|
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 |
| | |
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(1) | | | | | | $ | 11.07(2) | | | | | | $ | 1,633,944,619.80 | | | | | | $ | 178,263.36 | | |
Class B common stock, par value $0.0001 per share
|
| | | | | 22,555,108(3) | | | | | | $ | 11.07(2) | | | | | | $ | 249,685,045.56 | | | | | | $ | 27,240.64 | | |
Redeemable Warrants
|
| | | | | 7,175,000(4) | | | | | | $ | 2.73(5) | | | | | | $ | 19,587,750.00 | | | | | | $ | 2,137.03 | | |
Class A common stock, par value $0.0001 per share
|
| | | | | 7,175,000(6) | | | | | | $ | 11.50(7) | | | | | | $ | 82,512,500.00 | | | | | | $ | 9,002.12 | | |
Class A common stock, par value $0.0001 per share
|
| | | | | 22,555,108(8) | | | | | | | — | | | | | | | — | | | | | | | —(9) | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 1,985,729,915.36 | | | | | | $ | 216,643.15 | | |
|
Daniel Fetters
|
| |
Edward King
|
|
| Co-Chief Executive Officer | | | Co-Chief Executive Officer | |
Clause
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Page
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| | | | 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 | | | | | | 16.5% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | —% | | | | | | | ||||||||
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.5% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | | | | | | ||||||||
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 63,041,235 | | | | | | 48.3% | | | | | | 14.2% | | | | | | 74,166,159 | | | | | | 60.7% | | | | | | 15.1% | | | | | | | ||||||||
Founder Group(3)
|
| | | | 16,482,910 | | | | | | 12.6% | | | | | | 74.5% | | | | | | 19,391,659 | | | | | | 15.9% | | | | | | 79.2% | | | | | | | ||||||||
PIPE Investors
|
| | | | 25,000,000 | | | | | | 19.1% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.4% | | | | | | 5.1% | | | | | | | ||||||||
Pro forma New PLAYSTUDIOS common stock at September 30, 2020
|
| | | | 130,580,395 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 122,281,880 | | | | | | 100.0% | | | | | | 100.0% | | | | | | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares
(Organizational Documents Proposal A) |
| | The Cayman Constitutional Documents authorize 550,000,000 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 shares, consisting of shares of New PLAYSTUDIOS Class A common stock, shares of New PLAYSTUDIOS Class B common stock and 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 common stock will be entitled to cast 20 votes per share of New PLAYSTUDIOS Class B common stock. Except as | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
| | | | | | 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 Acies’ Amended and Restated Memorandum of Association. | | | 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 Acies’ Amended and Restated Articles of Association). | | | The Proposed Organizational Documents authorize the New PLAYSTUDIOS Board of Directors 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 Acies’ Amended and Restated Memorandum of Association and Articles 3 and 17 of Acies’ Amended and Restated Articles of Association. | | | 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 of directors shall be composed of three classes. | | | The Proposed Organizational Documents provide that the New PLAYSTUDIOS Board be declassified with all directors being elected each year for one-year terms. | |
| | | See Article 27 of Acies’ Amended and Restated Articles of Association. | | | See Article Sixth, subsection 3 of the Proposed Certificate of Incorporation. | |
Corporate Name
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents provide the name of the company is “Acies Acquisition Corp.” | | | The Proposed Organizational Documents provide that the name of the corporation will be “PLAYSTUDIOS, Inc.” | |
| | | See paragraph 1 of Acies’ Amended and Restated Memorandum of Association. | | | 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) by | | | The Proposed Organizational Documents do not include any provisions relating to New PLAYSTUDIOS’ ongoing existence; the default under the DGCL will | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational 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. | | | make New PLAYSTUDIOS’ existence perpetual. | |
| | | See Article 49 of Acies’ Amended and Restated Articles of Association. | | | 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 Mergers, as Acies will cease to be a blank check company at such time. | |
| | | See Article 49 of Acies’ Amended and Restated Articles of Association. | | | | |
| | |
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 | | | | | | 16.5% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | —% | | | | | | | ||||||||
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.5% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | | | | | | ||||||||
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 63,041,235 | | | | | | 48.3% | | | | | | 14.2% | | | | | | 74,166,159 | | | | | | 60.7% | | | | | | 15.1% | | | | | | | ||||||||
Founder Group(3)
|
| | | | 16,482,910 | | | | | | 12.6% | | | | | | 74.5% | | | | | | 19,391,659 | | | | | | 15.9% | | | | | | 79.2% | | | | | | | ||||||||
PIPE Investors
|
| | | | 25,000,000 | | | | | | 19.1% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.4% | | | | | | 5.1% | | | | | | | ||||||||
Pro forma New PLAYSTUDIOS common stock at September 30,
2020 |
| | | | 130,580,395 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 122,281,880 | | | | | | 100.0% | | | | | | 100.0% | | | | | | |
Sources
|
| |
Uses
|
| ||||||||||||
($ in thousands)
|
| | | | | | | | | | ||||||
| | | | | | | | | | |||||||
Cash and investments held in trust account(1)
|
| | | $ | 215,250 | | | |
Cash to PLAYSTUDIOS stockholders
|
| | | $ | 140,337 | | |
PIPE Investment(2)
|
| | | $ | 250,000 | | | |
Cash to balance sheet
|
| | | $ | 266,251 | | |
| | | | | — | | | |
Transaction expenses(3)
|
| | | $ | 58,662 | | |
Total sources
|
| | | $ | 465,250 | | | |
Total uses
|
| | | $ | 465,250 | | |
(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 | | | | | | | | | | | | | |
Nine Months Ended September 30, 2020 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 205,883 | | | | | $ | 205,883 | | |
Net income
|
| | | $ | 23,554 | | | | | $ | 23,554 | | |
Class A Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 113,197,485 | | | | | | 101,990,221 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 120,970,515 | | | | | | 109,763,251 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.18 | | | | | $ | 0.19 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.17 | | | | | $ | 0.18 | | |
Class B Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 16,482,910 | | | | | | 19,391,659 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 17,843,673 | | | | | | 20,752,422 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.18 | | | | | $ | 0.19 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.17 | | | | | $ | 0.18 | | |
(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, 2019 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 239,421 | | | | | $ | 239,421 | | |
Net income
|
| | | $ | 5,062 | | | | | $ | 4,875 | | |
Class A Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 113,197,485 | | | | | | 101,990,221 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 117,196,604 | | | | | | 105,989,340 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.04 | | | | | $ | 0.04 | | |
