase Plan | | | Preamble | |
PubCo Equity Incentive Plan | | | Preamble | |
PubCo Fully Diluted Shares | | | 8.08(a) | |
Registration Rights Agreement | | | Preamble | |
Registration Statement | | | 8.02(a) | |
Second Certificate of Merger | | | 3.01(c) | |
Second Effective Time | | | 3.01(c) | |
Second Merger | | | Preamble | |
Second Merger Sub | | | Preamble | |
Security Incident | | | 4.16(e) | |
Series A Preferred | | | 4.06(a) | |
Series B Preferred | | | 4.06(a) | |
Series C Preferred | | | 4.06(a) | |
Series C-1 Preferred | | | 4.06(a) | |
Shareholder Action | | | 8.10 | |
Sponsor | | | Preamble | |
Sponsor Agreement | | | Preamble | |
Stock Electing Share | | | 3.05(a)(ii) | |
Stock Election | | | 3.05(a)(ii) | |
Subscription Agreement | | | Preamble | |
Surviving Corporation | | | Preamble | |
Surviving Entity | | | Preamble | |
Surviving Provisions | | | 10.02 | |
Terminating Acies Breach | | | 10.01(d) | |
Terminating Company Breach | | | 10.01(c)(ii) | |
Trust Account | | | 5.18(a) | |
Trust Agreement | | | 5.18(a) | |
Trustee | | | 5.18(a) | |
WARN Act | | | 4.18(b) | |
| | | | | | | ACIES ACQUISITION LLC | |
| | | | | ||||
| | | | By: | | |
/s/ Daniel Fetters
Name: Daniel Fetters
Title: Managing Member |
|
| | | | By: | | |
/s/ Edward King
Name: Edward King
Title: Managing Member |
|
| | | | | ||||
| | | | | | | ACIES ACQUISITION CORP. | |
| | | | | ||||
| | | | By: | | |
/s/ Daniel Fetters
Name: Daniel Fetters
Title: Co-Chief Executive Officer |
|
| | | | By: | | |
/s/ Edward King
Name: Edward King
Title: Co-Chief Executive Officer |
|
| | | | | | | PLAYSTUDIOS, INC. | |
| | | | | ||||
| | | | By: | | |
/s/ Andrew S. Pascal
Name: Andrew S. Pascal
Title: Chairman and CEO |
|
| | | | ACIES | | ||||||
| | | | ACIES ACQUISITION CORP. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Edward King | |
| | | | | | | Title: | | |
Co-Chief Executive Officer
|
|
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Daniel Fetters | |
| | | | | | | Title: | | |
Co-Chief Executive Officer
|
|
| | | | COMPANY | | ||||||
| | | | PLAYSTUDIOS, INC. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | Andrew S. Pascal | |
| | | | | | | Title: | | | Chairman and CEO | |
| | | | STOCKHOLDER: | |
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| | | | Number of shares of: | |
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| | | | Number of: | |
| | | |
Options to acquire Common Stock:
|
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Number of Subscribed Shares subscribed for:
|
| | | | | | |
Price Per Subscribed Share:
|
| | | $ | 10.00 | | |
Aggregate Purchase Price:
|
| | | $ | | | |
By: |
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By: |
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Address: |
|
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these amended and restated articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Business Combination” | | | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Capital Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in | |
| | | | which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Class B Share” | | | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
| “Company’s Website” | | | means the website of the Company and/or its web-address or domain name (if any). | |
| “Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Designated Stock Exchange” | | | means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Law. | |
| “Electronic Transactions Law” | | | means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | | means all Members immediately prior to the consummation of the IPO. | |
| “Independent Director” | | | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | | means the amended and restated memorandum of association of the Company. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard | |
| | | | shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | | means the registered office for the time being of the Company. | |
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means Acies Acquisition, LLC, a Cayman Islands limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Law (2020 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
|
Exhibit
Number |
| |
Description
|
|
| 10.2 | | | Form of PLAYSTUDIOS Holders Support Agreement, dated February 2, 2021, by and among the Registrant, PLAYSTUDIOS, Inc. and certain stockholders of PLAYSTUDIOS, Inc. (included as Annex C to the proxy statement/prospectus). | |
| 10.3 | | | | |
| 10.4 | | | Form of Amended and Restated Registration Rights Agreement, by and among the Registrant, Acies Acquisition LLC, and certain stockholders of PLAYSTUDIOS, Inc. (included as Annex E to the proxy statement/prospectus). | |
| 10.5 | | | | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 10.9 | | | | |
| 10.10 | | | | |
| 10.11 | | | | |
| 10.12 | | | | |
| 10.13* | | | | |
| 10.14 | | | | |
| 10.15 | | | | |
| 10.16* | | | | |
| 10.17* | | | | |
| 10.18†* | | | | |
| 21.1 | | | | |
| 23.1* | | | | |
| 23.2* | | | | |
| 23.3 | | | Consent of Latham & Watkins LLP (included as part of Exhibits 5.1 and 8.1). | |
| 24.1 | | | | |
| 99.1* | | | | |
| 99.2* | | | | |
| 99.3 | | | | |
| 99.4* | | | | |
| 99.5* | | | | |
| 99.6* | | | | |
| 99.7* | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Edward King
Edward King
|
| | Co-Chief Executive Officer (Principal Executive Officer) | | |
March 26, 2021
|
|
|
/s/ Daniel Fetters
Daniel Fetters
|
| | Co-Chief Executive Officer (Principal Financial and Accounting Officer) | | |
March 26, 2021
|
|
|
*
James Murren
|
| |
Director
|
| |
March 26, 2021
|
|
|
*
Zach Leonsis
|
| |
Director
|
| |
March 26, 2021
|
|
|
*
Brisa Trinchero
|
| |
Director
|
| |
March 26, 2021
|
|
|
*
Andrew Zobler
|
| |
Director
|
| |
March 26, 2021
|
|
|
*
Sam Kennedy
|
| | Director | | |
March 26, 2021
|
|
Exhibit 2.2
PLAN OF DOMESTICATION
This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on ______, 2021 and sets forth the terms and conditions pursuant to which Acies Acquisition Corp., a Cayman Islands exempted company limited by its shares (“Acies”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as PLAYSTUDIOS, Inc., pursuant to Sections 265 and 388 of the Delaware General Corporation Law (the “DGCL”).
RECITALS
WHEREAS, Acies is a Cayman Islands exempted company limited by its shares duly formed and validly existing under the laws of the Cayman Islands;
WHEREAS, the Board of Directors of Acies (the “Board”) has determined that it is advisable and in the best interests of Acies that Acies be converted into and thereafter become, and continue to exist as, a corporation in accordance with Sections 265 and 388 of the DGCL; and
WHEREAS, pursuant to Section 265(h) of the DGCL, the Board has duly approved, authorized, adopted, ratified and confirmed the Domestication pursuant to Sections 265 and 388 of the DGCL.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Acies agrees as follows:
1. Domestication. Upon the Certificate of Domestication and the Certificate of Incorporation becoming effective under Section 103 of the DGCL (the “Effective Time”), Acies will be converted into a Delaware corporation, pursuant to Sections 265 and 388 of the DGCL, under the name “PLAYSTUDIOS, Inc.” (the “Corporation”) and will, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as Acies. Acies will not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Domestication will not be deemed to constitute a dissolution of Acies and will constitute a continuation of the existence of Acies in the form of a Delaware corporation.
2. Effective Time. Acies shall file the Certificate of Domestication, in the form attached hereto as Exhibit A, and the Certificate of Incorporation, in the form attached hereto as Exhibit B (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware pursuant to Sections 103 and 265 of the DGCL.
3. Conversion of Securities. As a result of and at the Effective Time, pursuant to the Domestication:
(a) each of the then issued and outstanding Class A ordinary shares of Acies will convert automatically, on a one-for-one basis, into a share of Class A common stock of the Corporation having the rights, powers and privileges, and the obligations, set forth in the Certificate of Incorporation;
(b) each of the then issued and outstanding Class B ordinary shares of Acies will convert automatically, on a one-for-one basis, into a share of Class A common stock of the Corporation having the rights, powers and privileges, and the obligations, set forth in the Certificate of Incorporation;
(c) each of the then issued and outstanding warrants of Acies will convert automatically into a warrant to acquire one share of the Corporation’s Class A common stock, pursuant to the Warrant Agreement, dated October 22, 2020, between Acies and Continental Stock Transfer & Trust Company, as warrant agent; and
(d) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Class A ordinary shares and underlying warrants of Acies upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of Class A common stock of the Corporation and one-third of a warrant to acquire one share of Class A common stock of the Corporation;
4. Tax Matters. For United States federal income tax purposes, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and this Plan of Domestication is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.3683(a).
5. Governing Documents. (i) At the Effective Time Acies shall cease to be an exempted company under and subject to the Companies Act (As Revised) of the Cayman Islands and shall no longer be governed by its Memorandum and Articles of Association and (ii) from and after the Effective Time, the Certificate of Incorporation, in the form attached hereto as Exhibit B, and the By-Laws of the Corporation, in the form attached hereto as Exhibit C (the “By-Laws”), will govern the affairs of the Corporation and the conduct of its business, until thereafter amended in accordance with the DGCL and their respective terms.
6. Board of Directors. Each member of the Board as of immediately prior to the Effective Time shall be a director of the Corporation from and after the Effective Time, each of whom shall serve as directors of the Corporation until such time as their respective successors have been duly elected and qualified, or until such director’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL, the Certificate of Incorporation and the By-Laws.
7. Officers. Each officer of Acies as of immediately prior to the Effective Time shall be an officer of the Corporation from and after the Effective Time, and shall retain the same title with the Corporation from and after the Effective Time as he or she had with Acies immediately prior to the Effective Time, each of whom shall serve until such time as their respective successors have been designated by the board of directors, or until such officer’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL, the Certificate of Incorporation and the By-Laws.
8. Effects of Domestication. Immediately upon the Effective Time, the Domestication shall have the effects set forth in Section 265(f) of the DGCL, including, without limitation, all of the rights, privileges and powers of Acies, and all property, real, personal and mixed, and all debts due to Acies, as well as all other things and causes of action belonging to Acies, will remain vested in the Corporation and will be the property of the Corporation and the title to any real property vested by deed or otherwise in Acies will not revert or be in any way impaired by reason of the DGCL. Following the Domestication, all rights of creditors and all liens upon any property of Acies will be preserved unimpaired, and all debts, liabilities and duties of Acies will remain attached to the Corporation, and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation. The rights, privileges, powers and interests in property of Acies, as well as the debts, liabilities and duties of Acies, will not be deemed, as a consequence of the Domestication, to have been transferred to the Corporation for any purpose of the laws of the State of Delaware.
9. Further Assurances. If at any time the Corporation, or its successors or assigns, shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to carry out the purposes of this Plan of Domestication, Acies and its directors and authorized officers shall be deemed to have granted to the Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Corporation and otherwise to carry out the purposes of this Plan of Domestication, and the directors and authorized officers of the Corporation are fully authorized in the name of Acies or otherwise to take any and all such action.
10. Amendment or Termination. This Plan of Domestication may be amended or terminated at any time before the Effective Time by action of the Board.
11. Miscellaneous. The provisions of this Plan of Domestication shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Plan of Domestication shall be governed by and construed in accordance with the laws of the State of Delaware, including the DGCL, without giving effect to any choice of law or conflict of law provisions or rule (except to the extent that the laws of the Cayman Islands govern the Domestication) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Plan of Domestication may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
***
IN WITNESS WHEREOF, this Plan of Domestication has been duly executed and delivered by a duly authorized officer of Acies as of the date first written above.
ACIES ACQUISITION CORP., a Cayman Islands company | ||
By: | ||
Name: | ||
Title: |
Exhibit A
Certificate of Domestication
[intentionally omitted]
Exhibit B
Certificate of Incorporation
[intentionally omitted]
Exhibit C
By-Laws
[intentionally omitted]
Exhibit 4.5
NUMBER | NUMBER C SHARES |
SEE REVERSE FOR CERTAIN DEFINITIONS | |
CUSIP | |
PLAYSTUDIOS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF
PLAYSTUDIOS, INC.
(THE “COMPANY”)
transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
Secretary |
[Corporate Seal] Delaware |
Chief Executive Officer | ||
PLAYSTUDIOS, INC.
The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares of common stock represented hereby are issued and shall be held subject to all the provisions of the Company’s certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN | -- | as tenants in common | ||
COM | ||||
TEN | -- | as tenants by the entireties | ||
ENT | ||||
JT TEN | -- | as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN | Custodian | |||||
ACT -- | (Cust) | (Minor) |
Under Uniform Gifts to Minors Act | |
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) |
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) |
Shares of the capital stock represented by the within Certificate, and does hereby irrevocably constitute and appoint |
Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises. |
Dated: |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature(s) Guaranteed: By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
Exhibit 4.6
CERTIFICATE OF DOMESTICATION
OF
ACIES ACQUISITION CORP.
___________________________
Pursuant to Sections 103 and 388 of the General
Corporation Law of the State of Delaware
___________________________
Acies Acquisition Corp., a Cayman Islands exempted company limited by its shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domestication to be renamed “PLAYSTUDIOS, Inc.” and referred to herein after such time as the “Corporation”), does hereby certify to the following facts relating to the domestication of the Corporation in the State of Delaware:
1. The Corporation was originally incorporated on the 14th day of August, 2020 under the laws of the Cayman Islands.
2. The name of the Corporation immediately prior to the filing of this Certificate of Domestication is Acies Acquisition Corp.
