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As filed with the Securities and Exchange Commission on February 16, 2021
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Acies Acquisition Corp.*
(Exact Name of Registrant as Specified in Its Charter)
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)
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
(310) 545-9265
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Daniel Fetters
Edward King
Co-Chief Executive Officers
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
(310) 545-9265
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)   ☐
CALCULATION OF REGISTRATION FEE
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
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“New PLAYSTUDIOS Class A common stock”), of the registrant (“Acies” and after the Domestication (as defined herein), “New PLAYSTUDIOS”) estimated to be issued in connection with the business combination described herein (the “Business Combination”). This number is based on the sum of (a) the 95,327,859 shares of New PLAYSTUDIOS Class A common stock issuable on the consummation of the Business Combination, (b) up to 11,962,902 shares of New PLAYSTUDIOS Class A common stock that may be issued after such date pursuant to the earnout provisions of the Merger Agreement described herein, (c) 14,254,129 shares of New PLAYSTUDIOS Class A common stock corresponding to outstanding stock options of PlayStudios, Inc. (“PLAYSTUDIOS”), (d) 4,531,250 shares of New PLAYSTUDIOS Class A common stock issuable upon the conversion of Acies Class B ordinary shares, and (e) 21,525,000 Class A ordinary shares of Acies that were registered pursuant to the Registration Statement on Form S-1 (333-249297) (the “IPO Registration Statement”) and offered by Acies in its initial public offering which will be converted by operation of law into shares of New PLAYSTUDIOS Class A common stock in the Domestication.
(2)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low trading prices of the Acies Class A ordinary shares on The Nasdaq Capital Market on February 11, 2021 in accordance with Rule 457(f)(1) and Rule 457(f)(3). For purposes of calculating the registration fee, the Acies Class B ordinary shares are treated as having the same value as the Acies Class A ordinary shares as each Acies Class B ordinary share is convertible into one Acies Class A ordinary share.
(3)
Based on the maximum number of shares of Class B common stock, par value $0.0001 per share (“New PLAYSTUDIOS Class B common stock”) estimated to be issued in connection with the Business Combination. This number is based on the sum of (a) the 17,497,122 shares of New PLAYSTUDIOS Class B common stock issuable on the consummation of the Business Combination, (b) up to 3,037,098 shares of New PLAYSTUDIOS Class B common stock that may be issued after such date pursuant to the earnout provisions of the Merger Agreement described herein and (c) 2,020,888 shares of New PLAYSTUDIOS Class B common stock corresponding to outstanding stock options of PLAYSTUDIOS.
(4)
The number of redeemable warrants to acquire shares of New PLAYSTUDIOS Class A common stock being registered represents the number of redeemable warrants to acquire Class A ordinary shares of Acies that were registered pursuant to the IPO Registration Statement and offered by Acies in its initial public offering (the “Acies public warrants”). The Acies public warrants will automatically be converted by operation of law into redeemable warrants to acquire shares of New PLAYSTUDIOS Class A common stock in the Domestication (“New PLAYSTUDIOS public warrants”).
(5)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low trading prices of the Acies public warrants on The Nasdaq Capital Market on February 11, 2021 in accordance with Rule 457(f)(1).
(6)
Reflects the shares of New PLAYSTUDIOS Class A common stock that may be issued upon exercise of the New PLAYSTUDIOS public warrants.
(7)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the Acies public warrants.
(8)
New PLAYSTUDIOS Class A common stock issuable upon conversion of New PLAYSTUDIOS Class B common stock.
(9)
Pursuant to Rule 457(i) promulgated under the Securities Act, no separate registration fee is required.
*
Prior to the consummation of the Mergers described herein, the Registrant intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Acies Acquisition Corp. (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “PLAYSTUDIOS, Inc.”
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY—SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2021
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
ACIES ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
147,601,140 SHARES OF CLASS A COMMON STOCK,
22,555,108 SHARES OF CLASS B COMMON STOCK, AND
7,175,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS
OF
ACIES ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “PLAYSTUDIOS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN
On February 1, 2021, the board of directors of Acies Acquisition Corp., a Cayman Islands exempted company (“Acies,” “we,” “us” or “our” and, after the Domestication as described below, “New PLAYSTUDIOS”), approved (1) the domestication of Acies as a Delaware corporation (the “Domestication”); (2) the merger of Catalyst Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), with and into PlayStudios, Inc., a Delaware corporation (“PLAYSTUDIOS”) (the “First Merger”), with PLAYSTUDIOS surviving the First Merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the merger of Surviving Corporation with and into Catalyst Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”) (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”), pursuant to the terms of the Agreement and Plan of Merger, dated as of February 1, 2021, by and among Acies, PLAYSTUDIOS, First Merger Sub, and Second Merger Sub (as it may be amended and/or restated from time to time, the “Merger Agreement”), attached to this proxy statement/prospectus as Annex A, as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto (the “Transactions” and, together with the Merger Agreement and the Domestication, the “Business Combination”). In connection with the Business Combination, Acies will change its name to “PLAYSTUDIOS, Inc.” As used in this proxy statement/prospectus, “New PLAYSTUDIOS” refers to Acies after the Domestication, including after such change of name.
As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Acies (the “Acies Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of New PLAYSTUDIOS (the “New PLAYSTUDIOS Class A common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Acies (the “Acies Class B ordinary shares” and, together with the Acies Class A ordinary shares, the “ordinary shares”) will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock after giving effect to the forfeiture of certain Acies Class B ordinary shares held by Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”) pursuant to the Sponsor Support Agreement (as defined below), (3) each then issued and outstanding redeemable warrant of Acies (the “Acies warrants”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of New PLAYSTUDIOS Class A common stock (the “New PLAYSTUDIOS warrants”), on substantially the same terms and conditions of the Warrant Agreement dated October 22, 2020, between Acies and Continental Stock Transfer & Trust Company, as warrant agent, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement, and (4) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof (the “Acies units”) will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units. In connection with the Business Combination, the stock consideration to be issued to: (i) the then current holders of PLAYSTUDIOS stock and options and warrants to purchase PLAYSTUDIOS stock (other than to the Chief Executive Officer of PLAYSTUDIOS, Andrew Pascal, and certain affiliated entities) will be in the form of New PLAYSTUDIOS Class A common stock, and (ii) Mr. Pascal and certain affiliated entities will be in the form of shares of Class B common stock, par value $0.0001 per share, of New PLAYSTUDIOS (the “New PLAYSTUDIOS Class B common stock”). The New PLAYSTUDIOS Class B common stock will have the same economic terms as the New PLAYSTUDIOS Class A common stock, but the New PLAYSTUDIOS Class B common stock will be entitled to twenty (20) votes per share compared with one (1) vote per share for the New PLAYSTUDIOS Class A common stock. As a result, it is expected that Mr. Pascal and his affiliated entities will hold over 70% of the outstanding voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination. The stock consideration will also be subject to certain restrictions on transfer for 12 months following the closing of the Business Combination, subject to certain exceptions, and after 180 days following the closing of the Business Combination, a release from such transfer restriction of the lesser of (A) 5% of the locked-up securities and (B) 50,000 of the locked-up securities, in each case, held by each holder. See the sections titled “Summary of the Proxy Statement/Prospectus—Ownership of New PLAYSTUDIOS Following the Business Combination,” “Description of New PLAYSTUDIOS Securities” and “Description of New PLAYSTUDIOS Securities—Common Stock—Lock-up Restrictions.
The issued and outstanding Acies units, Acies Class A ordinary shares and Acies warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ACACU,” “ACAC” and “ACACW,” respectively. Acies will apply for listing, to be effective at the time of the business combination New PLAYSTUDIOS common stock and New PLAYSTUDIOS warrants on Nasdaq under the proposed symbols, “MYPS” and “MYPSW,” respectively. New PLAYSTUDIOS will not have units traded. It is a condition of the consummation of the Business Combination that Acies receives confirmation from Nasdaq that the securities have been approved for listing on Nasdaq, but there can be no assurance that Acies will obtain such confirmation from Nasdaq. If such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.
This proxy statement/prospectus provides shareholders of Acies with detailed information about the proposed Business Combination and other matters to be considered at the Extraordinary General Meeting of Acies. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of this proxy statement/prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated            , 2021, and
is first being mailed to Acies’ shareholders on or about                 , 2021.