Class B Common Stock | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 16,482,910 | | | | | | 19,391,659 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 17,176,217 | | | | | | 20,084,966 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.04 | | | | | $ | 0.04 | | |
Summary Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | |
Balance Sheet Data as of September 30, 2020 | | | | | | | | | | | | | |
Total assets
|
| | | $ | 375,815 | | | | | $ | 300,902 | | |
Total liabilities
|
| | | $ | 22,248 | | | | | $ | 22,248 | | |
Total stockholders’ equity
|
| | | $ | 353,567 | | | | | $ | 278,654 | | |
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 | | |
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 shares, consisting of shares of New PLAYSTUDIOS common stock and 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 common stock will be entitled to cast 20 votes per share of New | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
| | | | | | 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. | |
| | | See paragraph 1 of the Existing Memorandum. | | | See Article First of the Proposed Certificate of Incorporation. | |
| | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
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
|
| | | |
| |
|
| |
| |
|
| |
| |
|
| |
| |
|
|
(in dollars, except share data)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||
Cash consideration(1)(3)
|
| | | $ | 140,336,730 | | | | | $ | — | | |
Shares transferred at closing(2)
|
| | | | 79,524,145 | | | | | | 93,557,818 | | |
Value per share
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Share consideration
|
| | | $ | 795,241,450 | | | | | $ | 935,578,180 | | |
Total consideration
|
| | | $ | 935,578,180 | | | | | $ | 935,578,180 | | |
Shares of New PLAYSTUDIOS common stock underlying vested options(3)
|
| | | | 10,542,182 | | | | | | 10,542,182 | | |
Value per share
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
| | | | $ | 105,421,820 | | | | | $ | 105,421,820 | | |
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 | | | | | | 16.5% | | | | | | 4.9% | | | | | | — | | | | | | — | | | | | | —% | | | | | | | ||||||||
Sponsor(1)(2) | | | | | 4,531,250 | | | | | | 3.5% | | | | | | 0.8% | | | | | | 3,724,062 | | | | | | 3.0% | | | | | | 0.6% | | | | | | | ||||||||
PLAYSTUDIOS stockholders (excluding Founder Group)(3)
|
| | | | 63,041,235 | | | | | | 48.3% | | | | | | 14.2% | | | | | | 74,166,159 | | | | | | 60.7% | | | | | | 15.1% | | | | | | | ||||||||
Founder Group(3)
|
| | | | 16,482,910 | | | | | | 12.6% | | | | | | 74.5% | | | | | | 19,391,659 | | | | | | 15.9% | | | | | | 79.2% | | | | | | | ||||||||
PIPE Investors
|
| | | | 25,000,000 | | | | | | 19.1% | | | | | | 5.6% | | | | | | 25,000,000 | | | | | | 20.4% | | | | | | 5.1% | | | | | | | ||||||||
Pro forma New PLAYSTUDIOS common stock at September 30, 2020
|
| | | | 130,580,395 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 122,281,880 | | | | | | 100.0% | | | | | | 100.0% | | | | | | |
| | |
As of
September 30, 2020 |
| | | | | | | |
As Adjusted
September 30, 2020 |
| |
As of
September 30, 2020 |
| | | | | | | |
No Redemption
Scenario |
| |
Maximum Redemption Scenario
|
| |||||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Acies Acquisition
Corp. Adjustments (Note 2) |
| |
Acies Acquisition
Corp. (Adjusted) |
| |
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
|
| | | $ | 143 | | | | | $ | 4,036 | | | | | $ | 4,179 | | | | | $ | 42,816 | | | | | $ | — | | | | | $ | 215,250 | | | |
(C)
|
| | | $ | 293,728 | | | | | $ | (215,250) | | | |
(O)
|
| | | $ | 218,815 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,534) | | | |
(D)
|
| | | | | | | | | | 140,337 | | | |
(P)
|
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (140,337) | | | |
(F)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (20,000) | | | |
(H)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5,000) | | | |
(I)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,500) | | | |
(J)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 250,000 | | | |
(K)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (27,213) | | | |
(L)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (15,933) | | | |
(M)
|
| | | | | | | | | | | | | | | | | | | | | |
Receivables
|
| | | | — | | | | | | — | | | | | | — | | | | | | 23,571 | | | | | | — | | | | | | | | | | | | | | | 23,571 | | | | | | | | | | | | | | | 23,571 | | |
Prepaid expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,973 | | | | | | 751 | | | | | | | | | | | | | | | 3,724 | | | | | | | | | | | | | | | 3,724 | | |
Other current assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,349 | | | | | | — | | | | | | (879) | | | |
(L)
|
| | | | 1,470 | | | | | | | | | | | | | | | 1,470 | | |
Prepaid assets
|
| | | | — | | | | | | 751 | | | | | | 751 | | | | | | — | | | | | | (751) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Total current assets
|
| | | | 143 | | | | | | 4,787 | | | | | | 4,930 | | | | | | 71,709 | | | | | | — | | | | | | 245,854 | | | | | | | | | 322,493 | | | | | | (74,913) | | | | | | | | | 247,580 | | |
Non-current Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Security deposit
|
| | | | 3 | | | | | | — | | | | | | 3 | | | | | | — | | | | | | (3) | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Deferred offering costs
|
| | | | 125 | | | | | | (125) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash held in Trust Account
|
| | | | — | | | | | | 215,250 | | | | | | 215,250 | | | | | | — | | | | | | | | | | | | (215,250) | | | |
(C)
|
| | | | | | | | | | | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 6,515 | | | | | | — | | | | | | | | | | | | | | | 6,515 | | | | | | | | | | | | | | | 6,515 | | |
Internal-use software, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 35,849 | | | | | | — | | | | | | | | | | | | | | | 35,849 | | | | | | | | | | | | | | | 35,849 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,059 | | | | | | — | | | | | | | | | | | | | | | 5,059 | | | | | | | | | | | | | | | 5,059 | | |
Intangibles, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,736 | | | | | | — | | | | | | | | | | | | | | | 1,736 | | | | | | | | | | | | | | | 1,736 | | |
Deferred income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,252 | | | | | | | | | | | | | | | | | | | | | 2,252 | | | | | | | | | | | | | | | 2,252 | | |
Other long-term assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,908 | | | | | | 3 | | | | | | | | | | | | | | | 1,911 | | | | | | | | | | | | | | | 1,911 | | |
Total non-current assets
|
| | | | 128 | | | | | | 215,125 | | | | | | 215,253 | | | | | | 53,319 | | | | | | — | | | | | | (215,250) | | | | | | | | | 53,322 | | | | | | — | | | | | | | | | 53,322 | | |
Total Assets
|
| | | $ | 271 | | | | | $ | 219,912 | | | | | $ | 220,183 | | | | | $ | 125,028 | | | | | $ | — | | | | | $ | 30,064 | | | | | | | | $ | 375,815 | | | | | $ | (74,913) | | | | | | | | $ | 300,902 | | |
| | |
As of
September 30, 2020 |
| | | | | | | |
As Adjusted
September 30, 2020 |
| |
As of
September 30, 2020 |
| | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| ||||||||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Acies Acquisition
Corp. Adjustments (Note 2) |
| |
Acies Acquisition
Corp. (Adjusted) |
| |
Playstudios, Inc.
(Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses.
|
| | | $ | — | | | | | $ | 1 | | | | | $ | 1 | | | | | $ | — | | | | | $ | (1) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Accrued offering costs
|
| | | | 5 | | | | | | 73 | | | | | | 78 | | | | | | — | | | | | | (78) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Due to Sponsor
|
| | | | — | | | | | | 2,621 | | | | | | 2,621 | | | | | | — | | | | | | (2,621) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Promissary note – related party
|
| | | | 258 | | | | | | 21 | | | | | | 279 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 279 | | | | | | | | | | | | | | | 279 | | |
Accounts payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,622 | | | | | | 2,622 | | | | | | | | | | | | | | | | | | 6,244 | | | | | | | | | | | | | | | 6,244 | | |
Accrued liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,729 | | | | | | 78 | | | | | | (300) | | | | | | (H) | | | | | | 9,110 | | | | | | | | | | | | | | | 9,110 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (397) | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities
|
| | | | 263 | | | | | | 2,716 | | | | | | 2,979 | | | | | | 13,351 | | | | | | — | | | | | | (697) | | | | | | | | | | | | 15,633 | | | | | | — | | | | | | | | | 15,633 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-current Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 7,534 | | | | | | 7,534 | | | | | | — | | | | | $ | (7,534) | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Minimum guarantee liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | 350 | | | | | | — | | | | | | | | | | | | | | | | | | 350 | | | | | | | | | | | | | | | 350 | | |
Deferred income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,911 | | | | | | — | | | | | | | | | | | | | | | | | | 4,911 | | | | | | | | | | | | | | | 4,911 | | |
Other long-term liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,354 | | | | | | 7,534 | | | | | | (7,534) | | | | | | (D) | | | | | | 1,354 | | | | | | | | | | | | | | | 1,354 | | |
Total non-current liabilities
|
| | | | — | | | | | | 7,534 | | | | | | 7,534 | | | | | | 6,615 | | | | | | — | | | | | | (7,534) | | | | | | | | | | | | 6,615 | | | | | | — | | | | | | | | | 6,615 | | |
Total liabilities
|
| | | | 263 | | | | | | 10,250 | | | | | | 10,513 | | | | | | 19,966 | | | | | | — | | | | | | (8,231) | | | | | | | | | | | | 22,248 | | | | | | — | | | | | | | | | 22,248 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to
possible redemption |
| | | | — | | | | | | 204,670 | | | | | | 204,670 | | | | | | — | | | | | | | | | | | | (204,670) | | | | | | (B) | | | | | | — | | | | | | | | | | | | | | | — | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Class B Ordinary shares
|
| | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | — | | |
| | |
As of
September 30, 2020 |
| | | | | | | |
As Adjusted
September 30, 2020 |
| |
As of
September 30, 2020 |
| | | | | | | |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp. (Historical) |
| |
Acies Acquisition
Corp. Adjustments (Note 2) |
| |
Acies Acquisition
Corp. (Adjusted) |
| |
Playstudios, Inc.
(Historical) |
| |
Reclassification
Adjustments |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
Common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11 | | | | | | — | | | | | | (2) | | | | | | (F) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (9) | | | | | | (G) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Preferred stock
|
| | | | — | | | | | | — | | | | | | | | | | | | 8 | | | | | | — | | | | | | (1) | | | | | | (F) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7) | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | (A) | | | | | | 11 | | | | | | (2) | | | | | | (O) | | | | | | 10 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | | | | | (B) | | | | | | | | | | | | 1 | | | | | | (P) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B Common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | (G) | | | | | | 2 | | | | | | — | | | | | | (P) | | | | | | 2 | | |
Additional paid-in capital
|
| | | | 24 | | | | | | 5,022 | | | | | | 5,046 | | | | | | 70,282 | | | | | | — | | | | | | 204,668 | | | | | | (B) | | | | | | 329,472 | | | | | | (215,248) | | | | | | (O) | | | | | | 254,804 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (47) | | | | | | (E) | | | | | | | | | | | | 140,336 | | | | | | (P) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (140,334) | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (19,700) | | | | | | (H) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 249,997 | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (27,583) | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (14,415) | | | | | | (M) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,549 | | | | | | (N) | | | | | | | | | | | | 244 | | | | | | (N) | | | | | | | | |
Retained earnings (accumulated
deficit) |
| | | | (17) | | | | | | (30) | | | | | | (47) | | | | | | 34,566 | | | | | | — | | | | | | 47 | | | | | | (E) | | | | | | 23,887 | | | | | | | | | | | | | | | | | | 23,643 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5,000) | | | | | | (I) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,500) | | | | | | (J) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (112) | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,518) | | | | | | (M) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,549) | | | | | | (N) | | | | | | | | | | | | (244) | | | | | | (N) | | | | | | | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 195 | | | | | | — | | | | | | | | | | | | | | | | | | 195 | | | | | | — | | | | | | | | | | | | 195 | | |
Total stockholders’ equity
(deficit) |
| | | | 8 | | | | | | 4,992 | | | | | | 5,000 | | | | | | 105,062 | | | | | | — | | | | | | 243,505 | | | | | | | | | | | | 353,567 | | | | | | (74,913) | | | | | | | | | | | | 278,654 | | |
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY |
| | | $ | 271 | | | | | $ | 219,912 | | | | | $ | 220,183 | | | | | $ | 125,028 | | | | | $ | — | | | | | | 30,604 | | | | | | | | | | | | 375,815 | | | | | | (74,913) | | | | | | | | | | | | 300,902 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the Period from
August 14, 2020 (inception) to September 30, 2020 |
| |
For the
Nine Months ended September 30, 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 |