3. The name of the Corporation as set forth in the Certificate of Incorporation is PLAYSTUDIOS, Inc.
4. The jurisdiction that constituted the seat, siege social or principal place of business or central administration of the Corporation immediately prior to the filing of this Certificate of Domestication is the Cayman Islands.
5. The domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of Acies Acquisition Corp. and the conduct of its business or by applicable non-Delaware law, as appropriate.
6. Pursuant to Section 103(d) of the Delaware General Corporation Law, this Certificate of Domestication shall be effective at _____ [a.m./p.m.] on ________, 2021.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Domestication to be executed in its name this ___ day of ___________, 2021.
ACIES ACQUISITION CORP., a Cayman Islands company | ||
By: | ||
Name: | ||
Title: |
Exhibit 5.1
355 South Grand Avenue, Suite 100 | ||
Los Angeles, California 90071-1560 | ||
Tel: +1.213.485.1234 Fax: +1.213.891.8763 | ||
www.lw.com | ||
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FIRM / AFFILIATE OFFICES | |
Beijing | Moscow | |
Boston | Munich | |
Brussels | New York | |
Century City | Orange County | |
Chicago | Paris | |
March 26, 2021 | Dubai | Riyadh |
Düsseldorf | San Diego | |
Frankfurt | San Francisco | |
Hamburg | Seoul | |
Hong Kong | Shanghai | |
Houston | Silicon Valley | |
London | Singapore | |
Acies Acquisition Corp. | Los Angeles | Tokyo |
1219 Morningside Drive, Suite 110 | Madrid | Washington, D.C. |
Manhattan Beach, CA 90266 | Milan |
Re: Acies Acquisition Corp. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special United States counsel to Acies Acquisiton Corp., a Cayman Islands exempted company (the “Company”), in connection with a registration statement on Form S–4 under the Securities Act of 1933, as amended (the “Act”), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 16, 2021 (Registration No. 333–253135) (as amended, the “Registration Statement”), relating to, among other things (i) the merger of Catalyst Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company with and into PLAYSTUDIOS, Inc., a Delaware corporation (“PLAYSTUDIOS”), with PLAYSTUDIOS surviving as a wholly owned subsidiary of the Company, and immediately thereafter, and as part of an integrated transaction, the merger of PLAYSTUDIOS with and into Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, with Catalyst Merger Sub II, LLC being the surviving entity (the “Mergers”), pursuant to the terms of the Agreement and Plan of Merger, dated as of February 1, 2021, by and among the Company, Catalyst Merger Sub I, Inc., Catalyst Merger Sub II, LLC, and PLAYSTUDIOS (the “Merger Agreement”), and (ii) as a condition to the effectiveness of the Mergers, the proposal of the Company to change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and domesticating as a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law (the “Domestication”), subject to the approval thereof by the shareholders of the Company.
Prior to and as a condition of the Mergers, in connection with the Domestication, the Company will change its jurisdiction of incorporation by effecting a deregistration under the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and, in connection therewith, the Company will file the Certificate of Domestication (as defined below) simultaneously with the Certificate of Incorporation (as defined below), in each case, in respect of the Company with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).
March 26, 2021 Page 2 |
Following effectiveness of the Domestication, the Company will change its name to PLAYSTUDIOS, Inc. (“New PLAYSTUDIOS”). Upon the Certificate of Domestication and the Certificate of Incorporation becoming effective under Section 103 of the DGCL (the “Effective Time”), among other things, pursuant to the Plan of Domestication (as defined below): (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), of the Company will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of New PLAYSTUDIOS (“New PLAYSTUDIOS Class A common stock”); (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”), after giving effect to the forfeiture of certain Class B ordinary shares held by Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”) pursuant to the Sponsor Support Agreement, dated as of February 1, 2021 by and among the Sponsor, the Company and PLAYSTUDIOS (the “Sponsor Support Agreement”), will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock; (3) each then issued and outstanding redeemable warrant of the Company (the “warrants”), after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement, will convert automatically, on a one-for- one basis, into a warrant to acquire one share of New PLAYSTUDIOS Class A common stock (the “New PLAYSTUDIOS warrants”); and (4) each of the then issued and outstanding units of the Company that have not been previously separated into the underlying Class A ordinary shares and one-third of a warrant upon the request of the holder thereof (the “Company units”) will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant.
As a result of and upon the closing of the Mergers (the “Closing”), among other things, all outstanding shares of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock as of immediately prior to the effective time of the Mergers, and, together with shares of PLAYSTUDIOS common stock reserved in respect of options to purchase of PLAYSTUDIOS common stock outstanding as of immediately prior to the Closing that will be converted into stock options to purchase New PLAYSTUDIOS common stock, will be cancelled in exchange for the right to receive, or the reservation of, shares of New PLAYSTUDIOS Class A common stock or shares of New PLAYSTUDIOS Class B common stock, par value $0.0001 per share (“New PLAYSTUDIOS Class B common stock”) (collectively, the “New PLAYSTUDIOS Merger Shares”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any other matter pertaining to the contents of the Registration Statement or the related proxy statement/ prospectus, other than as expressly stated herein.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and the internal laws of the State of New York, and we express no opinion with respect to any other laws.
March 26, 2021 Page 3 |
In rendering the opinions stated herein, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the stated procedure). We have examined, among other things, the following:
(a) | The Registration Statement; |
(b) | A copy of the Merger Agreement, filed as Exhibit 2.1 to the Registration Statement; |
(c) | The form of Certificate of Incorporation of New PLAYSTUDIOS to become effective as of the Effective Time, filed as Exhibit 3.2 to the Registration Statement (the “Certificate of Incorporation”); |
(d) | The form of Bylaws of New PLAYSTUDIOS to become effective as of the Effective Time, filed as Exhibit 3.3 to the Registration Statement; |
(e) | The form of certificate of corporate domestication to become effective as of the Effective Time, filed as Exhibit 4.6 to the Registration Statement (the “Certificate of Domestication”); |
(f) | An executed copy of the Plan of Domestication, filed as Exhibit 2.2 to the Registration Statement (the “Plan of Domestication”); |
(g) | The specimen warrant certificate of the Company, filed as Exhibit 4.3 to the Registration Statement (the “Warrant Certificate”); |
(h) | An executed copy of the Warrant Agreement, dated October 22, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”); and |
(i) | Resolutions of the Board of Directors of the Company relating to, among other things, the Registration Statement, the Mergers and the Domestication. |
Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing and upon oral and written statements and representations of officers and other representatives of the Company and others and of public officials. We have not independently verified such factual matters.
March 26, 2021 Page 4 |
As used herein, “Transaction Documents” means the Merger Agreement, the Plan of Domestication, the Warrant Certificate and the Warrant Agreement.
Except as otherwise stated herein, our opinions herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to registered public offerings of common stock. The opinions stated in paragraphs 1 through 3 below presume that:
(a) | Prior to effecting the Domestication: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), will have become effective under the Act; (ii) the shareholders of the Company will have approved, among other things, the Merger Agreement and the Domestication, including the Certificate of Incorporation and Bylaws; and (iii) all other necessary action will have been taken under the applicable laws of the Cayman Islands to authorize, approve and permit the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands and other governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained; |
(b) | The Certificate of Domestication, in the form attached as Exhibit 4.6 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Delaware Secretary of State in accordance with Sections 103 and 388 of the DGCL, that no other certificate or document, other than the Certificate of Incorporation, has been, or prior to the filing of the Certificate of Domestication will be, filed by or in respect of the Company with the Delaware Secretary of State and that the Company will pay any fees and other charges required to be paid in connection with the filing of the Certificate of Domestication; |
(c) | The Certificate of Incorporation, in the form filed as Exhibit 3.2 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Delaware Secretary of State and have become effective in accordance with Sections 103 and 388 of the DGCL, that no other certificate or document, other than the Certificate of Domestication, has been, or prior to the filing of the Certificate of Incorporation will be, filed by or in respect of the Company with the Delaware Secretary of State and that the Company will pay any fees and other charges required to be paid in connection with the filing of the Certificate of Incorporation; |
March 26, 2021 Page 5 |
(d) | The Bylaws, in the form attached as Exhibit 3.3 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will become effective upon the Effective Time; and |
(e) | Prior to the issuance of the New PLAYSTUDIOS Merger Shares: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), will have become effective under the Act; (ii) the shareholders of the Company will have approved, among other things, the Merger Agreement and the Domestication, including the Certificate of Incorporation and Bylaws; and (iii) the Domestication and the other transactions contemplated by the Merger Agreement to be consummated concurrent with or prior to the Mergers will have been consummated. |
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. | Upon the Effective Time, the shares of New PLAYSTUDIOS Class A common stock, when issued in the manner and on the terms described in the Registration Statement and the Plan of Domestication for each outstanding Class A ordinary share, each Class B ordinary share and each outstanding Company unit, will have been duly authorized by all requisite corporate action on the part of New PLAYSTUDIOS under the DGCL and will be validly issued, fully paid and nonassessable. |
2. | Upon the Effective Time, the New PLAYSTUDIOS warrants, when issued in the manner and on the terms described in the Registration Statement and the Plan of Domestication for each outstanding Company unit and each outstanding Company warrant, will have been duly authorized by all requisite corporate action on the part of New PLAYSTUDIOS under the DGCL and will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York. |
3. | Upon the Effective Time, the New PLAYSTUDIOS Merger Shares, when issued in the manner and on the terms described in the Registration Statement and the Merger Agreement, will have been duly authorized by all requisite corporate action on the part of New PLAYSTUDIOS under the DGCL and will be validly issued, fully paid and nonassessable. |
March 26, 2021 Page 6 |
Our opinions set forth above are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection, or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (m) any laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Transaction Agreements or the legal or regulatory status of any of their affiliates, and (o) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (a) that the New PLAYSTUDIOS warrants and the Warrant Agreement have been or will be duly authorized, executed and delivered by the parties thereto other than New PLAYSTUDIOS, (b) that such securities constitute or will constitute legally valid and binding obligations of the parties thereto other than New PLAYSTUDIOS, enforceable against each of them in accordance with their respective terms and (c) that the status of the New PLAYSTUDIOS warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Latham & Watkins LLP |
Exhibit 8.1
53rd at Third | |||
885 Third Avenue | |||
New York, New York 10022-4834 | |||
Tel: +1.212.906.1200 Fax: +1.212.751.4864 | |||
www.lw.com | |||
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|||
FIRM / AFFILIATE OFFICES | |||
Beijing | Moscow | ||
Boston | Munich | ||
Brussels | New York | ||
Century City | Orange County | ||
Chicago | Paris | ||
March 26, 2021 | Dubai | Riyadh | |
Düsseldorf | San Diego | ||
Frankfurt | San Francisco | ||
Hamburg | Seoul | ||
Hong Kong | Shanghai | ||
Houston | Silicon Valley | ||
London | Singapore | ||
Los Angeles | Tokyo | ||
Acies Acquisition Corp. | Madrid | Washington,D.C. | |
1219 Morningside Drive, Suite 110 | Milan | ||
Manhattan Beach, CA 90266 |
Re: U.S. Federal Income Tax Considerations
Ladies and Gentlemen:
We have acted as special U.S. tax counsel to Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”), in connection with the transactions contemplated by the agreement and plan of merger, dated as of February 1, 2021 (as amended or modified from time to time, the “merger agreement”), by and among Playstudios Inc., a Delaware corporation, Acies, Catalyst Merger Sub I, Inc., a Delaware corporation and a wholly owned direct subsidiary of Acies, and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Acies (the “business combination”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement (defined below).
This opinion is being delivered in connection with the Registration Statement (File No. 333- 253135) of Acies on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
In preparing the opinion set forth below, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the merger agreement; and (iii) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion.
In rendering our opinion, we have assumed, without any independent investigation or examination thereof, that (i) the business combination will be consummated in the manner described in the Registration Statement and the merger agreement, and will be effective under applicable law, and none of the terms or conditions contained in either the Registration Statement or the merger agreement will be waived or modified and (ii) the facts relating to the business combination are accurately and completely reflected in the Registration Statement and the merger agreement. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, representations and warranties set forth in the documents referred to above.
March 26, 2021
Page 2
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that positions contrary to our opinion will not be taken by the Service or, if challenged, by a court.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement, we hereby confirm that the statements in the Registration Statement under the caption “U.S. Federal Income Tax Considerations for Holders of Acies Securities,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
This opinion is being delivered prior to the consummation of the business combination and therefore is prospective and dependent on future events. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
Except as expressly set forth above, we express no other opinion. This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities Exchange Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Exhibit 8.2
New York Northern California Washington DC São Paulo London |
Paris Madrid Tokyo Beijing Hong Kong |
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Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 | 212 450 4000 tel 212 701 5800 fax |
March 26, 2021 | |
Re: | U.S. Federal Income Tax Considerations |
PlayStudios, Inc.
10150 Covington Cross Drive
Las Vegas, NV 89144
Ladies and Gentlemen:
We have acted as counsel to PlayStudios, Inc., a Delaware corporation (“PlayStudios”) in connection with the transactions contemplated by the agreement and plan of merger, dated as of February 1, 2021 (as amended or modified from time to time, the “merger agreement”), by and among Playstudios, Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”), Catalyst Merger Sub I, Inc., a Delaware corporation and a wholly owned direct subsidiary of Acies, and Catalyst Merger Sub II, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Acies (the “business combination”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement (defined below).