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ACIES ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 365197)
1219 Morningside Drive, Suite 110
Manhattan Beach, California 90266
Dear Acies Acquisition Corp. Shareholders:
You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”) of Acies Acquisition Corp., a Cayman Islands exempted company (“Acies” and, after the Domestication, as described below, “New PLAYSTUDIOS”), at       , Eastern Time on                 , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at the following address: https://www.cstproxy.com/aciesacq/sm2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Given the potential COVID-19 restrictions which may be in place at the time of the Extraordinary General Meeting, Acies would like to stress the importance of using other methods of attendance other than being physically in the same room, such as attending virtually or by proxy.
At the Extraordinary General Meeting, Acies shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of February 1, 2021 (the “Merger Agreement”), by and among Acies, Catalyst Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acies (“First Merger Sub”), Catalyst Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Acies (“Second Merger Sub”) and PlayStudios, Inc., a Delaware corporation (“PLAYSTUDIOS”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the merger of Surviving Corporation with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”); in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus.
As a condition to the consummation of the Mergers, the board of directors of Acies has unanimously approved a change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger Agreement and the other transactions contemplated by the Merger Agreement and documents related thereto, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal, which is referred to herein as the “Domestication Proposal,” to approve the Domestication. As used in the accompanying proxy statement/prospectus, “New PLAYSTUDIOS” refers to Acies after the Domestication, including after such change of name.
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Acies (the “Acies Class A ordinary shares”) will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of New PLAYSTUDIOS (the “New PLAYSTUDIOS Class A common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Acies (the “Acies Class B ordinary shares” and, together with the Acies Class A ordinary shares, the “ordinary shares”), will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, after giving effect to the forfeiture of certain Acies Class B ordinary shares held by Acies Acquisition LLC, a Delaware limited liability company (the “Sponsor”) pursuant to the Sponsor Support Agreement (as defined below), (3) each then issued and outstanding redeemable warrant of Acies (the “Acies
 

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warrants”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of New PLAYSTUDIOS Class A common stock (the “New PLAYSTUDIOS warrants”) substantially on the same terms and conditions as the Warrant Agreement (the “Warrant Agreement”), dated October 22, 2020, between Acies and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement (as defined below), and (4) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof (the “Acies units”) will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units. As used herein, “public shares” shall mean the Acies Class A ordinary shares (including those that underlie the Acies units) that were registered pursuant to the Registration Statement on Form S-1 (333-249297) and the shares of New PLAYSTUDIOS Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal” in the accompanying proxy statement/prospectus.
You will also be asked to consider and vote upon (1) four separate proposals to approve material differences between Acies’ Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of New PLAYSTUDIOS, which are referred to herein as the “Organizational Documents Proposals,” ​(2) a proposal to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS, which is referred to herein as the “Director Election Proposal,” ​(3) a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of New PLAYSTUDIOS common stock to certain investors (collectively, the “PIPE Investors”), for a total aggregate purchase price of up to $250.0 million (the “PIPE Investment”), which is referred to herein as the “Stock Issuance Proposal,” ​(4) a proposal to approve and adopt the New PLAYSTUDIOS 2021 Equity Incentive Plan (the “Incentive Plan”), which is referred to as the “Incentive Plan Proposal,” ​(5) a proposal to approve and adopt the New PLAYSTUDIOS 2021 Employee Stock Purchase Plan, which is referred to as the “ESPP Proposal,” (6) a proposal to approve the appointment by the audit committee of Marcum LLP as the independent registered public accountants of Acies to audit and report on Acies’ consolidated financial statements for the year ending December 31, 2021, which is referred to herein as the “Auditor Ratification Proposal,” and (7) a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting, which is referred to herein as the “Adjournment Proposal.” The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
In accordance with the terms and subject to the conditions of the Merger Agreement, the aggregate merger consideration (the “Aggregate Merger Consideration”) payable by Acies to PLAYSTUDIOS stockholders and holders of vested PLAYSTUDIOS Options (as defined in the accompanying proxy statement/prospectus) under the Merger Agreement will be:

at closing, $1,041,000,000 in the form of shares of New PLAYSTUDIOS common stock with the ability for each stockholder to elect up to 15% of such stockholder’s shares to be paid in cash (with an assumed value of $10.00 per share), subject to there being sufficient available cash (vested but unexercised PLAYSTUDIOS Options will be treated as described below and will not have a right to be exchanged for cash); and

15,000,000 shares of New PLAYSTUDIOS common stock in the form of earnout consideration, payable in two equal tranches if the closing price of the New PLAYSTUDIOS Class A common stock exceeds $12.50 and $15.00 per share for any 20 trading days within any 30-trading day
 

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period commencing on or after the 150th day following the closing of the Business Combination and ending no later than the five-year anniversary of the closing (the earnout shares will also vest based on the price targets in connection with a sale of New PLAYSTUDIOS).
Vested and unvested PLAYSTUDIOS Options will be converted into stock options to purchase New PLAYSTUDIOS common stock. PLAYSTUDIOS stockholders will receive shares of, and holders of PLAYSTUDIOS Options will receive options to purchase shares of, New PLAYSTUDIOS Class A common stock, except that the Chief Executive Officer of PLAYSTUDIOS, Andrew Pascal, and certain affiliated entities will receive shares of, and options to purchase shares of, New PLAYSTUDIOS Class B common stock. In addition, all PLAYSTUDIOS Warrants outstanding before the Effective Time will be automatically exercised for shares of PLAYSTUDIOS stock and such shares will be treated the same as other outstanding shares of PLAYSTUDIOS stock with respect to the Aggregate Merger Consideration.
Pursuant to the proposed bylaws of New PLAYSTUDIOS, after the consummation of the Business Combination, without the prior written consent of the board of directors of New PLAYSTUDIOS and subject to certain exceptions, the holders of: (i) shares of New PLAYSTUDIOS common stock issued as consideration pursuant to the Mergers, (ii) any PLAYSTUDIOS Options or (iii) shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options, in each case, are restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (collectively, the “PLAYSTUDIOS Lock-Up Securities”). Such restrictions begin at closing and end on the date that is 12 months after the closing, except that beginning on the date that is 180 days after the closing, an amount of PLAYSTUDIOS Lock-Up Securities equal to the lesser of (A) 5% of the PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities and (B) 50,000 PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities, will no longer be subject to these transfer restrictions. See “Description of New PLAYSTUDIOS Securities—Common Stock—Lock-up Restrictions” in the accompanying proxy statement/prospectus.
The Sponsor has agreed to substantially similar restrictions with respect to the Acies Class B ordinary shares and Acies private placement warrants (as well as the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants, respectively, that such securities are convertible into) held by it pursuant to the Sponsor Support Agreement. Following the expiration of these lock-ups, the Sponsor and the PLAYSTUDIOS stockholders will not be restricted from selling the shares of New PLAYSTUDIOS Class A common stock held by them, other than by applicable securities laws. These lock-up restrictions do not apply to any shares of New PLAYSTUDIOS Class A common stock purchased by the PIPE Investors pursuant to the PIPE Subscription Agreements, and the PIPE Investors will not be restricted from selling such shares, other than pursuant to applicable securities laws.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the closing of the Business Combination, including (i) the Sponsor Support Agreement, (ii) the PLAYSTUDIOS Holders Support Agreements, (iii) the PIPE Subscription Agreements, and (iv) the Registration Rights Agreement. For additional information, see “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by the Sponsor, may request that Acies redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Acies’ transfer agent, New PLAYSTUDIOS will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Acies’ initial public offering into which substantially all of the proceeds from Acies’ initial public offering has been deposited for the benefit of Acies, its public shareholders and the underwriters of Acies’ initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 9, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public
 