| |||||||||||||||||||||
Net revenues
|
| | |
$
|
—
|
| | | |
$
|
205,883
|
| | | |
|
—
|
| | | |
$
|
—
|
| | | |
$
|
205,883
|
| | | |
$
|
—
|
| | | |
$
|
205,883
|
| |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | |
|
—
|
| | | | | 70,199 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 70,199 | | | | |
|
—
|
| | | | | 70,199 | | |
Selling and marketing
|
| | |
|
—
|
| | | | | 41,232 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 41,232 | | | | |
|
—
|
| | | | | 41,232 | | |
General and administrative
|
| | |
|
—
|
| | | | | 13,883 | | | | | | 17 | | | | |
|
—
|
| | | | | 13,900 | | | | |
|
—
|
| | | | | 13,900 | | |
Research and development
|
| | |
|
—
|
| | | | | 35,942 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 35,942 | | | | | | | | | | | | 35,942 | | |
Depreciation and amortization
|
| | |
|
—
|
| | | | | 16,405 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 16,405 | | | | | | | | | | | | 16,405 | | |
Formation operating costs
|
| | | | 17 | | | | | | — | | | | | | (17) | | | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
Total operating cost and
expenses |
| | | | 17 | | | | | | 177,661 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 177,678 | | | | |
|
—
|
| | | | | 177,678 | | |
Income (loss) from operations
|
| | | | (17) | | | | | | 28,222 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 28,205 | | | | |
|
—
|
| | | | | 28,205 | | |
Interest expense
|
| | | | — | | | | | | (94) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (94) | | | | |
|
—
|
| | | | | (94) | | |
Other income (expense), net
|
| | | | — | | | | | | 509 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 509 | | | | |
|
—
|
| | | | | 509 | | |
Total other income (expense), net
|
| | | | — | | | | | | 415 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 415 | | | | |
|
—
|
| | | | | 415 | | |
Income (loss) before income taxes
|
| | | | (17) | | | | | | 28,637 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 28,620 | | | | |
|
—
|
| | | | | 28,620 | | |
Provision for income taxes
|
| | | | | | | | | | (5,066) | | | | |
|
—
|
| | | | | — | | | | | | (5,066) | | | | |
|
—
|
| | | | | (5,066) | | |
Net income (loss)
|
| | |
$
|
(17)
|
| | | | $ | 23,571 | | | | | $ | — | | | | | $ | — | | | | | $ | 23,554 | | | | | $ | — | | | | | $ | 23,554 | | |
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 113,197,485 | | | | | | | | | | | | 101,990,221 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,970,515 | | | | | | | | | | | | 109,763,251 | | |
Net income attributable to common
stockholders per share: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$
|
0.18
|
| | | | | | | | | |
$
|
0.19
|
| |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$
|
0.17
|
| | | | | | | | | |
$
|
0.18
|
| |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,482,910 | | | | | | | | | | | | 19,391,659 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,843,673 | | | | | | | | | | | | 20,752,422 | | |
Net income attributable to common
stockholders per share: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$
|
0.18
|
| | | | | | | | | |
$
|
0.19
|
| |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$
|
0.17
|
| | | | | | | | | |
$
|
0.18
|
| |
| | |
For the Year ended
December 31, 2019 |
| |
No Redemption Scenario
|
| |
Maximum Redemption Scenario
|
| |||||||||||||||||||||||||||||||||
| | |
Acies Acquisition
Corp (Historical)(1) |
| |
Playstudios,
Inc. (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Net revenues
|
| | |
$
|
—
|
| | | | $ | 239,421 | | | | | | | | | | | | | | $ | 239,421 | | | | |
$
|
—
|
| | | | | | |
$
|
239,421
|
| |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | |
|
—
|
| | | | | 80,267 | | | | | | | | | | | | | | | 80,267 | | | | | | | | | | | | | | | 80,267 | | |
Selling and marketing
|
| | |
|
—
|
| | | | | 59,931 | | | | | | | | | | | | | | | 59,931 | | | | | | | | | | | | | | | 59,931 | | |
General and administrative
|
| | |
|
—
|
| | | | | 16,824 | | | | | | 5,000 | | | |
(AA)
|
| | | | 27,503 | | | | | | | | | | | | | | | 27,747 | | |
| | | | | | | | | | | | | | | | | 2,500 | | | |
(BB)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 112 | | | |
(CC)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,518 | | | |
(DD)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,549 | | | |
(EE)
|
| | | | | | | | | | 244 | | | |
(EE)
|
| | | | | | |
Research and development
|
| | | | — | | | | | | 40,108 | | | | | | | | | | | | | | | 40,108 | | | | | | | | | | | | | | | 40,108 | | |
Depreciation and amortization
|
| | | | — | | | | | | 25,154 | | | | | | | | | | | | | | | 25,154 | | | | | | | | | | | | | | | 25,154 | | |
Total operating cost and expenses
|
| | | | — | | | | | | 222,284 | | | | | | 10,679 | | | | | | | | | 232,963 | | | | | | 244 | | | | | | | | | 233,207 | | |
Income (loss) from operations
|
| | | | — | | | | | | 17,137 | | | | | | (10,679) | | | | | | | | | 6,458 | | | | | | (244) | | | | | | | | | 6,214 | | |
Interest expense
|
| | |
|
—
|
| | | | | (264) | | | | | | | | | | | | | | | (264) | | | | | | | | | | | | | | | (264) | | |
Other income (expense), net
|
| | |
|
—
|
| | | | | 716 | | | | | | | | | | | | | | | 716 | | | | | | | | | | | | | | | 716 | | |
Total other income (expense), net
|
| | |
|
—
|
| | | | | 452 | | | | | | — | | | | | | | | | 452 | | | | | | | | | | | | | | | 452 | | |
Income (loss) before income taxes
|
| | |
|
—
|
| | | | | 17,589 | | | | | | (10,679) | | | | | | | | | 6,910 | | | | | | (244) | | | | | | | | | 6,666 | | |
Provision for income taxes
|
| | | | | | | | | | (3,975) | | | | | | 2,127 | | | | | | | | | (1,848) | | | | | | 57 | | | | | | | | | (1,791) | | |
Net income (loss)
|
| | |
$
|
—
|
| | | | $ | 13,614 | | | | | $ | (8,552) | | | | | | | | $ | 5,062 | | | | | $ | (187) | | | | | | | |
$
|
4,875
|
| |
Class A Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 113,197,485 | | | | | | | | | | | | | | | 101,990,221 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 117,196,604 | | | | | | | | | | | | | | | 105,989,340 | | |
Net income (loss) attributable to common stockholders per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.04 | | | | | | | | | | | | | |
$
|
0.04
|
| |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.04 | | | | | | | | | | | | | |
$
|
0.04
|
| |