This opinion is being delivered in connection with the Registration Statement (File No. 333-253135) of Acies on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
In preparing the opinion set forth below, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the merger agreement; and (iii) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion.
In rendering our opinion, we have assumed, without any independent investigation or examination thereof, that (i) the business combination will be consummated in the manner described in the Registration Statement and the merger agreement, and will be effective under applicable law, and none of the terms or conditions contained in either the Registration Statement or the merger agreement will be waived or modified and (ii) the facts relating to the business combination are accurately and completely reflected in the Registration Statement and the merger agreement. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, representations and warranties set forth in the documents referred to above.
PlayStudios, Inc. | 2 | March 26, 2021 |
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that positions contrary to our opinion will not be taken by the Service or, if challenged, by a court.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement, we hereby confirm that the statements in the Registration Statement under the caption “U.S. Federal Income Tax Considerations for Holders of PLAYSTUDIOS Capital Stock,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.
This opinion is being delivered prior to the consummation of the business combination and therefore is prospective and dependent on future events. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
Except as expressly set forth above, we express no other opinion. This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities Exchange Commission thereunder.
Very truly yours, | |
/s/ Davis Polk & Wardwell LLP |
Exhibit 10.13
AWARD ACCEPTANCE
PLAYSTUDIOS, Inc.
2011 OMNIBUS STOCK AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
This Award Agreement is made and entered into by and between PLAYSTUDIOS, Inc. (“Company”) and the Optionee effective as of Acceptance by Optionee.
1. DEFINED TERMS. Capitalized terms not defined in this Award Agreement have the meanings ascribed to them in the Plan.
1.1 “Accept”, “Accepts” or “Acceptance” means the act of Optionee clicking on “Accept” on the task page to “Accept grants” on the Plan Portal, which action signifies Optionee’s agreement to become a party to this Award Agreement.
1.2 “Award Agreement” means this agreement and the data set forth on the Plan Portal that identifies in detail the Optionee, the option grant, issue date, number of shares, vesting conditions, vesting schedule, exercise price, expiration date, and other information about the Option, whether expressed using the terms defined in this Award Agreement or the Plan, or terms that by their context would have the same meanings.
1.3 “Exercise Price” means the price per share of stock purchasable upon exercise of the Option.
1.4 “Grant Date” means the date on which the grant of options was approved by the Board of Directors of the Company.
1.5 “Grant Number” means the number assigned to this Award Agreement in the Plan Portal, which number is (i) two letters to indicate the country in which the Optionee is employed (US for the United States, HK for Hong Kong, IL for Israel and SG for Singapore), (ii) the four-digit year of grant followed by a hyphen, and (iii) a three-digit number that represents the sequential number of the Option granted that year for that country (e.g. IL2020-008).
1.6 “Option” means the option to purchase shares of the common stock of the Company granted to Optionee under this Award Agreement.
1.7 “Optionee” means the employee of the Company who is the recipient of a grant of options to purchase shares of common stock of the Company under this Award Agreement.
1.8 “Option Exercise Notice” means the notice that Optionee may submit via the Plan Portal to give notice of his or her election to exercise all or a portion of the Option.
1.9 “Option Shares” means the shares of common stock of the Company that may be purchased by exercise of the Option.
1.10 “Plan” means the PLAYSTUDIOS, Inc. 2011 Omnibus Stock and Incentive Plan, a copy of which is available on the Plan Portal.
1.11 “Plan Portal” means the web-based access to information about the Option available to Optionee via app.carta.com by the use of Optionee’s unique Username and Password.
1.12 “Proxy” means the Irrevocable Proxy attached as Exhibit A that Optionee grants by Acceptance of this Award Agreement.
2. grant of option. Pursuant to the Plan, the Company grants to the Optionee the Option to purchase the Option Shares (subject to adjustment as provided in the Plan) on the terms and conditions set forth in this Award Agreement. The Option granted under this Award Agreement is intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. To the extent that all or any part of the Option does not comply with Section 422, the Option is intended to be an incentive stock option to greatest extent possible, and the remainder a non-qualified stock option.
3. vesting of option. Subject to the Optionee’s continuous service to the Company as an employee, the Option shall vest in the amounts and on the dates set forth in the Plan Portal specific to this Award Agreement and Grant Number.
4. purchase price. The price at which the Optionee is entitled to purchase the Option Shares under the Option is the Exercise Price per share, which price is intended to be the Fair Market Value of on shares of the common stock of the Company as of the Grant Date.
5. term of option. The Option granted under this Award Agreement shall lapse, unless otherwise exercised, on the expiration date, which date shall not be more than ten (10) years following the Grant Date, subject to earlier termination under Section 9 below.
6. exercise of option. The Option may be exercised by the Optionee as to all or any part of the Option Shares then vested by delivery to the Company or its designated agent of written notice of exercise and payment of the purchase price as provided in Sections 7 and 8 below.
7. method of exercising option. Subject to the terms and conditions of this Award Agreement, the Option may be exercised by (i) timely submitting an Option Exercise Notice via the Plan Portal, or (ii) if the Optionee is unable to submit notice via the Plan Portal, by timely delivery to the Company or its designated agent of written notice, which notice shall be effective on the date received by the Company or its designated agent (“Effective Date”). The notice shall state the Optionee’s election to exercise the Option, the number of shares to which the election relates, the method of payment elected, the exact name or names in which the shares will be registered and the Social Security number of the Optionee. The notice must be signed by the Optionee and must be accompanied by payment of the purchase price. If the Option is exercised by a person or persons other than the Optionee under Section 9 below, the notice must be signed by such other person or persons accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option. All Option Shares delivered by the Company upon exercise of the Option shall be fully paid and nonassessable upon delivery.
8. method of payment for options. Payment for shares purchased upon the exercise of the Option shall be made by the Optionee in cash or such other method permitted by the Company and communicated to the Optionee in writing prior to the date the Optionee exercises all or any portion of the Option.
9. SEPARATION FROM employment; DEATH OR DISABILITY.
9.1 General. If the Optionee has a separation from employment for any reason other than death or Disability, then the Optionee may at any time within thirty (30) days after the effective date of the separation from employment exercise the Option to the extent that the Optionee was entitled to exercise the Option at the date of termination, provided that in no event shall the Option be exercisable after the expiration date.
9.2 Death Or Disability Of Optionee. In the event of the death or Disability of the Optionee within a period during which the Option, or any part thereof, could have been exercised by the Optionee, including ninety (90) days after separation of employment due to death or Disability (the “Option Period”), the Option shall lapse unless it is exercised within the Option Period and in no event later than ninety (90) days after the date of the Optionee’s death or Disability by the Optionee or the Optionee’s legal representative or representatives in the case of a Disability or, in the case of death, by the person or persons entitled to do so under the Optionee’s last will and testament or if the Optionee fails to make a testamentary disposition of such Option or shall die intestate, by the person or persons entitled to receive such Option under the applicable laws of descent and distribution. An Option may be exercised following the death or Disability of the Optionee only if the Option was exercisable by the Optionee immediately prior to his death or Disability. In no event shall the Option be exercisable after its expiration date. The Company shall have the right to require evidence satisfactory to it of the rights of any person or persons seeking to exercise the Option under this Section to exercise the Option.
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10. nontransferability. The Option granted by this Award Agreement shall be exercisable only during the term of the Option provided in Section 5 hereof and, except as provided in Section 9 above, only by the Optionee during his lifetime and while an Employee of the Company. This Option shall not be transferable by the Optionee or any other person claiming through the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or such other events as set forth in Section 12.4 of the Plan.
11. RIGHT OF FIRST REFUSAL.
11.1 If Optionee (“Transferor”), or any assignee of Option Shares issued to Optionee upon exercise of this Award Agreement; proposes to sell, transfer, assign, hypothecate, make gifts of or in any manner dispose of, encumber, or alienate (each individually constituting a “Transfer”) to a transferee, any Option Shares, obtained in connection with this Award Agreement, either pursuant to a bona fide offer (“Offer”) from a potential transferee (“Offeror”) or by effecting a gift of the Option Shares (“Gift”) to a donee (“Donee”) without consideration, then the Transferor must comply with the provisions of this Section 11 including, without limitation, acknowledging and allowing the applicable time periods to lapse with respect to the rights of the Company as provided herein, before accepting any such Offer or otherwise affecting the Transfer of any Option Shares pursuant to such Offer, or affecting any such Gift.
(a) Statement of Offer. Before accepting any Offer or affecting any Gift, the Transferor shall obtain from the Offeror or Donee, as the case may be, a statement (“Statement”) in writing addressed to the Transferor and signed by the Offeror or Donee, setting forth: (A) the date of the Statement (the “Statement Date”); (B) the number of Option Shares covered by the Offer or Gift and, in the case of an Offer, the price per share to be paid by the Offeror and the terms of payment of such price; (C) the Offeror’s or Donee’s willingness to be bound by the terms of this Section 11 and execute and deliver to the Company such documentation as required under this Section 11; (D) the Offeror’s or Donee’s name, address and telephone number; and (E) the Offeror’s or Donee’s willingness to supply any additional information about himself or herself as may be reasonably requested by the Company. Promptly upon receipt of a Statement, and before accepting the Offer or affecting the Gift to which the Statement relates, the Transferor shall deliver to the Company (1) a copy of the Statement, and (2) in the case of an Offer, evidence reasonably satisfactory to the Company as to the Offeror’s financial ability to consummate the proposed purchase.
(b) Company Rights. Subject to the provisions of Section 11(a), upon receipt of a copy of the Statement, the Company shall have the exclusive right and option (the “Right”), but not the obligation, to purchase all of the Option Shares that the Offeror proposes to purchase from the Transferor or, in the case of a Gift, that the Transferor proposes to give to the Donee (collectively, “Subject Securities”) (A) in the case of an Offer, for the per share price and on the terms as set forth in the Statement; provided, however, that if the purchase price is payable in whole or in part in property (which term shall include the securities of any issuer other than the Company) other than cash, the Company may pay, in lieu of such property, a sum of cash equal to the fair market value of such property as determined by the Transferor and the Company in good faith or, if the Transferor and the Company do not agree on the fair market value of such property within five days after the Company delivers written notice (as described below) of its intention to exercise the Right, then the Transferor and the Company shall select one independent appraiser (with each of the Transferor and the Company jointly bearing one-half of the expense of the appraiser) to determine the fair market value of that property and the appraised fair market value of that property as determined by such appraiser shall be deemed the fair market value of that property for purposes of this Section 11(b) or (B) in the case of a Gift, the Fair Market Value of the Subject Securities, as determined in good faith by the Company; provided that the Transferor may elect to retain the Subject Securities rather than sell the Subject Securities at the Fair Market Value as determined by the Company by giving written notice thereof to the Company within five days after such determination by the Company is received in writing by the Transferor. The Company shall exercise the Right by giving written notice thereof to the Transferor. Upon exercising the Right, the Company shall have the obligation, to the extent it lawfully may do so, to purchase the Subject Securities within 30 days after the date of the Company’s receipt of its copy of the Statement on and subject to the terms and conditions hereof. If the terms of the purchase include the Transferor’s release of any pledge or encumbrance on the Subject Securities and the Transferor shall have failed to obtain the release of the pledge or encumbrance by the purchase date, at the Company’s option the purchase shall occur on the scheduled date with the purchase price reduced to the extent of all unpaid indebtedness for which the Subject Securities are then pledged or encumbered. Failure by the Company to exercise the Right, or failure by the Company to otherwise perform its obligations under this Section 11(b), within the 30-day period herein prescribed shall be deemed an election by the Company not to exercise the Right. If the Company exercises the Right and is unable for any reason to perform its obligations thereunder in accordance with this Section 11, the Company may assign all or a portion of its rights under the Right to any one or more of the Company’s stockholders (other than the Transferor) (“Assignee Stockholder”), as the Board shall determine, in its sole and absolute discretion.
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(c) Purchase of Less Than All Shares. Anything in this Section 11 to the contrary notwithstanding, the Company and any Assignee Stockholder individually may, pursuant to the exercise of the Right, purchase fewer than all of the Subject Securities provided that such Persons in the aggregate purchase all, and not less than all, of the Subject Securities, and it shall be a condition precedent to the obligation of any of such Persons to purchase any Subject Securities, that all, and not less than all, of the Subject Securities have been elected to be purchased pursuant to the exercise of the Right.
(d) Failure to Exercise Right or Consummate Transaction. If the Company elects not to exercise the Right, or if the Right is exercised and the obligations to be performed thereunder by the Company are not performed in accordance with this Section 11, or if the Company’s rights are assigned to an Assignee Stockholder and such Assignee Stockholder fails to perform his or her obligations under the assigned Right in accordance with this Section 11, then, subject to the application of any applicable state or federal securities laws, the Transferor may dispose of all of the Subject Securities within 90 days after the date of the Statement at the per share price and on the terms, if any, as set forth in the Statement free and clear of the terms of this Section 11; provided, however, that (A) any subsequent transfer by the Offeror or Donee, as applicable, shall once again be subject to this Section 11 and (B) if the sale or gift of the Subject Securities is not consummated within such 90-day period, then the Transfer of any such Option Shares shall once again be subject to the terms of this Section 11.