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shares. The redemption takes place following the Domestication, and, accordingly, it is shares of New PLAYSTUDIOS Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Acies—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Acies’ public shareholders may exercise their redemption rights with respect to their public shares without affecting their ability to hold and exercise any public warrants.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 1, 2021, a copy of which is attached as Annex B to this proxy statement/prospectus (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of PLAYSTUDIOS to consummate the Mergers are conditioned on, among other things, that as of the Closing, (i) the Domestication has been completed, (ii) the amount of cash available in (x) the Trust Account, after deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their Acies Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to the payment of (a) deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment Amount (as defined herein), is at least equal to $200.0 million minus qualified expenses related to the cost of filing fees and seeking governmental approval of the Mergers (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). If such condition is not met, and such condition is not waived by PLAYSTUDIOS under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Acies redeem public shares in an amount that would cause Acies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
Acies is providing the accompanying proxy statement/prospectus and accompanying proxy card to Acies’ shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Acies’ shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Acies’ shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Acies has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all
 

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other proposals presented to Acies’ shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Acies, you should keep in mind that Acies’ directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposal D requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Business Combination Proposal, the Organizational Document Proposals (excluding Organizational Document Proposal D), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Director Election Proposal requires the affirmative vote of the majority of the holders of Acies Class B ordinary shares.
Your vote is very important.    Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACIES’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

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On behalf of the Acies Board of Directors, we would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Daniel Fetters and Edward King
Co-Chief Executive Officers
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to shareholders on or about                 , 2021.
 

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ACIES ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 365197)
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON           , 2021
TO THE SHAREHOLDERS OF ACIES ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of Acies Acquisition Corp., a Cayman Islands exempted company (“Acies” and, after the Domestication, as described below, “New PLAYSTUDIOS”), at           , Eastern Time on           , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021 or at such other time, on such other date and at such other place to which the meeting may be adjourned. You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

Proposal No. 1—The Business Combination Proposal—to consider and vote upon a proposal to approve by ordinary resolution and adopt the Merger Agreement, dated as of February 1, 2021 (the “Merger Agreement”), by and among Acies, Catalyst Merger Sub I, Inc., a wholly owned subsidiary of Acies (“First Merger Sub”), Catalyst Merger Sub II, LLC, a wholly owned subsidiary of Acies (“Second Merger Sub”), and PlayStudios, Inc. (“PLAYSTUDIOS”), a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”), in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”);

Proposal No. 2—The Domestication Proposal—to consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger Agreement and the other transactions contemplated by the Merger Agreement and documents related thereto, the “Business Combination”) (this proposal is referred to herein as the “Domestication Proposal”);

Proposal No. 3—Organizational Documents Proposals—to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by ordinary resolutions, save for the Organizational Documents Proposal D which requires a special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between Acies’ Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Acies Acquisition Corp. (a corporation incorporated in the State of Delaware, and upon the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “PLAYSTUDIOS, Inc.”
 

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in connection with the Business Combination (Acies after the Domestication, including after such change of name, is referred to herein as “New PLAYSTUDIOS”):

Organizational Documents Proposal A—to authorize by ordinary resolution the change in the authorized share capital of Acies from 500,000,000 Acies Class A ordinary shares and 50,000,000 Acies Class B ordinary shares to        shares of New PLAYSTUDIOS Class A common stock,        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS preferred stock (this proposal is referred to herein as “Organizational Documents Proposal A”);

Organizational Documents Proposal B—to authorize the board of directors of New PLAYSTUDIOS (the “New PLAYSTUDIOS Board of Directors”) to issue any or all shares of New PLAYSTUDIOS preferred stock (the “New PLAYSTUDIOS preferred stock”) in one or more classes or series, with such terms and conditions as may be expressly determined by New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal B”);

Organizational Documents Proposal C—to provide that the New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms (this proposal is referred to herein as “Organizational Documents Proposal C”); and

Organizational Documents Proposal D—to authorize, by way of special resolution, all other changes in connection with the amendment, restatement and replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including, among other things, (1) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.,” ​(2) making New PLAYSTUDIOS’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and (4) removing certain provisions related to Acies’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Acies Board of Directors believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal D”);

Proposal No. 4—Director Election Proposal—to consider and vote upon a proposal to approve by ordinary resolution, to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS (this proposal is referred to herein as the “Director Election Proposal”);

Proposal No. 5—Stock Issuance Proposal—to consider and vote upon a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (x) shares of New PLAYSTUDIOS common stock pursuant to the terms of the Merger Agreement and (y) shares of New PLAYSTUDIOS common stock to certain investors (the “PIPE Investors”) in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (this proposal is referred to herein as the “Stock Issuance Proposal”);

Proposal No. 6—The Incentive Plan Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the New PLAYSTUDIOS 2021 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”);

Proposal No. 7—The ESPP Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the New PLAYSTUDIOS Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP (this proposal is referred to herein as the “ESPP Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal, the
 

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Organizational Documents Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal, the “Condition Precedent Proposals”);

Proposal No. 8—Auditor Ratification Proposal—to consider and vote upon a proposal to approve by ordinary resolution, the ratification of the appointment of Marcum LLP as the independent registered public accountants of Acies to audit and report upon Acies’ consolidated financial statements for the fiscal year ending December 31, 2021 (this proposal is referred to herein as the “Auditor Ratification Proposal”).

Proposal No. 9—The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the Extraordinary General Meeting by ordinary resolution to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (this proposal is referred to herein as the “Adjournment Proposal”).
Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on                 , 2021 are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting. The Extraordinary General Meeting will be held at                 , Eastern Time on                 , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, CA 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021.
This proxy statement/prospectus and accompanying proxy card are being provided to Acies’ shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Acies’ shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 28 of this proxy statement/prospectus.
After careful consideration, the board of directors of Acies has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Acies’ shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Acies, you should keep in mind that Acies’ directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”) may request of Acies that New PLAYSTUDIOS redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
(ii)
submit a written request to Continental, Acies’ transfer agent, that New PLAYSTUDIOS redeem all or a portion of your public shares for cash; and
 

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(iii)
deliver your public shares to Continental, Acies’ transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Acies’ transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Acies’ transfer agent, New PLAYSTUDIOS will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering into which substantially all of the proceeds from Acies’ initial public offering has been deposited for the benefit of Acies, certain of its public shareholders and the underwriters of Acies’ initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 9, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New PLAYSTUDIOS common stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of Acies—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Acies’ public shareholders may exercise their redemption rights with respect to their public shares without affecting their ability to hold and exercise any public warrants.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Acies Acquisition LLC, a Delaware limited liability company and shareholder of Acies (the “Sponsor”), and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 1, 2021, a copy of which is attached to this proxy statement/prospectus statement as Annex B (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of PLAYSTUDIOS to consummate the Mergers are conditioned on, among other things, that as of the Closing, (i) the Domestication has been completed, (ii) the amount of cash available in (x) Trust Account, after deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their Acies Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to the payment of (a) deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment Amount (as defined herein), is at least equal to $200.0 million minus
 

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qualified expenses related to the cost of filing fees and seeking governmental approval of the Mergers (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). If such condition is not met, and such condition is not waived by PLAYSTUDIOS under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Acies redeem public shares in an amount that would cause Acies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
The approval of each of the Domestication Proposal and Organizational Documents Proposal D requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Business Combination Proposal, the Organizational Document Proposals (excluding Organizational Document Proposal D), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Director Election Proposal requires the affirmative vote of the majority of the holders of Acies Class B ordinary shares.
Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling 800-662-5200; banks and brokers can call collect at (203) 658-9400, or by emailing ACAC.info@investor.morrowsodali.com.
 