Class B Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 16,482,910 | | | | | | | | | | | | | | | 19,391,659 | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 17,176,217 | | | | | | | | | | | | | | | 20,084,966 | | |
Net income (loss) attributable to common stockholders per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.04 | | | | | | | | | | | | | |
$
|
0.04
|
| |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.04 | | | | | | | | | | | | | |
$
|
0.04
|
| |
| | |
For the nine months ended
September 30, 2020 |
| |
For the year ended
December 31, 2019 |
| ||||||||||||||||||
(in thousands, except share and per share data)
|
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
Pro forma net income attributable to common stockholders
|
| | | $ | 23,554 | | | | | $ | 23,554 | | | | | $ | 5,062 | | | | | $ | 4,875 | | |
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic(1)
|
| | | | 113,197,485 | | | | | | 101,990,221 | | | | | | 113,197,485 | | | | | | 101,990,221 | | |
Dilutive options
|
| | | | 7,773,030 | | | | | | 7,773,030 | | | | | | 3,999,119 | | | | | | 3,999,119 | | |
Weighted average shares of common stock outstanding – diluted(1)(2)
|
| | | | 120,970,515 | | | | | | 109,763,251 | | | | | | 117,196,604 | | | | | | 105,989,340 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.18 | | | | | $ | 0.19 | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.17 | | | | | $ | 0.18 | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic(1)
|
| | | | 16,482,910 | | | | | | 19,391,659 | | | | | | 16,482,910 | | | | | | 19,391,659 | | |
Dilutive options
|
| | | | 1,360,763 | | | | | | 1,360,763 | | | | | | 693,307 | | | | | | 693,307 | | |
Weighted average shares of common stock outstanding – diluted(1)(2)
|
| | | | 17,843,673 | | | | | | 20,752,422 | | | | | | 17,176,217 | | | | | | 20,084,966 | | |
Net income attributable to common stockholders per share – basic
|
| | | $ | 0.18 | | | | | $ | 0.19 | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | $ | 0.17 | | | | | $ | 0.18 | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |||||||||
(in thousands, except share and per share data)
|
| |
Acies
(Historical) |
| |
Playstudios
(Historical) |
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
As of and for the Nine Months Ended September 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (17) | | | | | $ | 23,571 | | | | |
$
|
23,554
|
| | | | $ | 23,554 | | |
Total stockholders’ equity
|
| | | $ | 8 | | | | | $ | 105,062 | | | | | $ | 353,567 | | | | | $ | 278,654 | | |
Historical Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | 5,000,000 | | | | | | 235,958,921 | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | 5,000,000 | | | | | | 277,015,765 | | | | | | | | | | | | | | |
Net income (loss) attributable to common stockholders per share – basic
|
| | | $ | — | | | | | $ | 0.05 | | | | | | | | | | | | | | |
Net income (loss) attributable to common stockholders per share – diluted
|
| | | $ | — | | | | | $ | 0.05 | | | | | | | | | | | | | | |
Total stockholders’ equity per share(1)
|
| | | $ | — | | | | | $ | 0.45 | | | | | | | | | | | | | | |
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 113,197,485 | | | | | | 101,990,221 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 120,970,515 | | | | | | 109,763,251 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.18 | | | | | $ | 0.19 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.17 | | | | | $ | 0.18 | | |
Total stockholders’ equity per share
|
| | | | | | | | | | | | | | | $ | 2.73 | | | | | $ | 2.30 | | |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 16,482,910 | | | | | | 19,391,659 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 17,843,673 | | | | | | 20,752,422 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.18 | | | | | $ | 0.19 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.17 | | | | | $ | 0.18 | | |
Total stockholders’ equity per share(1)
|
| | | | | | | | | | | | | | | $ | 2.73 | | | | | $ | 2.30 | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |||||||||
(in thousands, except share and per share data)
|
| |
Acies
(Historical) |
| |
Playstudios
(Historical) |
| |
No
Redemption Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
As of and for the year ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income
|
| | | | N/A(2) | | | | | $ | 13,614 | | | | | $ | 5,062 | | | | | $ | 4,875 | | |
Historical Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | N/A(2) | | | | | | 234,070,277 | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | N/A(2) | | | | | | 255,453,583 | | | | | | | | | | | | | | |
Net income attributable to common stockholders per share – basic
|
| | | | N/A(2) | | | | | $ | 0.03 | | | | | | | | | | | | | | |
Net income attributable to common stockholders per share – diluted
|
| | | | N/A(2) | | | | | $ | 0.03 | | | | | | | | | | | | | | |
Total stockholders’ equity per share(3)
|
| | | | N/A(3) | | | | | | N/A(3) | | | | | | | | | | | | | | |
Class A Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 113,197,485 | | | | | | 101,990,221 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 117,196,604 | | | | | | 105,989,340 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Total stockholders’ equity per share(3)
|
| | | | | | | | | | | | | | | | N/A(3) | | | | | | N/A(3) | | |
Class B Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares of common stock outstanding – basic
|
| | | | | | | | | | | | | | | | 16,482,910 | | | | | | 19,391,659 | | |
Weighted average shares of common stock outstanding – diluted
|
| | | | | | | | | | | | | | | | 17,176,217 | | | | | | 20,084,966 | | |
Net income attributable to common stockholders per share – basic
|
| | | | | | | | | | | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Net income attributable to common stockholders per share – diluted
|
| | | | | | | | | | | | | | | $ | 0.04 | | | | | $ | 0.04 | | |
Total stockholders’ equity per share(3)
|
| | | | | | | | | | | | | | | | N/A(3) | | | | | | N/A(3) | | |
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 (Coming Soon) | |
|
![]() |
| |
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 continue to review and refine the game in anticipation of a full commercial launch in the first half of 2021.
|
|
| | | | Kingdom Boss (Coming Soon) | |
|
![]() |
| |
We expect to launch our first idle RPG game, Kingdom Boss, in mid-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.