(e) Expiration. The rights and obligations pursuant to this Section 11 hereof will terminate upon the date of a Qualifying Public Offering. “Qualifying Public Offering” means a firm commitment underwritten public offering of common stock for cash where the shares of stock registered under the Securities Act are listed on a national securities exchange or the NASDAQ National Market System.
12. PURCHASE OPTION. If (i) Optionee ceases to be employed by or perform services for the Company or its Subsidiaries for any reason at any time or (ii) upon the occurrence of a Change in Control, the Company (and/or its designee(s)) shall have the option (the “Purchase Option”) to purchase, and the Optionee (or the Optionee’s executor or the administrator of the Optionee’s estate in the event of the Optionee’s death, or the transferee of the Option Shares or Award in the case of any disposition, or the Optionee’s legal representative in the event of the Optionee’s incapacity) (hereinafter, collectively with such Optionee, the “Grantor”) shall sell to the Company and/or its designee(s), all or any portion (at the Company’s option) of the Option Shares issued pursuant to the Plan and held by the Grantor (such Option Shares herein referred to as the “Purchasable Shares”).
(a) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one year of the date of the termination of the Optionee’s employment or service relationship or the date of the Change in Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of the Fair Market Value per share of such Purchasable Shares, or the Change in Control Price, if applicable. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
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(b) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, the Fair Market Value per share, or the Change in Control Price if applicable, as of the date of the notice of exercise of the Purchase Option times the number of shares being purchased. The purchase price shall be paid in cash. The closing of such purchase shall take place at the Company’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased free and clear of all liens and encumbrances (if any), duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the purchasers, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered.
(c) The rights and obligations pursuant to this Section will terminate upon the date of a Qualifying Public Offering. “Qualifying Public Offering” means a firm commitment underwritten public offering of the common stock of the Company for cash where the shares of stock registered under the Securities Act are listed on a national securities exchange or the NASDAQ National Market System.
13. “MARKET STAND-OFF” AGREEMENT. Optionee hereby agrees that in connection with any underwritten public offering by the Company, during the period of duration (not to exceed 180 days or such longer period, not to exceed eighteen (18) days after the expiration of the 180-day period, as the Company or such underwriters shall request in order to facilitate compliance with NASD Rule 2711)) specified by the Company and an underwriter of common stock of the Company following the effective date of the Registration Statement of the Company filed under the Securities Act with respect to such offering, he or she will not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by him or her at any time during such period except common stock included in such registration. If requested by such underwriter, Optionee agrees to execute a lock-up agreement in such form as the underwriter may reasonably propose.
14. RESTRICTIVE LEGENDS. The certificate or certificates representing the Option Shares issued upon exercise of the Option shall bear the following legends (as well as any legends required by applicable U.S. state and federal corporate and securities laws):
14.1 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO PLAYSTUDIOS, Inc., (WHICH, IN THE DISCRETION OF PLAYSTUDIOS, Inc., MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO PLAYSTUDIOS, Inc.,) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS).
14.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (SUBJECT TO CERTAIN EXTENSIONS) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.
14.3 THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL IN THE CASE OF A TRANSFER AS PROVIDED UNDER THE COMPANY’S 2011 OMNIBUS STOCK AND INCENTIVE PLAN AN AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
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14.4 THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2011 OMNIBUS STOCK AND INCENTIVE PLAN AND/OR AN AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
15. adjustments in number of shares and option price. In the event of a change in capital structure or such other event as specified in Section 13 of the Plan, the Company will adjust the remaining Option Shares subject to this Option, all as set forth in Section 13 of the Plan.
16. delivery of shares. The Company has uncertificated shares and does not issue paper or other physical representations of shares. No Option Shares shall be deemed to have been delivered upon exercise of the Option until (i) the purchase price shall have been paid in full in the manner herein provided; (ii) applicable taxes required to be withheld have been paid or withheld in full; (iii) approval of any governmental authority required in connection with the Option, or the issuance of shares thereunder, has been received by the Company; and (iv) if required by the Company, the Optionee has delivered to the Company an Investment Letter in form and content satisfactory to the Company as provided in Section 17 hereof.
17. securities act. The Company shall not be required to deliver any Option Shares pursuant to the exercise of all or any part of the Option if, in the opinion of counsel for the Company, such issuance would violate the Securities Act or any other applicable federal or state securities laws or regulations. The Board may require that the Optionee, prior to the issuance of any such shares pursuant to exercise of the Option, sign and deliver to the Company a written statement (“Investment Letter”) stating (i) that the Optionee is purchasing the shares for investment and not with a view to the sale or distribution thereof; and (ii) containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations. Such Investment Letter shall be in form and content acceptable to the Board in its sole discretion.
18. PROXY. Option Shares issued in connection with the exercise of Options shall be voted by an irrevocable proxy and power of attorney, in the form attached as Exhibit A hereto (the “Proxy”). The individual(s) empowered under the Proxy shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of such proxy unless arising from acts of fraud or bad faith of such individual(s), to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the person(s) may have as a director or otherwise under the Company’s corporate documents, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.
19. definitions; copy of plan. To the extent not specifically provided herein, all capitalized terms used in this Award Agreement shall have the same meanings ascribed to them in the Plan. By the Acceptance of this Award Agreement, the Optionee acknowledges receipt of a copy of the Plan.
20. SUBJECT TO PLAN. This Award Agreement is subject to the terms and provisions of the Plan. Notwithstanding, to the extent that the terms of this Award Agreement conflict with the Plan, the terms of this Award Agreement control.
21. obligation to exercise. The Optionee shall have no obligation to exercise any Option granted by this Award Agreement.
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22. governing law. This Award Agreement shall be interpreted and administered under the laws of the State of Delaware.
23. amendments. The Company may unilaterally revise, modify or amend this Award Agreement if such revision, modification or amendment is to the benefit of the Optionee. Except as set forth in the preceding sentence, this Award Agreement may be amended only by a written agreement executed by the Company and the Optionee.
24. tax information and notice of disqualifying disposition. This Option is intended to be eligible for treatment as an Incentive Stock Option under Section 422 of the Code. Whether this Option will receive such tax treatment will depend, in part, on the actions by the Optionee after exercise of this Option. For example, if the Optionee disposes of any of the Option Shares acquired under this Option within two years after the Grant Date and within one year of the date of exercise of this Option, the Optionee may lose the benefits of Section 422 of the Code. Accordingly, the Company makes no representations by way of the Plan, this Award Agreement, or otherwise, with respect to the actual tax consequences of the grant or exercise of this Option or the subsequent disposition of the Option Shares acquired under this Option. If the Optionee sells or makes a disposition (within the meaning of Section 422 of the Code) of any of the Option Shares acquired under this Option prior to the later of (i) one year from the date of exercise of the Option, or (ii) two years from the Grant Date, the Optionee agrees to give written notice to the Company of such disposition. The notice shall include the Optionee’s name, the number, exercise price and exercise date of the Option Shares disposed of, and the date of disposition.
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EXHIBIT A
IRREVOCABLE PROXY
Upon Acceptance of this Award Agreement, the Optionee, a stockholder of, or holder of an option, warrant or other right to acquire stock of, PLAYSTUDIOS, Inc., a Delaware corporation (hereinafter “Company”), does hereby irrevocably grant and confer power of attorney and proxy to Andrew S. Pascal, for so long as Andrew S. Pascal is a stockholder of the Company, and, at such time as Andrew S. Pascal is no longer a stockholder of the Company, to Paul D. Mathews, for so long as Paul D. Mathews is a stockholder of the Company, with full power of substitution and resubstitution, to exercise all the Rights (as defined below) with respect to all shares of capital stock and securities of the Company now beneficially held or hereinafter acquired by me, and all shares or securities of the Company issued or issuable in respect thereof after the date hereof (collectively, the “Shares”), effective as of the date the undersigned ceases to be employed or engaged as independent contractor by the Company.
This irrevocable proxy is coupled with an interest in the corporation generally, as each of Messr’s Pascal and Mathews are “Founders” and major stockholders of the Company, and wish to maintain the maximum measure of voting control possible, in particular as it relates to various agreements it has entered into with other stockholders of the Company. This irrevocable proxy will expire, if not otherwise made ineffective pursuant to the foregoing, on the date on which the shares of the common stock of the Company are traded on a national exchange.
For purposes hereof, the Rights shall include the rights and privileges as the undersigned would regularly enjoy as it pertains to voting, consents, notice, discussion, or any other matter arising for consideration and action during business of any meeting of the stockholders of the Company or pursuant to consent actions taken in writing by the stockholders of the Company, whether such actions are requested, required by or taking in connection with applicable law, the Company’s Certificate of Incorporation (as amended from time to time) or any contract or other written arrangement to which the undersigned is a party that relates to the Shares and his/her/its rights or obligations in connection therewith, or otherwise.
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Exhibit 10.16
December 17, 2018
Joel Agena
Sent via Email: jagena@phoenixlawgroup.com
Dear Joel:
We couldn't be more excited by the prospect of you joining our team. While our plans for PLAY STUDIOS have been, and still are, ambitious, we're confident that with the right people, we will achieve our full potential.
As you consider joining us on this journey, I thought it would be appropriate to outline the basic terms of our partnership. I’ve included an outline that I feel addresses the key questions. Let me know if we need to discuss or further clarify any of the terms.
Given the aggressive nature of our plans, and the significance of your role, we're hoping you reach a decision, sign and return this offer by December 21st. I look forward to hearing from you.
Andrew Pascal
CEO
PLAYSTUDIOS, Inc.
PLAYSTUDIOS, Inc. 10150 Covington Cross Drive, Las Vegas, NV 89144
1. | Position and Duties | |
a. | Position – VP Legal Counsel | |
b. | Duties | |
i. | Provide expert and strategic legal guidance and risk assessment to the board of directors, senior management and executives on all matters that affect the Company | |
ii. | Work with the CEO, President and CFO and others as necessary to manage compliance with the various regulatory, business and other aspects of our business and limit risk exposure | |
iii. | Provide direct legal services to product groups | |
iv. | Engage and oversee use of outside counsel as needed for specific needs (eg DLA, labor, trademark, etc), but attempt to minimize outside legal costs | |
v. | Draft agreements as needed (or coordinate their drafting) for all Company operation, financing, investing and other activities | |
vi. | Work with the CFO to continually update and enhance the Company’s legal and financial framework to ensure compliance, controls and risk mitigation as well as on annual budgets. | |
vii. | Travel to Burlingame, Las Vegas, Austin as requested/needed and be available for additional travel | |
viii. | Additional duties from time to time as determined by the CEO | |
2. | Terms of Employment | |
a. | Employment will start on January 1, 2019, will be for no specified term, and may be terminated by you or the Company at any time, with or without cause. | |
b. | Compensation | |
i. | Salary – $200,000 annually; to be paid bi-weekly in accordance with the Company's normal payroll cycle. | |
ii. | Bonus – You will be eligible to participate in the Company’s bonus program for a target bonus of up to 15% of your base salary, subject to the qualifying criteria applicable to your position. | |
iii. | Vacation – You will be eligible for a minimum of 4 weeks of vacation per year |
PLAYSTUDIOS, Inc. 10150 Covington Cross Drive, Las Vegas, NV 89144
iv. | Benefits – You will be included in the Company's medical, disability and other group insurance plans, which include: | |
a) | 100% of benefit premiums for Medical, Dental and Vision | |
b) | 100% of dependent premiums | |
c) | 100% of Basic Life and Accident insurance | |
d) | Short-term and Long-term Disability protection | |
e) | Immediate coverage upon the start of employment | |
v. | Equity | |
a) | You will be issued 200,000 shares of PLAYSTUDIOS incentive stock options (the 'Stock Options') pursuant to the PLAYSTUDIOS 2011 Stock and Incentive Plan ("the Plan") at a price per share to be determined by an independent evaluation of the company's common equity. The 200,000 share quantity is before the contemplated stock split. If the shares are split prior to your award being granted, your # of shares will increase accordingly (eg, if there is a 2:1 split you will receive 400,000 shares and the split adjusted exercise price). Both the number of shares and the share price are subject to final approval by the Board of Directors. Your options will contain a double trigger (50% at COC, 50% at involuntary termination). We will further amend your existing options to include double trigger. | |
b) | The Stock Options will vest pursuant to the Plan as follows: | |
i) | 1/48th will vest per month over 48 months, with the first vest on February 1, 2019 (one month after your hire date of January 1, 2019 | |
ii) | ln the event of a Termination, you will be entitled to purchase all of the shares that have vested up to the time of your separation. | |
iii) | AII Stock Options issued pursuant to the Plan vest in the same manner. | |
vi. | Employment is At Will, but you will receive 6 months of severance pay unless terminated for cause1 | |
vii. | Office Space – PLAYSTUDIOS will either pay Phoenix Law Group (PLG) or reimburse you for (estimated) $1,000 / month in order to sublease of PLG office space to establish AZ presence for legal practice licensing – includes use of assistant, office supplies, internet, phone, office equipment |
PLAYSTUDIOS, Inc. 10150 Covington Cross Drive, Las Vegas, NV 8914
3. | Confidential & Proprietary Information | |
a. | You will execute standard Confidentiality and Assignment of Inventions Agreements as required by the Company and prospective investors. Drafts of these agreements will be provided to you. |
4. | Non-Solicitation & Interference | |
a. | ln the event of a termination without cause1 you will agree not to solicit employees from the Company for a period of 18 months. | |
b. | You represent that there are no outstanding agreements to which you are a party that would prevent you from accepting employment with the Company and carrying out the duties and responsibilities of your position. |
ACKNOWLEDGED AND ACCEPTED
/s/ Joel Agena | ||
Joel Agena |
Date: | December 19, 2018 |
1 “Cause” shall mean (i) gross negligence or willful misconduct in the performance of the Maker’s duties to the Holder where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Holder, (ii) failure or inability to perform any assigned duties after written notice from the Holder to Maker of, and a reasonable opportunity to cure, such failure or inability,
(iii) commission of any act of fraud with respect to the Holder or any of its affiliates causing material harm to the business, assets or reputation of the Holder or any of its affiliates, (iv) conviction (including any plea of no contest) of a felony or a crime involving moral turpitude or (v) Maker’s unauthorized use or disclosure of the confidential information or trade secrets of the Holder or any of its affiliates which use causes material harm to the Holder or any of its affiliates.