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Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Acies Acquisition Corp.,
           , 2021
Daniel Fetters
Edward King
Co-Chief Executive Officer Co-Chief Executive Officer
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACIES’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
 

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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Acies from other documents that are not included in or delivered with this proxy statement/prospectus.
You may request copies of this proxy statement/prospectus or other publicly available information concerning Acies, without charge, by written request to Daniel Fetters, Acies Acquisition Corp., 1219 Morningside Drive, Suite 110, Manhattan Beach, CA 90266, or by telephone request at (310) 545-9265; or Morrow Sodali, Acies’ proxy solicitor, by calling (800) 662-5200; banks and brokers can call collect at (203) 658-9400, or by emailing ACAC.info@investor.morrowsodali.com, or from the SEC through the SEC website at www.sec.gov.
In order for Acies’ shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Acies to be held on                 , 2021, you must request the information no later than           , 2021, five business days prior to the date of the Extraordinary General Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
 
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TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Acies does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
 
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SELECTED DEFINITIONS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “Acies” refer to Acies Acquisition Corp., and the terms “New PLAYSTUDIOS,” “combined company” and “post-combination company” refer to Acies Acquisition Corp. and its subsidiaries following the consummation of the Business Combination.
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
Acies” are to Acies Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;
Acies Board of Directors” are to the board of directors of Acies Acquisition Corp.;
Acies Class A ordinary shares” are to Acies’ Class A ordinary shares, par value $0.0001 per share;
Acies Class B ordinary shares” are to Acies’ Class B ordinary shares, par value $0.0001 per share;
Acies ordinary shares” are to Acies Class A ordinary shares and the Acies Class B ordinary shares, collectively;
Acies units” and “units” are to the units of Acies, each unit representing one Acies Class A ordinary share and one-third of one redeemable warrant to acquire one Acies Class A ordinary share, that were offered and sold by Acies in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof) which will automatically separate into their component parts and will not be traded after the Business Combination;
“Acies warrants” are to the public warrants and the private placement warrants;
“Adjournment Proposal” are to a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting;
Auditor Ratification Proposal” are to a proposal to approve by ordinary resolution, the appointment by the audit committee of Marcum LLP as theindependent registered public accountants of Acies to audit and report upon Acies consolidated financial statements for the fiscal year ending December 31, 2021;
Available Cash” are to Minimum Available Cash Amount;
Business Combination” are to the Domestication, together with the Merger Agreement (including the Mergers) and the Transactions;
Business Combination Proposal” are to a proposal to approve by ordinary resolution and adopt the Merger Agreement and approve the Business Combination;
Cayman Constitutional Documents” are to Acies’ Amended and Restated Memorandum and Articles of Association, as amended from time to time;
Cayman Islands Companies Act” are to the Cayman Islands Companies Act (2021 Revision);
Closing” are to the closing of the Business Combination;
Company,” “we,” “us” and “our” are to Acies prior to its domestication as a corporation in the State of Delaware and New PLAYSTUDIOS after its domestication as a corporation incorporated in the State of Delaware, including after its change of name to PLAYSTUDIOS, Inc.;
Condition Precedent Approvals” are to approval at the Extraordinary General Meeting of the Condition Precedent Proposals;
Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal, collectively;
 
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Continental” are to Continental Stock Transfer & Trust Company;
COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks;
DGCL” are to the Delaware General Corporation Law, as amended;
Director Election Proposal” are to a proposal to approve by ordinary resolution the election of seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS;
Domestication” are to the domestication of Acies Acquisition Corp. as a corporation incorporated in the State of Delaware;
Domestication Proposal” are to a proposal to approve by special resolution the Domestication;
Earnout Shares” are to 15,000,000  shares of New PLAYSTUDIOS common stock in the form of earnout consideration, payable in two equal tranches if the closing price of the New Class A common stock exceeds $12.50 and $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the closing of the Business Combination and ending no later than the five-year anniversary of the closing;
ESPP Proposal” are to a proposal to approve by ordinary resolution the ESPP;
Effective Time” are to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the First Merger or such later time as may be agreed by Acies and PLAYSTUDIOS in writing and specified in such certificate of merger.
ESPP” are to the New PLAYSTUDIOS 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex G;
Exchange Act” are to the Securities Exchange Act of 1934, as amended;
Extraordinary General Meeting” are to the extraordinary general meeting of Acies to be held on                 , 2021;
First Merger” are to the merger of Catalyst Merger Sub I, Inc. with and into PLAYSTUDIOS, with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of New PLAYSTUDIOS;
Founder” are to Andrew Pascal;
Founder Group” are to Andrew Pascal or any member of the Pascal Family Trust and their respective affiliates;
GAAP” are to the U.S. generally accepted accounting principles;
HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
Incentive Plan” are to the New PLAYSTUDIOS 2021 Equity Incentive Plan attached to this proxy statement/prospectus as Annex F;
Incentive Plan Proposal” are to a proposal to approve by ordinary resolution the Incentive Plan;
initial public offering” or “IPO” are to Acies’ initial public offering that was consummated on October 27, 2020;
IPO registration statement” are to the Registration Statement on Form S-1 (333-249297) filed by Acies in connection with its initial public offering, which became effective on October 22, 2020;
IRS” are to the U.S. Internal Revenue Service;
JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
Merger Agreement” are to the Agreement and Plan of Merger, dated February 1, 2021, by and between Acies, PLAYSTUDIOS, First Merger Sub and Second Merger Sub;
Mergers” are to the First Merger and the Second Merger;
 
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Minimum Available Cash Amount” are to Trust Amount plus the PIPE Investment Amount being at least equal to $200.0 million minus qualified expenses related to the cost of filing fees and seeking governmental approval of the Mergers;
Minimum Cash Condition” are to the condition at Closing that the Minimum Available Cash Amount is satisfied;
Nasdaq” are to the Nasdaq Capital Market;
New PLAYSTUDIOS” are to Acies after the Domestication and its name change from Acies Acquisition Corp.;
New PLAYSTUDIOS Board of Directors” are to the board of directors of New PLAYSTUDIOS;
New PLAYSTUDIOS Class A common stock” are to shares of New PLAYSTUDIOS Class A common stock, par value $0.0001 per share;
New PLAYSTUDIOS Class B common stock” are to shares of New PLAYSTUDIOS Class B common stock, par value $0.0001 per share;
New PLAYSTUDIOS common stock” are to shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock, collectively;
New PLAYSTUDIOS warrant” are to warrants to purchase shares of New PLAYSTUDIOS Class A common stock;
Offer” are to the offer provided to the Acies Shareholders to have their Acies Class A ordinary shares redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in the Merger Agreement, the Cayman Constitutional Documents, the Trust Agreement, and the Proxy Statement in conjunction with obtaining approval from the Acies Shareholders of the Merger Agreement and the proposals contemplated by this proxy statement / prospectus,
Organizational Documents Proposal A” are to a proposal to authorize by ordinary resolution the change in the authorized share capital of Acies from 500,000,000 Acies Class A ordinary shares and 50,000 Acies Class B ordinary shares to        shares of New PLAYSTUDIOS Class A common stock,        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS preferred stock;
Organizational Documents Proposal B” are to a proposal to authorize by ordinary resolution the New PLAYSTUDIOS Board of Directors to issue any or all shares of New PLAYSTUDIOS preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL;
Organizational Documents Proposal C” are to a proposal to provide by ordinary resolution that the New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms;
Organizational Documents Proposal D” are to a proposal to authorize by special resolution all other changes in connection with the amendment, restatement and replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including, among other things, (1) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.,” ​(2) making New PLAYSTUDIOS’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and (4) removing certain provisions related to Acies’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Acies Board of Directors believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination;
Organizational Documents Proposals” are to Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C and Organizational Documents Proposal D, collectively;
 