|
|
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Net income
|
| | | $ | 23,571 | | | | | $ | 8,253 | | | | | | 13,614 | | | | | | 2,822 | | |
Depreciation & amortization
|
| | | | 16,405 | | | | | | 20,051 | | | | | | 25,154 | | | | | | 16,246 | | |
Income tax expense
|
| | | | 5,066 | | | | | | 4,781 | | | | | | 3,975 | | | | | | 2,964 | | |
Stock-based compensation expense
|
| | | | 2,624 | | | | | | 5,029 | | | | | | 5,884 | | | | | | 10,902 | | |
Special infrequent(1)
|
| | | | 1,427 | | | | | | — | | | | | | — | | | | | | — | | |
Restructuring and related(3)
|
| | | | 92 | | | | | | 1,212 | | | | | | 1,234 | | | | | | 2,316 | | |
Other(2) | | | | | (23) | | | | | | (355) | | | | | | (340) | | | | | | 2,081 | | |
AEBITDA before adjustment for the impact of capitalized software costs
|
| | | | 49,162 | | | | | | 38,971 | | | | | | 49,521 | | | | | | 37,331 | | |
Impact of capitalized software costs
|
| | | | (18,116) | | | | | | (15,682) | | | | | | (20,996) | | | | | | (20,844) | | |
AEBITDA | | | | | 31,046 | | | | | | 23,289 | | | | | | 28,525 | | | | | | 16,487 | | |
GAAP Revenue
|
| | | | 205,883 | | | | | | 182,734 | | | | | | 239,421 | | | | | | 195,499 | | |
Margin as a % of revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
AEBITDA margin before adjustment for the impact of capitalized software costs
|
| | | | 23.9% | | | | | | 21.3% | | | | | | 20.7% | | | | | | 19.1% | | |
AEBITDA
|
| | | | 15.1% | | | | | | 12.7% | | | | | | 11.9% | | | | | | 8.4% | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Virtual currency
|
| | | $ | 204,905 | | | | | $ | 175,150 | | | | | $ | 29,755 | | | | | | 17.0% | | |
Advertising
|
| | | | 978 | | | | | | 272 | | | | | | 706 | | | | | | 259.6% | | |
Other
|
| | | | — | | | | | | 7,312 | | | | | | (7,312) | | | | | | -100.0% | | |
Total net revenue
|
| | | | 205,883 | | | | | | 182,734 | | | | | | 23,149 | | | | | | 12.7% | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Operating expenses
|
| | | | 177,661 | | | | | | 170,168 | | | | | | 7,493 | | | | | | 4.4% | | |
Operating income
|
| | | | 28,222 | | | | | | 12,566 | | | | | | 15,656 | | | | | | 124.6% | | |
Interest expense
|
| | | | (94) | | | | | | (140) | | | | | | 46 | | | | | | -32.9% | | |
Other income, net
|
| | | | 509 | | | | | | 608 | | | | | | (99) | | | | | | -16.3% | | |
Provision for income taxes
|
| | | | (5,066) | | | | | | (4,781) | | | | | | (285) | | | | | | 6.0% | | |
Net income
|
| | | | 23,571 | | | | | | 8,253 | | | | | | 15,318 | | | | | | 185.6% | | |
AEBITDA before adjustment for the impact of capitalized software costs
|
| | | | 49,162 | | | | | | 38,971 | | | | | | 10,191 | | | | | | 26.2% | | |
AEBITDA
|
| | | | 31,046 | | | | | | 23,289 | | | | | | 7,757 | | | | | | 33.3% | | |
Margin (% of revenue) | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating margin
|
| | | | 13.7% | | | | | | 6.9% | | | | | | 6.8pp | | | | | | 98.6% | | |
Net income margin
|
| | | | 11.4% | | | | | | 4.5% | | | | | | 6.9pp | | | | | | 153.3% | | |
AEBITDA margin before adjustment for the impact of capitalized software costs
|
| | | | 23.9% | | | | | | 21.3% | | | | | | 2.6pp | | | | | | 12.2% | | |
AEBITDA margin
|
| | | | 15.1% | | | | | | 12.7% | | | | | | 2.4pp | | | | | | 18.9% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Average DAU
|
| | | | 1,517 | | | | | | 1,653 | | | | | | (136) | | | | | | (8.2%) | | |
Average MAU
|
| | | | 4,377 | | | | | | 4,848 | | | | | | (471) | | | | | | (9.7%) | | |
Average DPU
|
| | | | 34 | | | | | | 33 | | | | | | 1 | | | | | | 3.0% | | |
Average Daily Payer Conversion
|
| | | | 2.2% | | | | | | 2.0% | | | | | | 0.2pp | | | | | | 10.0% | | |
ARPDAU (in dollars)
|
| | | $ | 0.50 | | | | | $ | 0.39 | | | | | $ | 0.11 | | | | | | 28.2% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |
% of Revenue
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
$ Change
|
| |
% Change
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | 70,199 | | | | | $ | 60,620 | | | | | | 9,579 | | | | | | 15.8% | | | | | | 34.1% | | | | | | 33.2% | | |
Research and development
|
| | | | 35,942 | | | | | | 31,085 | | | | | | 4,857 | | | | | | 15.6% | | | | | | 17.5% | | | | | | 17.0% | | |
Selling and marketing
|
| | | | 41,232 | | | | | | 45,855 | | | | | | (4,623) | | | | | | (10.1%) | | | | | | 20.0% | | | | | | 25.1% | | |
General and administrative
|
| | | | 13,883 | | | | | | 12,557 | | | | | | 1,326 | | | | | | 10.6% | | | | | | 6.7% | | | | | | 6.9% | | |
Depreciation and amortization
|
| | | | 16,405 | | | | | | 20,051 | | | | | | (3,646) | | | | | | (18.2%) | | | | | | 8.0% | | | | | | 11.0% | | |
Total operating expenses
|
| | | | 177,661 | | | | | | 170,168 | | | | | | 7,493 | | | | | | 4.4% | | | | | | 86.3% | | | | | | 93.1% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2019
|
| |
2018
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Virtual currency
|
| | | $ | 231,726 | | | | | $ | 193,849 | | | | | $ | 37,877 | | | | | | 19.5% | | |
Advertising
|
| | | | 383 | | | | | | 356 | | | | | | 27 | | | | | | 7.6% | | |
Other
|
| | | | 7,312 | | | | | | 1,294 | | | | | | 6,018 | | | | | | 465.1% | | |
Net revenue
|
| | | | 239,421 | | | | | | 195,499 | | | | | | 43,922 | | | | | | 22.5% | | |
Operating expenses
|
| | | | 222,284 | | | | | | 189,202 | | | | | | 33,082 | | | | | | 17.5% | | |
Operating income
|
| | | | 17,137 | | | | | | 6,297 | | | | | | 10,840 | | | | | | 172.1% | | |
Interest expense
|
| | | | (264) | | | | | | (284) | | | | | | 20 | | | | | | -7.0% | | |
Other income (expense), net
|
| | | | 716 | | | | | | (227) | | | | | | 943 | | | | | | -415.4% | | |
Provision for income taxes
|
| | | | (3,975) | | | | | | (2,964) | | | | | | (1,011) | | | | | | 34.1% | | |
Net income
|
| | | | 13,614 | | | | | | 2,822 | | | | | | 10,792 | | | | | | 382.4% | | |
AEBITDA before adjustment for the impact of capitalized software costs
|
| | | | 49,521 | | | | | | 37,331 | | | | | | 12,190 | | | | | | 32.7% | | |
AEBITDA
|
| | | | 28,525 | | | | | | 16,487 | | | | | | 12,038 | | | | | | 73.0% | | |
Margin as a % of revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating margin
|
| | | | 7.2% | | | | | | 3.2% | | | | | | 4.0pp | | | | | | 125.0% | | |
Net income margin
|
| | | | 5.7% | | | | | | 1.4% | | | | | | 4.3pp | | | | | | 307.1% | | |
AEBITDA margin before adjustment for the impact of capitalized software costs
|
| | | | 20.7% | | | | | | 19.1% | | | | | | 1.6pp | | | | | | 8.4% | | |
AEBITDA margin
|
| | | | 11.9% | | | | | | 8.4% | | | | | | 3.5pp | | | | | | 41.7% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
% Change
|
| ||||||||||||
Average DAU
|
| | | | 1,635 | | | | | | 1,614 | | | | | | 21 | | | | | | 1.3% | | |
Average MAU
|
| | | | 4,813 | | | | | | 4,502 | | | | | | 311 | | | | | | 6.9% | | |
Average DPU
|
| | | | 33 | | | | | | 22 | | | | | | 11 | | | | | | 50% | | |
Average Daily Payer Conversion
|
| | | | 2.0% | | | | | | 1.4% | | | | | | 0.6pp | | | | | | 42.9% | | |
ARPDAU (in dollars)
|
| | | $ | 0.39 | | | | | $ | 0.33 | | | | | $ | 0.06 | | | | | | 18.2% | | |