PLAYSTUDIOS, Inc. 10150 Covington Cross Drive, Las Vegas, NV 89144
Exhibit 10.17
Acies Acquisition LLC
1219 Morningside Drive, Suite 1100
Manhattan Beach, CA 90266
Daniel Fetters; Edward King
February 1, 2021
Andrew Pascal
c/o PLAYSTUDIOS, Inc.
10150 Covington Cross Drive
Las Vegas, NV 89144
Re: Acies Interest Forfeiture
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, and entered into by and among PlayStudios, Inc., a Delaware corporation (the “Company”), Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”), Catalyst Merger Sub I, Inc., a Delaware corporation, and Catalyst Merger Sub II, LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement or the Amended and Restated Limited Liability Company Operating Agreement of Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”), dated October 27, 2020 (the “LLCA”), among the Company and the members named therein, as applicable.
In connection with the Merger Agreement, the Sponsor entered into the Sponsor Agreement, dated as of the date hereof (the “Sponsor Agreement”), among the Sponsor and the Company, whereby the Sponsor has agreed, among other things, to forfeit certain of its Acies Class B Ordinary Shares and Acies Warrants for no consideration (the “Forfeiture”). Based on your capital contribution to the Sponsor, you currently have a right to 522,843 Acies Class B Ordinary Shares and 449,129 Acies Warrants (collectively, your “Acies Interest”). In connection with the Forfeiture and pursuant to Section 3.05 of the LLCA, you and the Sponsor agree that the Forfeiture will not be allocated pro rata among the members of the Sponsor. Instead, you and the Sponsor agree that the Forfeiture will first be allocated to your Acies Interest, such that, as a result of the Forfeiture, you will have no right to Acies Class B Ordinary Shares or Acies Warrants (such forfeiture, your “Acies Interest Forfeiture”). For clarification, the Acies Interest Forfeiture will not be effectuated until the Forfeiture occurs pursuant to the Sponsor Agreement and is subject to the Closing. If either the Merger Agreement or the Sponsor Agreement is terminated before the Closing occurs, the Acies Interest Forfeiture will be deemed not to have occurred and be null and void, and this letter agreement shall also automatically terminate.
This letter agreement constitutes a valid and binding obligation of the parties hereto, enforceable against each of them in accordance with its terms. Article X of the of the LLC Agreement is incorporated herein by reference, mutatis mutandis.
[remainder of the page intentionally left blank – signature page follows]
Sincerely, | |
ACIES ACQUISITION LLC |
By: | /s/ Daniel Fetters |
Name: Daniel Fetters | ||
Title: Managing Member | ||
By: | /s/ Edward King |
Name: Edward King | |
Title: Managing Member |
Signature Page to Letter Agreement
Agreed to and accepted:
Andrew pascal
/s/ Andrew Pascal |
Signature Page to Letter Agreement
Exhibit 10.18
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
MARKETING AGREEMENT
This Marketing Agreement (“Agreement”) is entered into on April 13, 2011 (“Effective Date”) between MGM Resorts International, a Delaware corporation (“MGM”), and myVEGAS LLC, a Nevada limited liability company (“myVEGAS”).
Recitals
Whereas, myVEGAS is developing an online social media game featuring the functions identified in Schedule A that will enable players to assume the role of a casino mogul and build their own collection of resorts within their virtual Las Vegas (the “Game”).
Whereas, MGM owns, operates or manages multiple casinos in Las Vegas, namely the MGM Grand, The Signature at MGM Grand, Mandalay Bay, THEhotel at Mandalay Bay, Luxor, Excalibur, New York-New York, Monte Carlo, Aria, Bellagio, The Mirage, and Circus Circus (the “Casinos”).
Whereas, subject to the terms and conditions of this Agreement, myVEGAS will feature and incorporate the Casinos into the Game.
Whereas, the parties anticipate that the Game will become a marketing tool through which MGM will exploit the social and mobile gaming channels to acquire customers and benefit from this commercial relationship through increased brand recognition created by the featured use of the Casinos in the Game and the significant investments in player acquisition conducted by myVEGAS.
Agreement
NOW, THEREFORE, based on the foregoing recitals, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties agree as follows:
1. Definitions
For purposes of this Agreement:
“Licensed Marks” means the following trademarks and services marks (in any form or font and with or without the stylization and logos to be provided from time to time by MGM): MGM Grand, The Signature at MGM Grand, Mandalay Bay, THEhotel at Mandalay Bay, Luxor, Excalibur, New York-New York, Bellagio, The Mirage, and Circus Circus.
“Licensed Copyrights” means any works of authorship, including, but not limited to, photographs, drawings, images, renderings, architectural works, art work, and the like, associated with the Licensed Marks and provided to myVEGAS by MGM.
“Licensed Use” refers to the use in connection with the Game offered for play solely via the Internet and mobile platforms.
“MGM Player Data” refers to data derived from or regarding persons identified in MGM’s customer or player databases.
“Player Data” refers to any information of any kind or nature (including, but not limited to, names, street addresses, city, state, country, email addresses, IP addresses, telephone numbers, and fax numbers), whether or not such information contains personally identifiable information. Player Data is comprised of: (a) MGM Player Data; and (2) data obtained by myVEGAS from or through the Game, the myVegas.com web site, or other sources, other than MGM Player Data.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
“Term” refers to the initial term and any renewals as provided for under this Agreement.
“Territory” means the world.
2. Development of the Game. myVEGAS will be responsible for developing, distributing, hosting, managing, updating, and maintaining the Game (including, but not limited to, the code, graphical user interfaces, characters, events, and other game elements) at its own cost. With the exception of the Licensed Marks and Licensed Copyrights, myVEGAS shall also be responsible for clearing any and all intellectual property rights in and to the Game to ensure that the Game does not in whole or in part infringe the rights of any third party. myVEGAS shall own all right, title and interest in and to the Game with the exception of the Licensed Marks, the Licensed Copyrights, any derivative works based on the Licensed Copyrights, and any third-party intellectual property used in the Game.
3. Approval; Quality Control. myVEGAS acknowledges that the Licensed Marks symbolize the goodwill and reputation of MGM for high-quality gaming and other services. MGM shall have the absolute right to ensure that the Game meets this high-standard of quality. Accordingly, in advance of initiating any formal development, myVEGAS will provide MGM with a “Style Guide” that will provide the overall design vocabulary to be expressed throughout the Game. The Style Guide will include conceptual designs of the Casinos, their attributes, and the Licensed Copyrights and Licensed Marks that may be used in the Game. The Chief Marketing Officer of MGM will be the exclusive point of contact for the review and approval of the Style Guide. In the event the Chief Marketing Officer is unable to perform this function, MGM will designate an alternate with the full authority to review and approve the Style Guide. MGM recognizes the need to keep the review and approval time to a minimum and will make every effort to respond to any requests for approval within five (5) business days of receiving any change or addition to the Style Guide. In the event approval or comments/feedback is not received by the end of business on the fifth (5th) day, the submitted elements of the Style Guide will be considered approved. Throughout the Term, at MGM’s request, myVEGAS will provide ongoing updates of the Style Guide, the development of the Game, and the use of the Licensed Marks and Licensed Copyrights in the Game. If at any time during development of the Game, or following the Launch/Go-Live date and continuing throughout the Term, MGM objects to the use of Licensed Marks, Licensed Copyrights, the Player Data, or any other elements of the Game that MGM believes may harm its goodwill or reputation, expose MGM to potential third-party claims or objections, harm MGM’s business relationships (including, but not limited to, sponsors, tenants, vendors, and venues), or cause confusion, mistake or deceive consumers as to the features , amenities or other characteristics of the Casinos, MGM will provide written notice of its objection to myVEGAS with a brief explanation of its reason for objecting and suggestions for revisions that would make the objected use acceptable. Upon receipt of such notice, myVEGAS will promptly (i) revise the use to fully address MGM’s objection, or (ii) discontinue the use of the objectionable material.
4. Grant; Reservation of Rights. Subject to the terms and conditions of this Agreement, MGM hereby grants to myVEGAS a license to use the Licensed Marks and Licensed Copyrights in the Game in the Territory during the Term of this Agreement. MGM reserves all rights not expressly granted herein.
5. Ownership, Use and Enforcement of Licensed Intellectual Property.
5.1. myVEGAS acknowledges the exclusive right, title and interest of MGM in and to the Licensed Marks and Licensed Copyrights. myVEGAS will not claim or represent that it owns any right, title, or interest in or to the Licensed Marks or Licensed Copyrights or any derivative works based thereon. myVEGAS further agrees not to contest MGM’s ownership of the Licensed Marks or Licensed Copyrights or take any action that is adverse to MGM’s ownership therein. Upon termination of this License, myVEGAS agrees to immediately cease all use of the Licensed Marks and Licensed Copyrights and any derivative works based thereon.
5.2. myVEGAS agrees that its use of the Licensed Marks shall inure solely to the benefit of MGM.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
5.3. myVEGAS shall not alter or modify the Licensed Marks or Licensed Copyrights without the prior express written permission of MGM. myVEGAS shall not use the Licensed Marks or Licensed Copyrights in any manner (in the Game or in advertising, marketing or promotion of the Game) that is likely to materially damage or tarnish the good will or reputation of MGM, which MGM shall determine in its sole and absolute discretion, including, but not limited to, use in connection illegal or unethical activities.
5.4. At the direction of MGM, myVEGAS shall cause to appear in association with the Licensed Marks and Licensed Copyrights such trademark, copyright or other notice as MGM may designate from time to time.
5.5. If myVEGAS learns of any actual or potential infringement or dilution of the Licensed Marks or Licensed Copyrights, myVEGAS agrees to promptly notify MGM. MGM shall have the sole right to take any action and to determine whether or not to take any action against any infringement or improper use of the Licensed Marks and Licensed Copyrights. myVEGAS agrees not to contact any third party, not to make any demands or claims, not to institute any suit, and not to take any other action against any alleged infringer without first obtaining the prior written permission of MGM. With respect to all claims and suits for infringement of the Licensed Marks and Licensed Copyrights, including suits in which myVEGAS is joined as a party, MGM shall have the sole right to employ counsel of its choosing and to direct the handling of the litigation and any settlement thereof. MGM shall be entitled to all damages, settlements, attorneys’ fees and costs received in connection with such suits.
5.6. myVEGAS will retain ownership of all intellectual property rights in the Game, except the Licensed Marks, Licensed Copyrights, and derivative works based on the Licensed Copyrights.
6. Third-Party Intellectual Property. The Licensed Marks and Licensed Copyrights do not include any right of any third parties in and to any trademarks, copyrights, or other intellectual property that may be visible or used in the Casinos, including, but not limited to, trademarks (such as those owned by third-party restaurants, nightclubs, and shows) and copyrights (such as copyrights in artwork, logos, signage, music, décor, and architectural works) (“Third-Party Intellectual Property”). To the extent that myVEGAS desires to use any Third-Party Intellectual Property associated with the Casinos (including, for example and without limitation, use of the CITYCENTER, ARIA and MONTE CARLO marks), upon myVEGAS’ written request, MGM will use commercially reasonable efforts to assist myVEGAS in obtaining rights to use such Third-Party Intellectual Property in the Game at myVEGAS’ expense.
7. Exclusivity. During the Term, myVEGAS shall have the exclusive right to use the Licensed Marks and Licensed Copyrights in games offered online and through mobile applications except as provided herein. MGM is permitted to use or license others to use the Licensed Marks and Licensed Copyrights in games that do not compete with the myVEGAS Game, including, but not limited to: (a) internet poker (whether for free-play or for cash); and (b) land-based slot games that incorporate features that drive players to an on-line/internet extension of the same game. Further, if and when online gambling is legalized in the United States, MGM may use the Licensed Marks and Licensed Copyrights in casino games (whether for free-play or for cash) offered online for those casino games that may be lawfully offered online. In the event that MGM sells any of the Casinos during the term, the grant of the License to the Licensed Marks and Licensed Copyrights pertaining to such casinos shall become non-exclusive after a period of six (6) months after the close of the sale, unless otherwise approved by the buyer, and the parties shall negotiate in good faith regarding an adjustment in MGM’s equity interest in incuBET, Inc., to reflect any diminution in the value of the license to myVEGAS. myVEGAS will not include in the Game (or in connection with advertising, marketing or promoting the Game) the trademarks, brands, images of or references to any other casinos located in Las Vegas without the prior written consent of MGM.