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Person” are to any individual, firm, corporation, partnership (limited or general), limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;
PIPE Investment” are to the purchase of shares of New PLAYSTUDIOS Class A common stock pursuant to the Subscription Agreements;
PIPE Investment Amount” are to the aggregate gross purchase price received by Acies prior to or substantially concurrently with the Closing for the shares in the PIPE Investment;
PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;
PLAYSTUDIOS” are to PlayStudios, Inc. prior to the Business Combination;
PLAYSTUDIOS capital stock” are to the PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock;
PLAYSTUDIOS common stock” are to shares of PLAYSTUDIOS common stock, par value $0.00005 per share;
PLAYSTUDIOS Options” are to options to purchase shares of PLAYSTUDIOS common stock;
PLAYSTUDIOS preferred stock” are to shares of PLAYSTUDIOS preferred stock, par value $0.00005 per share;
PLAYSTUDIOS stockholders” are to the stockholders of PLAYSTUDIOS, holders of PLAYSTUDIOS Warrants and holders of vested PLAYSTUDIOS Options prior to the Business Combination;
PLAYSTUDIOS warrants” are to warrants to purchase shares of PLAYSTUDIOS capital stock;
private placement warrants” are to the Acies private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of New PLAYSTUDIOS issued as a matter of law upon the conversion thereof at the time of the Domestication;
pro forma” are to giving pro forma effect to the Business Combination;
Proposed Bylaws” are to the proposed bylaws of New PLAYSTUDIOS upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex J;
Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New PLAYSTUDIOS upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex I;
Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
public shareholders” are to holders of public shares, whether acquired in Acies’ initial public offering or acquired in the secondary market;
public shares” are to the Acies Class A ordinary shares (including those that underlie the units) that were offered and sold by Acies in its initial public offering and registered pursuant to the IPO registration statement or the shares of New PLAYSTUDIOS common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Acies in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of New PLAYSTUDIOS issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;
 
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Registration Rights Agreement” are to the Registration Rights Agreement to be entered into at Closing, by and among New PLAYSTUDIOS, the Sponsor, certain stockholders of PLAYSTUDIOS, and certain other stockholders;
Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
SEC” are to the U.S. Securities and Exchange Commission;
Second Effective Time” are to the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the Second Merger or such later time as may be agreed by Acies and PLAYSTUDIOS in writing and specified in such certificate of merger;
Second Merger” are to, immediately following the First Merger, and as part of an integrated transaction with the First Merger, the merger of PLAYSTUDIOS, as the surviving corporation of the First Merger, with and into Catalyst Merger Sub II, LLC with Catalyst Merger Sub II, LLC being the surviving entity of the Second Merger;
Securities Act” are to the Securities Act of 1933, as amended;
Service Provider” are to any employee (including any PLAYSTUDIOS employee as defined in the Merger Agreement), officer, director, manager, individual independent contractor or consultant of PLAYSTUDIOS or its subsidiaries;
Sponsor” are to Acies Acquisition LLC, a Delaware limited liability company;
Sponsor Shares” are to the Acies Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the New PLAYSTUDIOS Class A common stock that will be issued upon the conversion thereof;
Sponsor Support Agreement” are to that certain Support Agreement, dated February 1, 2021, by and among the Sponsor, Acies, and PLAYSTUDIOS, as amended and modified from time to time;
Stock Issuance Proposal” are to a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New PLAYSTUDIOS common stock pursuant to the terms of the Merger Agreement and to the PIPE Investors in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements Acies may enter into prior to Closing;
Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;
Transactions” are to the other transactions contemplated by the Merger Agreement and documents related thereto;
Trust Account” are to the trust account established at the consummation of Acies’ initial public offering maintained by Continental, acting as trustee, into which substantially all of the proceeds from Acies’ initial public offering has been deposited for the benefit of Acies, certain of its public shareholders and the underwriters of Acies’ initial public offering;
Trust Agreement” are to the Investment Management Trust Agreement, dated October 22, 2020, by and between Acies and Continental, as trustee; and
Trust Amount” are to the amount of cash in the Trust Account, after deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their Acies Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of Acies or its affiliates).
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to Class A ordinary shares, shares of New PLAYSTUDIOS Class A common stock or warrants include such securities underlying the units.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, the plans, strategies and prospects, both business and financial, of Acies and PLAYSTUDIOS. These statements are based on the beliefs and assumptions of the management of Acies and PLAYSTUDIOS and constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Although Acies and PLAYSTUDIOS believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Acies nor PLAYSTUDIOS can assure you that either will achieve or realize these plans, intentions or expectations. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

the ability of Acies and PLAYSTUDIOS to complete the Business Combination or, if Acies does not consummate such Business Combination, any other initial business combination;

the ability of Acies and PLAYSTUDIOS to achieve satisfaction or waiver (if applicable) of the conditions to the Mergers, including, among other things:

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by Acies’ shareholders of the Business Combination and related agreements and transactions by the respective shareholders of Acies and PLAYSTUDIOS, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of approval for listing on Nasdaq of the shares of New PLAYSTUDIOS Class A common stock to be issued in connection with the Mergers, (iv) that Acies have at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions or statute, rule or regulation prohibiting the transactions;

the completion of the Domestication;

the availability of an amount of cash at least equal to the Minimum Available Cash Amount;

the ability of Acies to realize the benefits expected from the Business Combination;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of New PLAYSTUDIOS;

the ability to obtain or maintain the listing of New PLAYSTUDIOS Class A common stock or warrants on Nasdaq following the Business Combination;

Acies’ public securities’ potential liquidity and trading;

New PLAYSTUDIOS’ ability to raise financing in the future;

New PLAYSTUDIOS’ success in retaining or recruiting, or changes required in, its officers, key employees or directors following the completion of the Business Combination;

Acies’ officers and directors allocating their time to other businesses and potentially having conflicts of interest with Acies’ business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to Acies from interest income on the trust account balance;
 
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factors relating to the business, operations and financial performance of PLAYSTUDIOS and its subsidiaries, including:

changes in the competitive and regulated industries in which PLAYSTUDIOS operates, variations in operating performance across competitors, changes in laws and regulations affecting PLAYSTUDIOS’ business and changes in the combined capital structure;

the ability to implement business plans, forecasts and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

the impact of COVID-19 on PLAYSTUDIOS business and/or the ability of the parties to complete the Business Combination;

costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize any financial projections or estimated pro forma results and the related underlying assumptions, including with respect to estimated Acies shareholder redemptions; and

other risk and uncertainties detailed under the section titled “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on Acies or PLAYSTUDIOS. There can be no assurance that future developments affecting Acies or PLAYSTUDIOS will be those that Acies or PLAYSTUDIOS have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Acies’ control or the control of PLAYSTUDIOS) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 28 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of Acies’ or PLAYSTUDIOS’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Acies and PLAYSTUDIOS undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any Acies shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Extraordinary General Meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Acies and PLAYSTUDIOS.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF ACIES
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Acies’ shareholders. Acies urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at                 , Eastern Time on                 , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Acies shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub, with and into PLAYSTUDIOS, with PLAYSTUDIOS surviving the First Merger as a wholly owned subsidiary of, and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the merger of Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, pursuant to the terms of the Merger Agreement, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section titled “Business Combination Proposal” for more detail.
A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.
As a condition to the Mergers, Acies will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Acies’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Acies Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, (2) each of the then issued and outstanding Acies Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock after giving effect to the forfeiture of certain Acies Class B ordinary shares held by the Sponsor pursuant to the Sponsor Support Agreement, (3) each then issued and outstanding Acies warrant will convert automatically, on a one-for-one basis, into one New PLAYSTUDIOS warrant, under substantially the same terms and conditions of the Warrant Agreement, as warrant agent, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement, and (4) each of the then issued and outstanding Acies units that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units. For further details, see “Domestication Proposal.”
The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of Acies?” below.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
 
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Q:
What proposals are shareholders of Acies being asked to vote upon?
A:
At the Extraordinary General Meeting, Acies is asking holders of ordinary shares to consider and vote upon:

the Business Combination Proposal;

the Domestication Proposal;

the Organizational Documents Proposals;

the Director Election Proposal;

the Stock Issuance Proposal;

the Incentive Plan Proposal;

the ESPP Proposal;

the Auditor Ratification Proposal; and

the Adjournment Proposal.
If Acies’ shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See “Business Combination Proposal,” “Domestication Proposal,” “Organizational Documents Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “Incentive Plan Proposal,” “ESPP Proposal,” “Auditor Ratification Proposal,” and “Adjournment Proposal.”
Acies will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of Acies should read it carefully.
After careful consideration, the Acies Board of Directors has determined that the Business Combination Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are in the best interests of Acies and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
Why is Acies proposing the Business Combination?
A:
Acies was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.
Based on its due diligence investigations of PLAYSTUDIOS and the industry in which it operates, including the financial and other information provided by PLAYSTUDIOS in the course of Acies’ due diligence investigations, the Acies Board of Directors believes that the Business Combination with PLAYSTUDIOS is in the best interests of Acies and its shareholders and presents an opportunity to increase shareholder value. However, there can be no assurances of this.
Although the Acies Board of Directors believes that the Business Combination with PLAYSTUDIOS presents a unique business combination opportunity and is in the best interests of Acies and its
 