pp = percentage points | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |
% of Revenue
|
| ||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
$ Change
|
| |
% Change
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 80,267 | | | | | | 66,784 | | | | | | 13,483 | | | | | | 20.2% | | | | | | 33.5% | | | | | | 34.2% | | |
Research and development
|
| | | | 40,108 | | | | | | 30,484 | | | | | | 9,624 | | | | | | 31.6% | | | | | | 16.8% | | | | | | 15.6% | | |
Selling and marketing
|
| | | | 59,931 | | | | | | 54,068 | | | | | | 5,863 | | | | | | 10.8% | | | | | | 25.0% | | | | | | 27.7% | | |
General and administrative
|
| | | | 16,824 | | | | | | 21,620 | | | | | | (4,796) | | | | | | (22.2%) | | | | | | 7.0% | | | | | | 11.1% | | |
Depreciation and amortization
|
| | | | 25,154 | | | | | | 16,246 | | | | | | 8,908 | | | | | | 54.8% | | | | | | 10.5% | | | | | | 8.3% | | |
Total operating expenses
|
| | | | 222,284 | | | | | | 189,202 | | | | | | 33,082 | | | | | | 17.5% | | | | | | 92.8% | | | | | | 96.8% | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Net cash provided by operating activities
|
| | | $ | 33,717 | | | | | $ | 22,349 | | | | | $ | 36,088 | | | | | $ | 36,728 | | |
Net cash used in investing activities
|
| | | | (19,573) | | | | | | (19,693) | | | | | | (25,292) | | | | | | (24,409) | | |
Net cash used in financing activities
|
| | | | (2,399) | | | | | | (5,950) | | | | | | (7,348) | | | | | | (4,133) | | |
Effect of exchange rate on cash and cash equivalents
|
| | | | 49 | | | | | | (50) | | | | | | (26) | | | | | | (343) | | |
Increase (decrease) in cash and cash equivalents
|
| | | | 11,794 | | | | | | (3,344) | | | | | | 3,422 | | | | | | 7,843 | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
5 years |
| |||||||||||||||
Operating lease obligations(1)
|
| | | $ | 11,380 | | | | | | 4,418 | | | | | | 6,962 | | | | | | — | | | | | | — | | |
Minimum guaranteed royalties(2)
|
| | | | 1,600 | | | | | | 1,200 | | | | | | 400 | | | | | | — | | | | | | — | | |
Total contractual obligations
|
| | | | 12,980 | | | | | | 5,618 | | | | | | 7,362 | | | | | | — | | | | | | — | | |
Name
|
| |
Age
|
| |
Position
|
|
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 | |
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
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
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 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) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | 2,824,062(3)(4) | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Millennium Management LLC(5)
|
| | | | 1,800,000 | | | | | | 6.7% | | | | | | 1,800,000 | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
5% Holders of PLAYSTUDIOS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MGM Resorts International
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Activision Publishing, Inc.
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Directors and Executive Officers Pre-Business
Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James Murren
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel Fetters(2)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | 3,631,250(3) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | 2,824,062(3)(4) | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Edward King(2)
|
| | | | 5,381,250 | | | | | | 20.0% | | | | | | 3,631,250(3) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | 2,824,062(3)(4) | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
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) | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | 2,824,062(3)(4) | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Directors and Executive Officers Post-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Andrew Pascal(6)
|
| | | | 522,843 | | | | | | 1.0% | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Scott Peterson
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
Joel Agena
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
James Murren
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All New PLAYSTUDIOS directors and executive officers as a group ( individuals)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
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
|
| |||
Unaudited Condensed Financial Statements for the period from August 14, 2020 (inception) to September 30, 2020
|
| | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Financial Statements (Audited) for the period from August 14, 2020 (inception) to September 15, 2020
|
| | | | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | |
| | |
Page
|
| |||
Unaudited Consolidated Financial Statements of PlayStudios, Inc. | | | | | | | |
| | | | F-31 | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
Audited Consolidated Financial Statements of PlayStudios, Inc. | | | | | | | |
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | | |
| | | | F-64 | | | |
| | | | F-65 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | 143,032 | | |
|
Security deposit
|
| | | | 2,875 | | |
|
Deferred offering costs
|
| | | | 125,048 | | |
|
TOTAL ASSETS
|
| | | $ | 270,955 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accrued offering costs
|
| | | $ | 5,000 | | |
|
Promissory note – related party
|
| | | | 257,694 | | |
|
Total Current Liabilities
|
| | | | 262,694 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preferred 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; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)
|
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 24,425 | | |
|
Accumulated deficit
|
| | | | (16,739) | | |
|
Total Shareholder’s Equity
|
| | | | 8,261 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 270,955 | | |
|
Formation and operating costs
|
| | | $ | 16,739 | | |
|
Net Loss
|
| | | $ | (16,739) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Class B Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – August 14, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (16,739) | | | | | | (16,739) | | |
Balance – September 30, 2020
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (16,739) | | | | | $ | 8,261 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (16,739) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Security deposit
|
| | | | (2,875) | | |
|
Net cash used in operating activities
|
| | | | (19,614) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 257,694 | | |
|
Payment of offering costs
|
| | | | (120,048) | | |
|
Net cash provided by financing activities
|
| | | | 162,646 | | |
|
Net Change in Cash
|
| | | | 143,032 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 143,032 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 5,000 | | |
| ASSETS | | | | | | | |
|
Current assets- Cash
|
| | | $ | 25,000 | | |
|
Security deposit
|
| | | | 2,875 | | |
|
Deferred offering costs
|
| | | | 67,003 | | |
|
Total Assets
|
| | | $ | 94,878 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accrued offering costs
|
| | | | 5,000 | | |
|