8. Game Player Information. myVEGAS will adopt a privacy policy for visitors to its web site and players of the Game that will permit myVEGAS to freely share Player Data with MGM. myVEGAS will provide MGM with access to and the right to use all Player Data and all other data collected or acquired by myVEGAS regarding the Game for marketing purposes, to the maximum extent permitted by applicable law and the privacy policy terms and conditions of the relevant website or channel of distribution through which the relevant player accesses the Game (e.g. Facebook, MySpace, mobile application). myVEGAS shall use the Player Data solely for the purpose of maintaining, supporting, advertising, marketing and promoting the Game. MGM shall use the Player Data solely for the purpose of marketing and promoting the Casinos. In no event shall either party disclose to a competitor of the other any Player Data or allow the competitor to use of the Player Data in any form and for any purpose. myVEGAS shall use commercially reasonable measures to safeguard the security of Player Data.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
9. Joint Marketing Efforts.
9.1. At MGM’s request, myVEGAS will use commercially reasonable efforts to assist with any of MGM’s marketing campaigns that focus on converting Game players to visitors of the Casinos. MGM will be responsible for and pay for any goods or services provided by a third-party in support of the relevant marketing campaign, as approved in advance by MGM in its sole and absolute discretion.
9.2. MGM will use commercially reasonable efforts to introduce and promote the use of the Game to all of its customers, provided, however, that the nature of these promotional efforts is at the sole and absolute discretion of MGM. The intended promotional tactics include, but are not limited to: (i) M-Life Magazine feature articles; (ii) property website links; (iii) e-mail introduction to customer base and periodic e-mail campaigns; (iv) e-mail reservation confirmation feature; and (v) on property merchandising. The parties will work together to identify the most appropriate and effective means and channels for promoting the Game to the MGM customers.
9.3. As part of the development of the Game, myVEGAS will incorporate hyperlinks to jump-pages/booking engines of the Casinos where appropriate within the Game, and as approved by MGM in its sole and absolute discretion.
9.4. MGM will provide promotional items, the type and quantities of which will be determined by MGM in its sole and absolute discretion, for distribution to players of the Game. It is understood by the parties that these items will be used as an inducement to participate in the Game, as an award for achieving stated goals within the Game, or as compensation to players for promoting the Game to their social network/community of friends.
9.5. To the extent feasible, MGM will enable the use of M-Life tier credits as a form of currency that can be used throughout the myVEGAS Game. For the sake of clarity, this may include, but is not limited to, awarding credits based on the outcome of specific games; awarding credits for returning to the game; allowing players to enter competitions and prize pools by applying their points/credits.
10. Equity; Profit Share.
10.1. Equity. As consideration for the use of the Licensed Marks and Licensed Copyrights and the joint marketing efforts, and in lieu of payment of royalties, incuBET, Inc., a Delaware corporation (“incuBET”) and the parent company of myVEGAS, will issue to MGM shares of common stock of incuBET that, upon issuance, equal ten percent (10%) of the total shares of common stock of incuBET to be issued to the founders of incuBET, including MGM (the “Shares”), as set forth in the table below. As a condition precedent to myVEGAS issuing the Shares, MGM must agree to enter into and become a party to a Stockholders Agreement of incuBET, which agreement will contain restrictions on the transfer of the Shares, a voting agreement, and other customary terms and conditions for the protection of minority shareholders. Further, the Stockholders Agreement will provide that: (i) MGM will be provided with all of the rights and benefits of shareholders holding founder’s shares of common stock of incuBET where “founder’s” shares means shares of common stock issued by the company as part of its initial capitalization prior to the issuance of shares in exchange for capital and where “Founder” means the original owner of such shares; (ii) no Founder may, in any one transaction or any series of transactions, directly or indirectly, sell, assign or otherwise transfer any of the Founder’s Shares to any third party unless the terms and conditions of such sale or other disposition to such third party includes an offer by such third party to MGM to include, at the option of MGM, the sale of MGM’s Founder’s Shares to the third party on the same price and on the same terms and conditions offered for the purchase of the other Founders’ Shares; and (iii) MGM will have the right to participate in any offering of incuBET securities, the primary purpose of which is to raise capital, on the same terms and subject to the same conditions as those offered by incuBET to all potential investors participating in the offering, up to a maximum amount that, if purchased in the offering, would result in MGM maintaining its then-current percentage interest of the outstanding capital stock of incuBET.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
10.2. Change of Control and Assignment Restrictions. incuBET hereby agrees that it will not enter into an agreement or arrangement that results in a change of control of myVEGAS without the prior written consent of MGM, such consent not to be unreasonably withheld or delayed. A “change of control” means a transaction or a series of related transactions in which: (i) fifty percent (50%) or more of the beneficial ownership of the Founder’s Shares are sold assigned or otherwise transferred to any entity not wholly owned and controlled by incuBET; (ii) incuBET merges into another entity other than in a transaction in which the shares of incuBET are converted into a majority of the shares of the surviving entity; or (iii) all or substantially all of the assets of incuBET or myVEGAS are sold, transferred or otherwise assigned. incuBET further agrees that it will not sell, assign or otherwise transfer fifty percent (50%) or more of its interest in myVEGAS, or cause to be transferred fifty percent (50%) of more of the assets of myVEGAS, without the prior written consent of MGM, such consent not to be unreasonably withheld or delayed. For clarification, incuBET may enter into an agreement or arrangement pursuant to which it sells, assigns or otherwise transfer less than fifty percent (50%) of its interests in myVEGAS, or causes the sale, assignment or transfer of less than fifty percent (50%) of the assets of myVEGAS, so long as the transaction is an arm’s length transaction for fair value and the value received in the transaction is either contributed to incuBET or distributed to the shareholders of incuBET. myVEGAS agrees that it will not sell, assign, or otherwise transfer the Game without the prior written consent of MGM, such consent not to be unreasonably withheld or delayed.
10.3. Profit Share. As additional consideration for the use of the Licensed Marks and Licensed Copyrights and the joint marketing efforts, and in lieu of payment of royalties, and subject to Section 10.3, myVEGAS will pay to MGM a percentage of its Cumulative Net Operating Income (the “Profit Share”), as follows:
10.3.1. During the period in which myVEGAS has the exclusive right to use the Licensed Marks and Licensed Copyrights in the Game, myVEGAS will pay MGM [***]% of the Cumulative Net Operating Income of myVEGAS accrued or received during that period (“Exclusive Period”).
10.3.2. During the period which myVEGAS owns the non-exclusive right to use the Licensed Marks and Licensed Copyrights pursuant to Section 11.2.2, myVEGAS will pay MGM [***]% of the Cumulative Net Operating Income of myVEGAS accrued or received during that period (“Non-Exclusive Period”).
10.3.3. “Cumulative Net Operating Income” means the aggregate of all net operating income (i.e. before non-operating income, non-operating expenses and income taxes) less the aggregate of all net operating losses, calculated at the end of each fiscal year, less any prior Cumulative Net Operating Income on which myVEGAS has paid a Profit Share. myVEGAS agrees, that within 45 days of executing this Agreement, it will define the composition of cost of sales and operating expenses which will be deducted from revenue, in accordance with GAAP, to determine the operating income and shall report the definition to MGM. For example, assuming myVEGAS retains exclusivity, if at the end of the second fiscal year during the Term, myVEGAS had incurred a net operating loss of $3 million in its first year and net operating income of $23 million in its second year, no Profit Share would be due for the first year, and a Profit Share of $[***] would be due for the second year, as follows:
(Net Loss)/Net Income | Cumulative Net Income | Profit Share | |
Year 1 | [***] | [***] | [***] |
Year 2 | [***] | [***] | [***] |
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
10.3.4. The Profit Share will be paid on or before the 90th day following the end of the relevant fiscal year.
10.4. Repurchase Right. If at any time during the Term, the aggregate number of myVEGAS registered customers who were derived from MGM marketing channels accounts for less than 25% of all then-current myVEGAS registered customers, myVEGAS will have the right to terminate the Profit Share by giving written notice to MGM and paying MGM a lump sum payment equal to ten (10) times the current Operating Profit Rate, where the “Operating Profit Rate” is the average monthly net operating income for the trailing three (3) months times the number of months remaining in the then-current term of the Agreement, but in no event less than twelve (12) months. Upon payment of the lump sum, the provisions of Section 10.2 will be deemed deleted and of no further force or effect.
11. Term. This Agreement will commence as of the date first set forth above and continue for one (1) year following the Launch/Go-Live date for the Game.
11.1. Launch/Go-Live. The “Launch/Go-Live” date is the earlier to occur of (i) the date on which the Game first becomes available online to users, or (ii) nine months following the date of this Agreement. In the event myVEGAS encounters unforeseen delays, the Launch/Go-Live date may be extended with the prior written approval of MGM, not to be unreasonably withheld.
11.2. Automatic Renewal.
11.2.1. Renewal Retaining Exclusivity.
11.2.1.1. First Renewal. So long as the Game [***] by the end of the initial term, the term will be automatically renewed for an additional two (2) years.
11.2.1.2. Second Renewal. Subsequently, so long as the Game [***], in any case during the last 12 months of the first renewal term, the term will automatically renew for an additional two (2) year period.
11.2.1.3. Additional Renewal. Subsequently, so long as the Game [***], during the last 12 months of the then-current renewal term the term will automatically renew for additional two (2) year periods.
[***].
11.2.2. Renewal Non-Exclusivity. If at any time the term is not renewed pursuant to Section 11.2.1 [***], the term will renew for an additional one-year period and myVEGAS’s rights to use the Licensed Marks and Licensed Copyrights will be deemed non-exclusive. Subsequently, so long as the Game [***], in either case during the then-current one-year renewal term, the term will automatically renew for an additional one (1) year period. [***]
11.3. Renewal/Extension by Mutual Agreement. Notwithstanding Section 11.2, the parties may renew or extend the term at any time by mutual agreement.
11.4. Termination. Either party may terminate this Agreement if the other party commits a material breach and fails to cure or remedy the breach to the reasonable satisfaction of the other party within thirty (30) days following notice of such breach.
12. Indemnification.
12.1. By myVEGAS. myVEGAS shall defend, indemnify and hold MGM harmless from and against all claims, damages, liabilities, attorneys’ fees, costs and expenses arising from or relating to: (i) the Game (including, but not limited to, the development, ownership, operation, marketing, promotion, or advertising, or play of the Game); (ii) use of the Game for the marketing purposes set forth herein; (iii) myVEGAS’ use of the Licensed Marks or Licensed Copyrights in any manner not permitted under this Agreement; (iv) myVEGAS’ disclosure of Player Data to MGM and MGM’s acquisition and use of the Player Data in a lawful manner; or (v) myVEGAS’ violation of any applicable law, in any case regardless of cause or origin.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
12.2. By MGM. MGM shall defend, indemnify and hold myVEGAS harmless from and against all claims, damages, liabilities, attorneys’ fees, costs and expenses arising from or relating to: (i) myVEGAS’s use of the Licensed Marks or Licensed Copyrights for the Licensed Use, (ii) MGM’s use of the Player Data in a manner not permitted by law, or (iii) MGM’s violation of any applicable law, in any case regardless of cause or origin.
12.3. Indemnifiable Loss. An Indemnifiable Loss means the aggregate of Losses and Litigation Expenses where:
12.3.1. “Losses” means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages to the extent permitted by applicable law), diminution in value, fines, fees and penalties or other charge, other than a Litigation Expense; and
12.3.2. “Litigation Expense” means any court filing fee, court cost, arbitration fee or cost, witness fee, and each other fee and cost of investigating and defending or asserting any claim for indemnification under this Agreement, including, without limitation, in each case, attorney’s fees, and other professional’s fees, and disbursements.
12.4. Claims Procedure. All claims for indemnification of a party entitled to indemnification under Sections 12.1 or 12.2 above (“Indemnitee”) from the party responsible under the applicable Sections above to provide such indemnification (“Indemnitor”) shall be asserted and resolved as follows:
12.4.1. In the event that any claim or demand for which Indemnitor would be liable to Indemnitee hereunder is asserted against or sought to be collected from Indemnitee by a third party, Indemnitee shall promptly notify Indemnitor in writing of such claim or demand, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (collectively the “Claim Notice”). Indemnitor shall notify Indemnitee promptly (i) whether or not Indemnitor disputes the liability of Indemnitor to Indemnitee hereunder with respect to such claim or demand and (ii) whether or not Indemnitor desires, at the sole cost and expense of Indemnitor, to defend Indemnitee against such claim or demand. Subject to Section 12.4.2 below, in the event that Indemnitor notifies Indemnitee that Indemnitor will defend Indemnitee against such claim or demand, Indemnitor shall have the right to defend by appropriate proceedings, provided that Indemnitor and its counsel (which counsel must be approved by Indemnitee, such approval not to be unreasonably withheld) shall proceed with diligence and good faith with respect thereto. If Indemnitee desires to participate in, but not control, any such defense or settlement, Indemnitee may do so at its sole cost and expense. Indemnitor shall not settle such claim or demand without prior reasonable consultation with Indemnitee and without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld).