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shareholders, the Acies Board of Directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section titled “Business Combination Proposal—Acies Board of Directors’ Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors—Risks Related to PLAYSTUDIOS’ Business.”
Q:
Is my vote important?
A:
Yes.   The Business Combination cannot be completed unless the Merger Agreement is adopted by the Acies shareholders holding a majority of the votes cast on such proposal and the other Condition Precedent Proposals achieve the necessary votes outlined below. Only Acies shareholders as of the close of business on                 , 2021, the record date for the Extraordinary General Meeting, are entitled to vote at the Extraordinary General Meeting. The Acies Board of Directors unanimously recommends that such Acies shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal.
Q:
What will PLAYSTUDIOS stockholders receive in return for Acies’ acquisition of all of the issued and outstanding equity interests of PLAYSTUDIOS?
A:
As a result of and upon the Closing, among other things, all outstanding shares PLAYSTUDIOS capital stock will be cancelled in exchange for the right to receive cash or shares of New PLAYSTUDIOS common stock, at the election of each holder PLAYSTUDIOS capital stock, and the applicable earnout pro rata portion of Earnout Shares, in the amount of the Aggregate Merger Consideration. The Aggregate Merger Consideration does not take into account certain additional issuances and payments which may be made under the terms of the Merger Agreement, as contemplated thereunder, including, if applicable, to the PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements. For further details, see “Business Combination Proposal—The Merger Agreement—Effects of the Merger Agreement—Aggregate Merger Consideration.”
Q:
What equity stake will current Acies shareholders and PLAYSTUDIOS stockholders hold in New PLAYSTUDIOS immediately after the consummation of the Business Combination?
A:
As of the date of this proxy statement/prospectus, there are (i) 21,525,000 Acies Class A ordinary shares issued and outstanding (including as part of the issued and outstanding Acies units) and (ii) 5,381,250 Acies Class B ordinary shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are is an aggregate of 7,175,000 public warrants and 4,536,667 private placement warrants of Acies, in each case, issued and outstanding. Each whole warrant entitles the holder thereof to purchase one Acies Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New PLAYSTUDIOS Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Acies fully diluted share capital would be 38,617,917.
It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Merger Agreement), (1) Acies’ public shareholders will own approximately 16.5% of the outstanding New PLAYSTUDIOS common stock, (2) PLAYSTUDIOS stockholders (without taking into account any public shares held by PLAYSTUDIOS stockholders prior to the consummation of the Business Combination) will own approximately 60.9% of the outstanding New PLAYSTUDIOS Class A common stock and 100.0% of the outstanding New PLAYSTUDIOS Class B common stock, representing 12.6% of the outstanding New PLAYSTUDIOS common stock, and (3) the Sponsor will own approximately 3.5% of the outstanding New PLAYSTUDIOS common stock. Members of the Founder Group will be the only holders of shares of New PLAYSTUDIOS Class B common stock, with each share entitled to twenty (20) votes. As a result, it is expected that the Founder Group will hold over 70% of the outstanding voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that
 
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(x) New PLAYSTUDIOS issues 63,041,235 shares of New PLAYSTUDIOS Class A common stock and 16,482,910 shares of New PLAYSTUDIOS Class B common stock to PLAYSTUDIOS stockholders as the Aggregate Merger Consideration pursuant to the Merger Agreement, and (y) New PLAYSTUDIOS issues 25,000,000 shares of New PLAYSTUDIOS Class A common stock to the PIPE Investors pursuant to the PIPE Investment, and (iii) that the current PLAYSTUDIOS stockholders elect to receive cash of $140.3 million as consideration in the Business Combination, which represents the maximum amount that such stockholders may elect to receive as cash consideration under the Merger Agreement (assuming no exercise of outstanding PLAYSTUDIOS Options as of September 30, 2020). If the actual facts are different from these assumptions, the percentage ownership retained by Acies’ existing shareholders in the combined company will be different.
The following table illustrates varying ownership levels in New PLAYSTUDIOS immediately following the consummation of the Business Combination based on (i) the assumptions above, and (ii) a scenario in which holders of 21,525,000 shares of Acies Class A ordinary shares exercise their redemption rights for their pro rata share of the funds in the Trust Account. The Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Acies will have a minimum of $200 million in cash comprising (i) the cash held in the Trust Account after giving effect to Acies share redemptions, (ii) proceeds from the PIPE Investment and (iii) less certain filing fees incurred by Acies. As the proceeds from the PIPE Investment are expected to satisfy the minimum cash requirement, the total Trust Account balance of $215.3 million as of September 30, 2020, adjusted for the effect of IPO and the additional issuance of shares and sale of private placement warrants in connection with the underwriters’ partial exercise of their over-allotment option, is reflected as being redeemed.
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%
(1)
Excludes the shares of New PLAYSTUDIOS Class A common stock underlying Acies public and private placement warrants under both scenarios, as the warrants are not exercisable until 30 days after the close of the Business Combination or one year from the closing of the IPO.
(2)
Includes 900,000 shares of New PLAYSTUDIOS Class A common stock held by the Sponsor under both scenarios that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the closing date of the Business Combination.
(3)
Excludes shares of New PLAYSTUDIOS common stock underlying New PLAYSTUDIOS Options as well as any potential earn-out consideration, as they do not represent legally outstanding shares of New PLAYSTUDIOS common stock at Closing.
If none of the PLAYSTUDIOS stockholders elect to receive any cash as consideration in the Business Combination, in the no redemptions scenario, an additional 14.0 million shares of New PLAYSTUDIOS common stock will be issued to current PLAYSTUDIOS stockholders and an additional $140.3 million in cash will be available on the New PLAYSTUDIOS balance sheet at Closing. In the maximum redemption scenario, no PLAYSTUDIOS stockholders will receive any cash as consideration in the Business Combination.
 
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The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New PLAYSTUDIOS’ share ownership will be after the Closing. For more information about the merger consideration, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Business Combination Proposal—The Merger Agreement—Effects of the Merger Agreement—Aggregate Merger Consideration.”
Q:
Why is Acies proposing the Domestication?
A:
The Acies Board of Directors believes that there are significant advantages to us that will arise as a result of a change of Acies’ domicile to Delaware. Further, the Acies Board of Directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The Acies Board of Directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Acies and its shareholders: including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section titled “Domestication Proposal—Reasons for the Domestication.”
To effect the Domestication, Acies will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Acies will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the Mergers under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Q:
What amendments will be made to the current constitutional documents of Acies?
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Acies’ shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace Acies’ Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
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
 
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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
 
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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.
Q:
How will the Domestication affect my ordinary shares, warrants and units?
A:
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Acies Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, (2) each of the then issued and outstanding Acies Class B ordinary shares, will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, after giving effect to the forfeiture of certain Acies Class B ordinary shares held by the Sponsor pursuant to the Sponsor Support Agreement; (3) each then issued and outstanding Acies warrant will convert automatically, on a one-for-one basis, into a New PLAYSTUDIOS warrant, on substantially the same terms and conditions as specified in the Warrant Agreement, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement; and (4) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units. See “Domestication Proposal” for additional information. Acies Units will separate automatically into their individual components at the consummation of the Business Combination and will no longer be traded.
 