Promissory note – related party
|
| | | | 79,596 | | |
|
Total Liabilities
|
| | | | 84,596 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preferred stock, $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; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)
|
| | | | 575 | | |
|
Additional paid-in capital
|
| | | | 24,425 | | |
|
Accumulated deficit
|
| | | | (14,718) | | |
|
Total Shareholder’s Equity
|
| | | | 10,282 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 94,878 | | |
|
Formation costs
|
| | | $ | 14,718 | | |
|
Net loss
|
| | | $ | (14,718) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 5,000,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Class B Ordinary
Shares(1) |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholder’s
Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – August 14, 2020 (Inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (14,718) | | | | | | (14,718) | | |
Balance – September 15, 2020
|
| | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (14,718) | | | | | $ | 10,282 | | |
| Cash flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (14,718) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Security deposit
|
| | | | (2,875) | | |
|
Net cash used in operating activities
|
| | | | (17,593) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from promissory note- related party
|
| | | | 79,596 | | |
|
Payment of offering costs
|
| | | | (62,003) | | |
|
Net cash provided by financing activities
|
| | | | 42,593 | | |
|
Net Change in Cash
|
| | | | 25,000 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 25,000 | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 5,000 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 42,816 | | | | | $ | 31,022 | | |
Receivables
|
| | | | 23,571 | | | | | | 14,249 | | |
Prepaid expenses
|
| | | | 2,973 | | | | | | 2,341 | | |
Other current assets
|
| | | | 2,349 | | | | | | 2,440 | | |
Total current assets
|
| | | | 71,709 | | | | | | 50,052 | | |
Property and equipment, net
|
| | | | 6,515 | | | | | | 7,335 | | |
Internal-use software, net
|
| | | | 35,849 | | | | | | 30,994 | | |
Goodwill
|
| | | | 5,059 | | | | | | 5,059 | | |
Intangibles, net
|
| | | | 1,736 | | | | | | 2,322 | | |
Deferred income taxes
|
| | | | 2,252 | | | | | | 2,362 | | |
Other long-term assets
|
| | | | 1,908 | | | | | | 1,146 | | |
Total non-current assets
|
| | | | 53,319 | | | | | | 49,218 | | |
Total assets
|
| | | $ | 125,028 | | | | | $ | 99,270 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 3,622 | | | | | $ | 5,351 | | |
Accrued liabilities
|
| | | | 9,729 | | | | | | 6,517 | | |
Total current liabilities
|
| | | | 13,351 | | | | | | 11,868 | | |
Minimum guarantee liability
|
| | | | 350 | | | | | | 500 | | |
Deferred income taxes
|
| | | | 4,911 | | | | | | 5,791 | | |
Other long-term liabilities
|
| | | | 1,354 | | | | | | 798 | | |
Total non-current liabilities
|
| | | | 6,615 | | | | | | 7,089 | | |
Total liabilities
|
| | | $ | 19,966 | | | | | $ | 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 September 30, 2020 and December 31, 2019; aggregate liquidation preference of $33,750 as of September 30, 2020 and December 31, 2019)
|
| | | | 8 | | | | | | 8 | | |
Common stock, $0.00005 par value (506,000,000 shares authorized, 224,658,423 and 225,490,157 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively)
|
| | | | 11 | | | | | | 11 | | |
Additional paid-in capital
|
| | | | 70,282 | | | | | | 66,661 | | |
Retained earnings
|
| | | | 34,566 | | | | | | 13,535 | | |
Accumulated other comprehensive income/(loss)
|
| | | | 195 | | | | | | 98 | | |
Total stockholders’ equity
|
| | | | 105,062 | | | | | | 80,313 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 125,028 | | | | | $ | 99,270 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net revenues
|
| | | $ | 205,883 | | | | | $ | 182,734 | | |
Operating expenses: | | | | | | | | | | | | | |
Cost of revenue(1)
|
| | | | 70,199 | | | | | | 60,620 | | |
Selling and marketing
|
| | | | 41,232 | | | | | | 45,855 | | |
General and administrative
|
| | | | 13,883 | | | | | | 12,557 | | |
Research and development
|
| | | | 35,942 | | | | | | 31,085 | | |
Depreciation and amortization
|
| | | | 16,405 | | | | | | 20,051 | | |
Total operating costs and expenses
|
| | | | 177,661 | | | | | | 170,168 | | |
Income from operations
|
| | | | 28,222 | | | | | | 12,566 | | |
Other income (expense), net: | | | | | | | | | | | | | |
Interest expense
|
| | | | (94) | | | | | | (140) | | |
Other income, net
|
| | | | 509 | | | | | | 608 | | |
Total other income, net
|
| | | | 415 | | | | | | 468 | | |
Income before income taxes
|
| | | | 28,637 | | | | | | 13,034 | | |
Provision for income taxes
|
| | | | (5,066) | | | | | | (4,781) | | |
Net income
|
| | | $ | 23,571 | | | | | $ | 8,253 | | |
Net income attributable to common stockholders: | | | | | | | | | | | | | |
Basic
|
| | | $ | 12,357 | | | | | $ | 3,273 | | |
Diluted
|
| | | $ | 13,152 | | | | | $ | 3,393 | | |
Net income attributable to common stockholders per share: | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.05 | | | | | $ | 0.01 | | |
Diluted
|
| | | $ | 0.05 | | | | | $ | 0.01 | | |
Weighted average shares of common stock outstanding(2): | | | | | | | | | | | | | |
Basic
|
| | | | 235,958,921 | | | | | | 233,402,296 | | |
Diluted
|
| | | | 277,015,765 | | | | | | 255,452,195 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net income
|
| | | $ | 23,571 | | | | | $ | 8,253 | | |
Other comprehensive income: | | | | | | | | | | | | | |
Change in foreign currency translation adjustment(1)
|
| | | | 97 | | | | | | 139 | | |
Total other comprehensive income
|
| | | | 97 | | | | | | 139 | | |
Comprehensive income
|
| | | $ | 23,668 | | | | | $ | 8,392 | | |
| | |
Preferred Stock
|
| |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Other
Comprehensive Income (loss) |
| |
Retained
Earnings |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 225,490 | | | | | $ | 11 | | | | | $ | 66,661 | | | | | $ | 98 | | | | | $ | 13,535 | | | | | $ | 80,313 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,571 | | | | | | 23,571 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | 2,786 | | | | | | — | | | | | | 622 | | | | | | — | | | | | | — | | | | | | 622 | | |
Stock-based compensation
expense |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,999 | | | | | | — | | | | | | — | | | | | | 2,999 | | |
Repurchase and retirement of common stock
|
| | | | — | | | | | | — | | | | | | (3,618) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,540) | | | | | | (2,540) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97 | | | | | | — | | | | | | 97 | | |
Balance as of September 30, 2020
|
| | | | 162,596 | | | | | $ | 8 | | | | | | 224,658 | | | | | $ | 11 | | | | | $ | 70,282 | | | | | $ | 195 | | | | | $ | 34,566 | | | | | $ | 105,062 | | |
| | |
Preferred Stock(1)
|
| |
Common Stock(1)
|
| |
Additional
Paid-In Capital |
| |
Other
Comprehensive Income (loss) |
| |
Retained
Earnings |
| |
Total
Stockholders’ Equity |