12.4.2. If, in the reasonable opinion of Indemnitee, notice of which shall be given in writing to Indemnitor, (i) any such claim or demand described in Section 12.4.1 above seeks material prospective relief which could have a material adverse effect on the assets, liabilities, financial condition, results of operations, public image, business or business prospects of Indemnitee, or (ii) Indemnitee reasonably determines in good faith that its interests with respect to such claim or demand cannot appropriately be represented by Indemnitor, then Indemnitee shall have the right to assume control of the defense of such claim or demand and the amount of any judgment or settlement together with the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of Indemnitor hereunder; provided, however, that no settlement of such claim or demand may be made without prior reasonable consultation with Indemnitor and without the prior written consent of Indemnitor (which consent shall not be unreasonably withheld). If Indemnitee should elect to exercise the right under this Section, Indemnitor shall have the right to participate in, but not control, the defense of such claim or demand at the sole cost and expense of Indemnitor.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
12.4.3. Regardless of which party is controlling the defense of any claim, (A) both Indemnitor and Indemnitee shall act in good faith, (B) the controlling party shall deliver, or cause to be delivered, to the other party, copies of all correspondence, studies, reports, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the third-party claim or demand and with the defense of any such claim or demand, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to such claim or demand, and (C) the other party shall cooperate fully with the controlling party with respect to access to individuals, books, records, or other documentation within such other party’s direct or indirect control, if deemed necessary or appropriate by the controlling party in the defense of any claim or demand.
12.4.4. If Indemnitor does not elect under Section 12.4.1 above to defend Indemnitee, or if Indemnitor elects to defend Indemnitee but does not proceed with diligence and in good faith, then Indemnitee shall have the right to take over control of any defense and settlement of such claim or demand (and shall, so long as any legal rights are not jeopardized, notify Indemnitor not less than ten (10) days in advance of the reasons for the defense being taken over), and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of Indemnitor hereunder.
12.5. Remedies; Limitations.
12.5.1. Remedies. In no event shall either party be liable to the other party, nor shall either party be liable to any customer or Game player for any indirect or special or consequential damages (including, but not limited to, lost profits), arising out of or related to performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages, including, but not limited to.
12.5.2. THE RIGHTS AND REMEDIES PROVIDED IN SECTIONS 12.1, 12.2 and 12.5.1 ABOVE, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES.
12.6. Insurance. On or before the earlier to occur of (i) the Launch/Go-Live Date, or (ii) commercial operations (e.g. marketing or advertising, soliciting users), myVEGAS shall obtain and maintain in effect throughout the Term, at its own cost, insurance in compliance with the insurance requirements set forth in Schedule B.
13. Compliance With Laws. MyVEGAS and MGM, and their respective agents, subcontractors and employees, shall conduct all work under this Agreement in accordance with, and shall strictly adhere to, any and all applicable federal, state and local laws, rules, regulations and ordinances. MyVEGAS hereby represents and warrants to MGM that MyVEGAS has obtained, and MyVEGAS hereby covenants and agrees that MyVEGAS will, at MyVEGAS’s sole cost and expense, obtain and maintain at all times during the term of this Agreement, all necessary federal, state and local permits, licenses and approvals (including, but not limited to, any zoning or use permits) required or necessary for MyVEGAS to perform MyVEGAS’s rights and obligations hereunder.
14. Privileged Licenses. MyVEGAS hereby acknowledges that MGM, its subsidiaries and affiliates, are businesses that are, or may be, subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by MGM, MyVEGAS, and MyVEGAS’s agents, employees and subcontractors, as applicable, shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by MGM or any regulatory authority having jurisdiction over MGM or any parent company, subsidiary or affiliate of MGM. If MyVEGAS, or MyVEGAS’ agents, employees, or subcontractors, fails to satisfy such requirement or if MGM or any parent company, subsidiary or affiliate of MGM is directed to cease business with MyVEGAS, or any of MyVEGAS’ agents, employees or subcontractors, by any such authority, or if MGM shall in good faith determine, in MGM’s sole and exclusive judgment, that MyVEGAS, or any of MyVEGAS’ agents, employees, subcontractors, or representatives, (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship; either of which could or does jeopardize MGM’s business or such licenses, or those of a parent company, subsidiary or affiliate of MGM, or if any such license is threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement may be immediately terminated by MGM without any further liability from MGM to MyVEGAS. In addition, MyVEGAS hereby acknowledges that it is illegal for a denied license applicant or a revoked licensee (pursuant to the laws, rules and regulations of the Nevada gaming authorities), or a business organization under the control of a denied license applicant or a revoked licensee, to enter into, or attempt to enter into, a contract with MGM without the prior approval of the Nevada Gaming Commission. MyVEGAS hereby affirms, represents and warrants to MGM that MyVEGAS is not a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee, and MyVEGAS hereby agrees that this Agreement is subject to immediate termination by MGM, without any further liability from MGM to MyVEGAS, if MyVEGAS should become a denied license applicant, a revoked licensee or a business organization under the control of a denied license applicant or a revoked licensee.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
15. Conduct. MyVEGAS hereby acknowledges that MGM, its subsidiaries and affiliates, have a reputation for offering high quality entertainment and/or services to the public and that MGM, its subsidiaries and affiliates are subject to regulation and licensing and desire to maintain their reputation and receive positive publicity. MyVEGAS therefore agrees that throughout the Agreement, MyVEGAS and MyVEGAS’s agents, employees and subcontractors will not conduct themselves in a manner which is contrary to the best interests of, nor in any manner that adversely affects or is detrimental to, MGM, its subsidiaries or affiliates, and will not directly or indirectly make any oral, written or recorded private or public statement or comment that is disparaging, critical, defamatory or otherwise not in the best interests of MGM or MGM’s parent company, subsidiaries or affiliates. MGM shall use MGM’s good faith business judgment in determining whether MyVEGAS's conduct, or that of MyVEGAS’s agents, employees or subcontractors, adversely affects MGM, its subsidiaries or affiliates, and, upon such determination, MGM shall have the right to immediately terminate this Agreement without any further liability from MGM to MyVEGAS.
16. MGM's Stockholder Exclusion. MyVEGAS acknowledges that MGM is a publicly traded company and agrees that in the event there is any default or alleged default by MGM under this Agreement, or MyVEGAS has or may have any claims arising from or relating to this Agreement, MyVEGAS shall not commence any lawsuit or otherwise seek to impose any liability whatsoever against any person or entity in its capacity as a stockholder of MGM ("Stockholder"). MyVEGAS further agrees that MyVEGAS shall not permit any party claiming through MyVEGAS to assert a claim or impose any liability against any Stockholder (in its capacity as a Stockholder) as to any matter or thing arising out of or relating to the Agreement or any alleged breach or default by MGM.
17. Miscellaneous.
17.1. Further Assurances. Each of the parties shall execute such documents and perform such further acts as may reasonably be required or desirable to carry out or perform the provisions of this Agreement.
17.2. Authority. Each party, and the person or persons executing this Agreement on behalf of the parties, have the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
17.3. Independent Contractor. The parties to this Agreement are independent contractors, and have no other legal relationship under or in connection with this Agreement. Neither party shall be deemed to be the partner or joint venturer of the other, and, except as specifically provided herein, neither party shall have or shall hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon the other
17.4. Amendment. The parties may amend this Agreement only through a properly executed writing authorized by both parties.
17.5. Binding Effect. This Agreement is binding on the parties and their respective successors and permitted assigns.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
17.6. Assignment; Delegation. No party may assign any of its rights under this Agreement, or delegate any performance under this Agreement, in whole or in part, whether they are voluntary, involuntary, by merger, consolidation, dissolution, operation of law, or any other manner, except with the prior written consent of the other party, such consent not to be unreasonably withheld.
17.7. Third Parties. No term or provision of this Agreement is for the benefit of any person who is not a party hereto, and no such party will have any right or cause of action hereunder.
17.8. Headings. The headings in this Agreement are used only for convenience of reference and do not affect the meaning or interpretation of any provision.
17.9. Waivers. No waiver, amendment or modification, including those by custom, usage of trade, or course of dealing, of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No waiver by any party of any default in performance by the other party under this Agreement or of any breach or series of breaches by the other party of any of the terms or conditions of this Agreement shall constitute a waiver of any subsequent default in performance under this Agreement or any subsequent breach of any terms or conditions of that Agreement.
17.10. Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and will be interpreted as though such invalid or illegal provision were not a part of this Agreement. The remaining provisions will be construed to preserve the intent and purpose of this Agreement and the parties will negotiate in good faith to modify any invalidated provisions to preserve each party's anticipated benefits.
17.11. Enforcement Costs. If either party institutes an action or proceeding to enforce any rights arising under this Agreement, the party prevailing in such action or proceeding will be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be included in the judgment entered in such proceeding.
17.12. Governing Law. This Agreement must be governed by and construed in accordance with the laws of the State of Nevada, without regard to applicable conflict of law rules.
17.13. Venue. For any dispute not subject to the Dispute Resolution provision below, the parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Las Vegas, Nevada. The parties hereby waive, and agree not to claim or bring, any motion or request to move venue for forum non conveniens.
17.14. Counterparts. This Agreement may be executed in several counterparts, all of which taken together constitute a single agreement between the parties.
17.15. Facsimile and Electronic Signatures. Signatures received via facsimile or other electronic means, including in a digitally produced format (.tif, .pdf, .doc, .gif, etc.), will be deemed originals, unless otherwise expressly set forth in a clear and conspicuous manner elsewhere on the page or file that contains the facsimile or electronic signature.
17.16. Dispute Resolution. The Parties agree that in the event of a dispute arising from this Agreement, the aggrieved party shall give written notice of the dispute to the non-complying party. Upon receipt of such notice, unless the dispute involves the infringement of intellectual property rights or an act or omission for which equitable relief could be granted, the parties will negotiate in good faith to resolve the dispute for at least a seven-day period following notice to the non-complying party. If such discussions fail to produce a resolution to the dispute and if the dispute does not involve the infringement of intellectual property rights, the dispute shall be settled by binding arbitration under the commercial expedited arbitration rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules then prevailing. The arbitration shall be held in Las Vegas, Nevada. The filing cost and arbitrator fees will be borne equally by the parties unless otherwise determined by the arbitrator. All other costs and fees incurred by either party in preparation for, investigation of, or prosecution of, mediation or arbitration, will be the responsibility of the party incurring the cost or fee unless otherwise determined by the mediator or arbitrator.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
17.17. Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.
17.18. Entire Agreement. The parties acknowledge that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth in this section. This Agreement (including exhibits, schedules, attachments, or any addendum to this Agreement) constitutes the entire understanding and obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, writings, or understandings, whether oral or written.
17.19. Notices. All notices hereunder shall be in writing, and shall be given personally, by facsimile, certified mail or by overnight courier to the persons and the addresses set forth below. Notice will be deemed received upon: (i) receipt of a facsimile report of the notice sent to the fax number below, without errors, if sent via facsimile; (ii) receipt of the return receipt request notice if sent via certified mail; or (iii) receipt of a delivery report, whether written or electronic, that the notice sent via courier was delivered to the address below;
If to MGM, to:
MGM Resorts International 3600 Las Vegas Boulevard South Fax: ________________ Attn: Bill Hornbuckle |
If to _____________ to:
myVEGAS LLC 3883 Howard Hughes Pkwy, 8th Floor Las Vegas, NV 89169 Fax: ________________ Attn: Andrew Pascal, CEO |
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
The undersigned have executed this Agreement as of the day and year first above written as authorized officers or signatories of the relevant party.
myVEGAS LLC | |
/s/ Andrew S. Pascal | |
Andrew Pascal, CEO | |
incuBET, Inc. (agreeing to Sections 10.1 and 10.2) | |
/s/ Andrew S. Pascal | |
Andrew Pascal, CEO | |
MGM Resorts International | |
/s/ Bill Hornbuckle | |
Bill Hornbuckle, Chief Marketing Officer |
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
SCHEDULE A
GAME DESCRIPTION
Game Description. The Game will be designed and executed to creative and production standards that are consistent with those reflected in the 'Style Guide.' In addition, myVEGAS will employ technologies and practices that enable a standard of execution and performance that reflects positively on MGM. The game will be a role-playing, resource management game wherein players assume the role of a casino mogul and create their versions of their favorite Las Vegas resorts. The casinos will be populated with games that leverage the social and community aspects of social networks. Virtual currency will be used as the means for transacting in the game. Players can earn or purchase more virtual currency to extend their play experience.
In-Game Experiences. The in-game experiences will include but not be limited to traditional casino games, bingo, lottery style games, tournaments, community/Team-based competitions, and similar games and activities.
Distribution Channels. The game will be accessible by players directly at www.myvegas.com. myVEGAS intends to enter into agreements with online social sites to offer access to the Game (e.g. Facebook, MySpace), and to develop iOS and Android mobile devices applications for access to the Game from smartphones and other mobile devices.
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
SCHEDULE B
INSURANCE REQUIREMENTS
These insurance requirements protect MGM Resorts International and its Affiliated Companies (as defined below), including its Affiliated Company that is a party to the agreement to which these requirements are attached (such party, the “MGM Resorts Contracting Party,” and, such agreement, the “Agreement”).