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Q:
What are the U.S. federal income tax consequences of the Domestication?
A
As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” ​(“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Internal Revenue Code and, as a result:

A U.S. Holder whose Acies Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Acies shares entitled to vote and less than 10% of the total value of all classes of Acies stock generally will not recognize any gain or loss and will not be required to include any part of Acies’ earnings in income in connection with the Domestication;

A U.S. Holder whose Acies Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Acies stock entitled to vote and less than 10% of the total value of all classes of Acies stock will generally recognize gain (but not loss) on the exchange of Acies Class A ordinary shares for New PLAYSTUDIOS common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend deemed paid by Acies the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Internal Revenue Code) attributable to its Acies Class A ordinary shares provided certain other requirements are satisfied; and

A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of Acies stock entitled to vote or 10% or more of the total value of all classes of Acies stock will generally be required to include in income as a deemed dividend deemed paid by Acies the “all earnings and profits amount” attributable to its Acies Class A ordinary shares as a result of the Domestication.
Acies does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
As discussed more fully under “U.S. Federal Income Tax Considerations,” Acies believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Internal Revenue Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Acies Class A ordinary shares or warrants for New PLAYSTUDIOS common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Internal Revenue Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Internal Revenue Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations” with respect to their Acies Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Internal Revenue Code. Currently, there are no elections available that apply to Acies warrants, and the application of the PFIC rules to Acies warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”
Each U.S. Holder of Acies Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the
 
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exchange of Acies Class A ordinary shares and warrants for New PLAYSTUDIOS common stock and warrants pursuant to the Domestication.
Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s New PLAYSTUDIOS common stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”
Q:
What material negative factors did Acies Board of Directors consider in connection with the Business Combination?
A:
Although the Acies Board of Directors believes that the acquisition of PLAYSTUDIOS will provide Acies’ shareholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the Acies Board of Directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Acies shareholders would not approve the Business Combination and the risk that significant numbers of Acies shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section titled “Business Combination Proposal—Acies Board of Directors’ Reasons for Approval of the Business Combination,” as well as in the section titled “Risk Factors—Risk Factors Relating to the Business Combination and Integration of PLAYSTUDIOS’ Business.”
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor has agreed to waive its redemption rights with respect to all of the Sponsor Shares in connection with the consummation of the Business Combination. The Sponsor Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Q:
How do I exercise my redemption rights?
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental, Acies’ transfer agent, that New PLAYSTUDIOS redeem all or a portion of your public shares for cash; and

deliver your public shares to Continental, Acies’ transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
 
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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time on,           , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
The address of Continental, Acies’ transfer agent, is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Acies’ transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Acies’ transfer agent, New PLAYSTUDIOS will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 9, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Acies’ creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New PLAYSTUDIOS common stock that will be redeemed immediately after consummation of the Business Combination.
If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. New PLAYSTUDIOS common stock that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.
Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to Acies unless the Board of Directors of Acies determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may be in whole or in part). You may make such request by contacting Continental, Acies’ transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, Acies’ transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Acies’ agent, at least two business days prior to the vote at the Extraordinary General Meeting.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
 
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Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No.   Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Acies’ transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Acies’ transfer agent, by 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the Extraordinary General Meeting) in order to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A
The U.S. federal income tax consequences of exercising redemption rights to receive cash from the trust account in exchange for its New PLAYSTUDIOS common stock will generally depend on your particular facts and circumstances. It is possible that you may be treated as selling such New PLAYSTUDIOS common stock and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New PLAYSTUDIOS common stock that the holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Internal Revenue Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Internal Revenue Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”
All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
A:
Following the closing of Acies’ initial public offering, an amount equal to $215.3 million ($10.00 per unit) of the net proceeds from Acies’ initial public offering and the sale of the private placement warrants was placed in the trust account. As of November 9, 2020, funds in the trust account totaled $215.3 million and were held in U.S. Treasury Bills. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Acies’ obligation to redeem 100% of the public shares if it does not complete a business combination by October 22, 2022, and (3) the redemption of all of the public shares if Acies is unable to complete a business combination by October 22, 2022, subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of Acies public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New PLAYSTUDIOS following the Business Combination. See “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”
Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even
 
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though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of PLAYSTUDIOS to consummate the Mergers are conditioned on, among other things, that as of the Closing, the amount of cash available from the sum of the Trust Amount plus the PIPE Investment Amount satisfies the Minimum Cash Condition. In addition, in no event will we redeem public shares in an amount that would cause Acies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by Acies’ shareholders of the Business Combination and related agreements and transactions by the respective shareholders of Acies and PLAYSTUDIOS, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of approval for listing on Nasdaq of the shares of New PLAYSTUDIOS common stock to be issued in connection with the Mergers, (iv) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (v) the satisfaction of the Minimum Cash Condition, (vi) that Acies have at least $5,000,001 of net tangible assets upon Closing and (vii) the absence of any injunctions or statute, rule or regulation prohibiting the transactions.
For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal—The Merger Agreement.”
Q:
When do you expect the Business Combination to be completed?
A:
It is currently expected that the Business Combination will be consummated promptly following the Extraordinary General Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Acies’ shareholders at the Extraordinary General Meeting and Acies elects to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal—The Merger Agreement.”
Q:
What happens if the Business Combination is not consummated?
A:
Acies will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If Acies is not able to complete the Business Combination with PLAYSTUDIOS by October 22, 2022 and is not able to complete another business combination by such date, as such date may be extended pursuant to the Cayman Constitutional Documents, Acies will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
A:
Neither Acies’ shareholders nor Acies’ warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
 
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Q:
What do I need to do now?
A:
Acies urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Acies’ shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of ordinary shares on the record date for the Extraordinary General Meeting, you may vote at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you vote at the Extraordinary General Meeting, you will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Acies can be sure that the broker, bank or nominee has not already voted your shares. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Acies Board of Directors “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Adjournment Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on a particular proposal.
Q:
When and where will the Extraordinary General Meeting be held?
A:
The Extraordinary General Meeting will be held at           , Eastern Time on           , 2021 at
 
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the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at https://www.cstproxy.com/aciesacq/sm2021, unless the Extraordinary General Meeting is adjourned.
Q:
Who is entitled to vote at the Extraordinary General Meeting?
A:
Acies has fixed                 , 2021 as the record date for the Extraordinary General Meeting. If you were a shareholder of Acies at the close of business on the record date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Extraordinary General Meeting.
Q:
How many votes do I have?
A:
Acies shareholders are entitled to one vote at the Extraordinary General Meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the Extraordinary General Meeting, there were 26,906,250 ordinary shares issued and outstanding, of which 21,525,000 were issued and outstanding public shares.
Q:
What constitutes a quorum?
A:
A quorum of Acies shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. As of the record date for the Extraordinary General Meeting, 13,453,126 ordinary shares would be required to achieve a quorum.
Q:
Where will the New PLAYSTUDIOS Class A common stock that Acies shareholders receive in the Business Combination be publicly traded?
A:
Assuming the Business Combination is completed, the shares of New PLAYSTUDIOS Class A common stock (including the New PLAYSTUDIOS Class A common stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “MYPS” and the New PLAYSTUDIOS warrants will be listed and traded on Nasdaq under the ticker symbol “MYPSW”. New PLAYSTUDIOS will not have units traded.
Q:
What vote is required to approve each proposal at the Extraordinary General Meeting? What will happen if I fail to vote or abstain from voting on each proposal?
A:
The following votes are required for each proposal at the Extraordinary General Meeting:

Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Sponsor agreed to vote their shares in favor of the Business Combination. The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of ordinary shares.

Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Domestication Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Domestication Proposal will have no effect, even if approved by holders of ordinary shares.
 
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Organizational Documents Proposals:   The separate approval of each of the Organizational Documents Proposals requires an ordinary resolution, other than Organizational Documents Proposal D which requires a special resolution, under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. Each of the Organizational Documents Proposals is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Organizational Documents Proposals will have no effect, even if approved by holders of ordinary shares.

Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the holders of the Acies Class B ordinary shares. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Director Election Proposal will have no effect, even if approved by holders of ordinary shares.

The Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Stock Issuance Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ordinary shares.

Incentive Plan Proposal:   The approval of the Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Incentive Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of ordinary shares.