A. Coverage. Without limiting your liability to the MGM Resorts Contracting Party and its Affiliated Companies, during the Term, you, at your sole cost and expense, shall carry and maintain insurance coverage and policies reasonably satisfactory to the MGM Resorts Contracting Party. You shall require each of your subcontractors to adhere to these same requirements or insure the activities of your subcontractors in your insurance policies. You shall be solely responsible for, and required to remedy all, damage or loss to any property caused in whole or in part by you, your subcontractor(s), or anyone employed, directed, or supervised by you. The required insurance coverage shall be issued by an insurance company or companies with a current A.M. Best Company rating of at least A-: VII. The minimum coverage required of you is as follows:
Type of Coverage | Requirements |
Commercial General & Umbrella or Excess Liability Insurance | Covering all operations (including products, completed operations and personal injury), and including blanket contractual with combined single limits of at least US $3,000,000 per occurrence/aggregate for broad form property damage and bodily injury (including death). These limits may be made up of one or more policies totaling the required limits; however, any umbrella or excess liability policies must follow the form of the Commercial General Liability policy. |
Workers’ Compensation & Employers Liability Insurance | Limits as required by statute in the state(s) where work is performed and covering all of your personnel performing work in connection with the Agreement. Employers Liability in an amount not less than US $1,000,000 each accident and each employee for disease. |
Privacy and Network Security Liability Insurance | US $5,000,000 including cover for liabilities and loss arising from system attacks, denial or loss of service attacks, spread of malicious code, unauthorized access and use of computer systems, unauthorized access and unauthorized use of private information, loss disclosure and theft of private information. |
Media Professional Liability | US $5,000,000 per occurrence/aggregate including cover for intellectual property infringement, (including copyright, patent, trademark infringement and software copyright infringement), advertising and content offenses, defamation and contractual liability. If coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptance of the deliverables. |
B. Additional Insured. The required commercial general liability, umbrella or excess liability and media professional insurance policies shall name the MGM Resorts Contracting Party and its Affiliated Companies and their respective directors, officers and employees as additional insureds and include contractual liability coverage for the indemnity provisions contained in the Agreement. The additional insured status shall apply to the full limits of liability purchased by you even if those limits of liability are in excess of those required by this Agreement. “Affiliated Companies” shall mean parents, subsidiaries, partnerships, joint ventures and other affiliates. Your insurance shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of the insurer’s liability. The policies shall not exclude claims made against the insured by an additional insured.
C. Certificates of Insurance. Prior to the commencement of any work, or performance pursuant to this Agreement and at least ten (10) days prior to the expiration of each insurance policy, you shall furnish the MGM Resorts Contracting Party with certificate(s) of insurance evidencing the required insurance coverage and referencing the Agreement. Each certificate will include a provision requiring the insurance carrier to provide directly to the MGM Resorts International Risk Management Department, at 3260 Industrial Rd., Bldg B, Las Vegas, NV 89109-1132, and to the MGM Resorts Contracting Party at the address shown in the notices section of the Agreement, if any, thirty (30) days advance written notice before any termination, cancellation, or other material change to the policies shown on the certificate takes effect, regardless of whether such action was initiated by you, other insured or the insurance carrier. For avoidance of doubt, a “material change” in the policy shall mean a change that would result in your non-compliance with a material provision of these insurance requirements.
D. Primacy of Your Coverage. The insurance coverage and limits you are required to maintain hereunder shall be primary to any insurance coverage maintained by the MGM Resorts Contracting Party, its Affiliated Companies and their respective directors, officers, and employees which shall be excess and non-contributory. All policies must include waivers of subrogation by the insurers in favor of the MGM Resorts Contracting Party, its Affiliated Companies, and their respective directors, officers and employees. You shall require each subcontractor you retain in connection with the services to be provided under the Agreement to adhere to the same insurance requirements as stated herein and agree in writing to waive any and all rights of subrogation that it may have against the MGM Resorts Contracting Party, its Affiliated Companies, and their respective directors, officers and employees. Your policies of insurance shall all provide for such waivers by endorsement or otherwise, and shall incorporate such waivers on all certificates of insurance.
E. Insurance Requirements Are Not Limits. The foregoing requirements and any approval or waiver of said insurance by the MGM Resorts Contracting Party are not intended to and will not in any manner limit or qualify your liabilities, whether imposed by applicable law or assumed pursuant to the Agreement, including but not limited to the provisions concerning indemnification. The MGM Resorts Contracting Party in no way warrants that the minimum limits contained herein are sufficient to protect you from liabilities that might arise out of the performance of the work under the Agreement by you or your agents, representatives, employees or subcontractors, and you are free to purchase such additional insurance as may be determined necessary.
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Acies Acquisition Corp. (the “Company”) on Amendment No.1 to Form S-4 (File No. 333-253135) of our report dated March 25, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Acies Acquisition Corp. as of December 31, 2020 and for the period from August 14, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
March 26, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-4 of our report dated March 26, 2021, relating to the financial statements of PlayStudios, Inc. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Las Vegas, NV
March 26, 2021
1
Exhibit 99.1
FOR THE EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF
ACIES Acquisition Corp.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
C
|
The undersigned hereby appoints Edward King and Daniel Fetters (the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote (the “Shares”) at the extraordinary general meeting of Acies Acquisition Corp., a Cayman Islands exempted company (“Acies”) to be held at , Eastern time on , 2021, at the offices of Latham & Watkins LLP, located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021, and at any adjournments thereof. The Shares shall be voted as indicated with respect to the proposals listed below hereof and in the Proxies’ discretion on such other matters as may properly come before the extraordinary general meeting or any adjournments thereof.
The undersigned acknowledges receipt of the accompanying proxy statement/prospectus and revokes all prior proxies for said extraordinary general meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL NOS. 1, 2, 3 (INCLUDING EACH OF THE SUB-PROPOSALS), 4, 5, 6, 7, 8, 9 AND 10.
The notice of the extraordinary general meeting and accompanying proxy statement are available at https://www.cstproxy.com/aciesacq/sm2021. The proxy statement contains important information regarding each of the proposals listed below. You are encouraged to read the proxy statement carefully. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. |
ACIES Acquisition Corp. – THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 1, 2, 3 (including each of the sub-proposals), 4, 5, 6, 7, 8, 9 and 10. | Please mark vote as indicated in this ☒ example | |||
(1) | The Business Combination Proposal—to consider and vote upon a proposal to approve by ordinary resolution and adopt the agreement and plan of merger, dated as of February 1, 2021 (as may be amended and/or restated from time to time, the “Merger Agreement”), by and among Acies, PlayStudios, Inc., a Delaware corporation (“PLAYSTUDIOS”), Catalyst Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), and Catalyst Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), a copy of which is attached to the proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of First Merger Sub with and into PLAYSTUDIOS, (“First Merger”) with PLAYSTUDIOS surviving the First Merger as a wholly owned subsidiary of Acies (“Surviving Corporation”), and immediately following the First Merger, the Surviving Corporation will merge with and into the Second Merger Sub (the “Second Merger”, and together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (the “Business Combination Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(2) | The Domestication Proposal—to consider and vote upon a proposal to approve by special resolution, the change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”, and together with the Mergers, and the other transactions contemplated by the Merger Agreement and the documents related thereto, the “Business Combination”) (the “Domestication Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(3) | The Organizational Documents Proposals—to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by ordinary resolutions, save for the Organization Documents Proposal D, which requires a special resolution, the following material differences between Acies’ Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Acies Acquisition Corp. (a corporation incorporated in the State of Delaware, and upon the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “PLAYSTUDIOS, Inc.” in connection with the Business Combination (Acies after the Domestication, including after such change of name, is referred to herein as “New PLAYSTUDIOS”): | |||
(a) to authorize the change in the authorized share capital of Acies from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Acies Class A ordinary shares”) and 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Acies Class B ordinary shares” and, together with the Class A ordinary shares the “ordinary shares”), to shares of Class A common stock of New PLAYSTUDIOS, par value $0.0001 per share (the “New PLAYSTUDIOS Class A common stock”) shares of Class B common stock of New PLAYSTUDIOS, par value $0.0001 per share (the “New PLAYSTUDIOS Class B common stock”, and together with the New PLAYSTUDIOS Class A common stock, the “New PLAYSTUDIOS common stock”) and shares of preferred stock of New PLAYSTUDIOS (the “New PLAYSTUDIOS preferred stock”) (the “Organizational Documents Proposal A”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |
(b) to authorize the board of directors of New PLAYSTUDIOS (the “New PLAYSTUDIOS Board of Directors”) to issue any or all shares of New PLAYSTUDIOS preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL (the “Organizational Documents Proposal B”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |
(c) to provide that New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms (the “Organizational Documents Proposal C”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |
(d) to authorize, by way of special resolution, all other changes in connection with the amendment, restatement and replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex I and Annex J, respectively), including (1) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.,” (2) making New PLAYSTUDIOS’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the federal district courts for certain litigation under the Securities Act, and (4) removing certain provisions related to Acies’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the board of directors of Acies believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination (the “Organizational Documents Proposal D”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ | |
(4) | The Director Election Proposal—to consider and vote upon a proposal to approve by ordinary resolution, to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS (the “Director Election Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(5) | The Merger Proposal—to consider and vote upon a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of New PLAYSTUDIOS common stock to the PLAYSTUDIOS stockholders pursuant to the terms of the Merger Agreement (the “Merger Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(6) | The PIPE Issuance Proposal—to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of New PLAYSTUDIOS common stock to certain investors (collectively, the "PIPE Investors"), for a total aggregate purchase price of up to $250.0 million (the "PIPE Investment") (the "PIPE Issuance Proposal"); | FOR ¨ |
AGAINST ¨ |
ABSTAIN ¨ |
(7) | The Incentive Award Plan Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the New PLAYSTUDIOS 2021 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to the proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan (the “Incentive Plan Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
2
(8) | The ESPP Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the New PLAYSTUDIOS Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP (the “ESPP Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(9) | The Auditor Ratification Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the ratification of the appointment of Marcum LLP as the independent registered public accountants of Acies to audit and report upon Acies’ consolidated financial statements for the fiscal year ending December 31, 2021 (the “Auditor Ratification Proposal”); | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
(10) |
The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
Dated: , 2021 | |
(Signature) | |
(Signature if held Jointly) | |
When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partners, please sign in partnership name by an authorized person. |
3
Exhibit 99.2
CONSENT OF HOULIHAN LOKEY CAPITAL, INC.
March 26, 2021
Acies Acquisition Corp.
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
Attn: Board of Directors
RE: | Proxy Statement / Prospectus of Acies Acquisition Corp. (“Acies”) which forms part of Amendment No. 1 to the Registration Statement on Form S-4 of Acies (the “Registration Statement”). |
Dear Members of the Board of Directors:
Reference is made to our opinion letter (“opinion”), dated January 31, 2021, to the Board of Directors (the “Board”) of Acies. We understand that Acies has determined to include our opinion in the Proxy Statement / Prospectus of Acies (the “Proxy Statement/Prospectus”) included in the above referenced Amendment No. 1 to the Registration Statement.
Our opinion was provided for the Board (in its capacity as such) in connection with its consideration of the transaction contemplated therein and may not be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except, in each instance, in accordance with our prior written consent. In that regard, we hereby consent to the reference to our opinion in the Proxy Statement/Prospectus included in Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission as of the date hereof under the captions “SUMMARY OF THE PROXY STATEMENT/PROSPECTUS—Opinion of the Financial Advisor to Acies,” “BUSINESS COMBINATION PROPOSAL—Background to the Business Combination,” “BUSINESS COMBINATION PROPOSAL—Acies Board of Directors’ Reasons for the Business Combination” and “BUSINESS COMBINATION PROPOSAL—Opinion of the Financial Advisor to Acies” and to the inclusion of our opinion as Annex K to the Proxy Statement / Prospectus. Notwithstanding the foregoing, it is understood that this consent is being delivered solely in connection with the filing of the above-mentioned Amendment No. 1 to the Registration Statement as of the date hereof and that our opinion is not to be filed with, included in or referred to in whole or in part in any registration statement (including any other amendments to the above-mentioned Registration Statement), proxy statement or any other document, except, in each instance, in accordance with our prior written consent.
In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
HOULIHAN LOKEY CAPITAL, INC.
/s/ Houlihan Lokey Capital, Inc.
Exhibit 99.4
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Acies Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the "Registration Statement"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement as a person who has agreed to serve as a director of New PLAYSTUDIOS (as defined in the Registration Statement), and to the inclusion of my biographical information in the Registration Statement. I also consent to the filing of this consent as an exhibit to the Registration Statement.
/s/ William Hornbuckle | ||
Name: | William Hornbuckle | |
Date: | 03/20/2021 |
Exhibit 99.5
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Acies Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement as a person who has agreed to serve as a director of New PLAYSTUDIOS (as defined in the Registration Statement), and to the inclusion of my biographical information in the Registration Statement. I also consent to the filing of this consent as an exhibit to the Registration Statement.
/s/ Joseph Horowitz | ||
Name: | Joseph Horowitz | |
Date: | 3/22/2021 |
Exhibit 99.6
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Acies Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the "Registration Statement"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), I hereby consent pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement as a person who has agreed to serve as a director of New PLAYSTUDIOS (as defined in the Registration Statement), and to the inclusion of my biographical information in the Registration Statement. I also consent to the filing of this consent as an exhibit to the Registration Statement.
/s/ Jason Krikorian | ||
Name: | Jason Krikorian | |
Date: | 3/20/2021 |
Exhibit 99.7
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Acies Acquisition Corp. of the Registration Statement on Form S-4, and in all subsequent amendments and post-effective amendments or supplements thereto (together with all such amendments and supplements, the “Registration Statement”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement as a person who has agreed to serve as a director of New PLAYSTUDIOS (as defined in the Registration Statement), and to the inclusion of my biographical information in the Registration Statement. I also consent to the filing of this consent as an exhibit to the Registration Statement.
/s/ Judy K. Mencher | ||
Name: | Judy K. Mencher | |
Date: | 3/21/2021 |
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