The ESPP Proposal:   The approval of the ESPP Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The ESPP Proposal is conditioned on the approval of the Stock Issuance Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are not approved, the ESPP Proposal will have no effect, even if approved by holders of ordinary shares.

Auditor Ratification Proposal:    The approval of the Auditor Ratification Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Auditor Ratification Proposal is not conditioned upon any other proposal.

Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary
 
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shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon any other proposal.
Q:
What are the recommendations of Acies Board of Directors?
A:
Acies Board of Directors believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Acies’ shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Ratification Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Q:
How does the Sponsor intend to vote their shares?
A:
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the Sponsor Shares and any other public shares they may hold in favor of all the proposals being presented at the Extraordinary General Meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20% of the issued and outstanding ordinary shares. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 46.7% of the remaining shares to approve the Business Combination.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Business Combination Proposal, the Organizational Documents Proposals (excluding Organizational Document Proposal D and the Director Election Proposal), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and Organizational Documents Proposal D, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of
 
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public shares electing to redeem and (5) Acies’ net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q:
What happens if I sell my Acies ordinary shares before the Extraordinary General Meeting?
A:
The record date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes.   Shareholders may send a later-dated, signed proxy card to Acies’ Co-Chief Executive Officers at Acies’ address set forth below so that it is received by Acies’ Co-Chief Executive Officers prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on,                 , 2021) or attend the Extraordinary General Meeting, revoking your proxy, and voting online. Shareholders also may revoke their proxy by sending a notice of revocation to Acies’ Co-Chief Executive Officers, which must be received by Acies’ Co-Chief Executive Officers prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the Extraordinary General Meeting?
A:
If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New PLAYSTUDIOS. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Acies. However, if you fail to vote with respect to the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
Q:
How will my Acies Shares be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your Acies Shares to be voted, then your Acies Shares will be voted “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal.
Q:
What should I do with my share certificates, warrant certificates or unit certificates?
 
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A:
Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Acies’ transfer agent, prior to the Extraordinary General Meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on,                 , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of Acies units, Acies Class A ordinary shares, Acies Class B ordinary shares and Acies warrants will receive, shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their  Acies Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Acies Class B ordinary shares, Acies units or Acies warrants.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
Q:
Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A:
Acies is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Acies and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Acies will bear the cost of soliciting proxies for the Extraordinary General Meeting. Acies has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies. Acies will pay Morrow Sodali a fee of $25,000, plus disbursements. Such fee will be paid with non-trust account funds. Acies will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Acies will reimburse them for their reasonable expenses. Acies’ directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of Acies—Revoking Your Proxy.”
Q:
Where can I find the voting results of the Extraordinary General Meeting?
A:
The preliminary voting results will be expected to be announced at the Extraordinary General Meeting. Acies will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, or the enclosed proxy card, you should contact:
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (203) 658-9400
Email: ACAC.info@investor.morrowsodali.com
 
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You also may obtain additional information about Acies from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Acies’ transfer agent, at the address below prior to the Extraordinary General Meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section titled “Business Combination Proposal—The Merger Agreement.”
Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the Acies warrants.
Combined Business Summary
The Parties to the Business Combination
Acies and its Subsidiaries
Acies is a blank check company incorporated on August 14, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Acies is not limited to a particular industry or sector for purposes of consummating a business combination, Acies focuses on businesses in the live, location-based and mobile experiential entertainment industries, specifically sectors that span live events, family entertainment, casino gaming, destination hospitality, sports, sports betting and iGaming, and social and casual mobile games. We are predominantly focused on the U.S. however our search may expand to international markets, primarily located in the U.S.. Acies has neither engaged in any operations nor generated any revenue to date. Based on Acies’ business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On October 27, 2020, Acies consummated its initial public offering of its units, with each unit consisting of one Acies Class A ordinary share and one-third of one public warrant. Simultaneously with the closing of its initial public offering, Acies completed the private sale of 4,333,333 private placement warrants at a purchase price of $1.50 per private placement warrant to the Sponsor generating gross proceeds of $6,500,000 . On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, Acies consummated the sale of an additional 1,525,000 Acies units, at $10.00 per unit, generating gross proceeds of $15,250,000. Simultaneously with the partial exercise of the over-allotment option, Acies consummated the sale of an additional 203,334 private placement warrants, at $1.50 per private placement warrant, generating gross proceeds of $305,000. The private placement warrants are identical to the warrants sold as part of the units in Acies’ initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of Acies’ initial business combination; (iii) they may be exercised by the holders on a cashless basis; and (iv) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.
Following the closing of Acies’ initial public offering and the partial exercise of the underwriters’ over-allotment option, a total of $215,250,000 ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the Trust Account. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less (“U.S. Treasury Bills”) or in money market funds investing solely in U.S. Treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). As of November 9, 2020, funds in the Trust Account totaled $215.3 million and were held in U.S. Treasury Bills. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including
 
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the Closing), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Acies’ obligation to redeem 100% of the public shares if it does not complete a business combination by October 22, 2022 and (iii) the redemption of all of the public shares if Acies is unable to complete a business combination by October 22, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
Acies units, public shares and public warrants are listed on Nasdaq under the symbols “ACACU,” “ACAC” and “ACACW,” respectively.
Acies’ principal executive office is located at 1219 Morningside Drive, Suite 110, Manhattan Beach, California 90266. Its telephone number is (310) 545-9265. Acies’ corporate website address is www.aciesacq.com. Acies’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
The merger subsidiaries are all direct wholly owned subsidiaries of Acies. Catalyst Merger Sub I, Inc. (“First Merger Sub”) is a Delaware corporation and was incorporated on January 27, 2021. Catalyst Merger Sub II, LLC, (“Second Merger Sub”) is a Delaware limited liability company and was formed on January 27, 2021. Neither of the merger subsidiaries owns any material assets or operates any business.
PLAYSTUDIOS
PLAYSTUDIOS is a leading developer and publisher of free-to-play casual games for mobile and social platforms that are powered by a differentiated playAWARDS loyalty platform. PLAYSTUDIOS’ principal executive office is located at 10150 Covington Cross Drive, Las Vegas, Nevada 89144. Its telephone number is (725) 877-7000.
The Business Combination and the Merger Agreement
The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Business Combination.
If the Merger Agreement is approved and adopted and the Business Combination is consummated, First Merger Sub will merge with and into PLAYSTUDIOS with PLAYSTUDIOS surviving the merger, and immediately thereafter, the surviving corporation will merge with and into Second Merger Sub with Second Merger Sub surviving the merger as a wholly owned subsidiary of New PLAYSTUDIOS.
Structure of the Business Combination
On February 1, 2021, Acies entered into the Merger Agreement with First Merger Sub, Second Merger Sub and PLAYSTUDIOS, pursuant to which, among other things, following the Domestication, (i) First Merger Sub will merge with and into PLAYSTUDIOS, the separate corporate existence of First Merger Sub will cease and PLAYSTUDIOS will be the surviving corporation and a wholly owned subsidiary of Acies and, immediately following the First Merger, (ii) as part of an integrated transaction with the First Merger, PLAYSTUDIOS, as the surviving corporation of the First Merger, will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, and (iii) Acies will change its name to “PLAYSTUDIOS, Inc.”
Prior to and as a condition of the Mergers, pursuant to the Domestication, Acies will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Acies’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information, see “Domestication Proposal.”
The following diagrams illustrate in simplified terms the current structure of Acies and PLAYSTUDIOS and the expected structure of New PLAYSTUDIOS (formerly Acies) upon the Closing.
 
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Simplified Pre-Combination Structure
[MISSING IMAGE: tm216054d1-fc_precombw.jpg]
Simplified Post-Combination Structure
Simplified Structure Following the First Merger
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Simplified Structure Following the Second Merger
[MISSING IMAGE: tm216054d1-fc_sponsbw.jpg]
Effects of the Merger Agreement
As a result of and upon the Closing, among other things, all outstanding shares of PLAYSTUDIOS capital stock as of immediately prior to the effective time of the Mergers will be cancelled in exchange for the right to receive the Aggregate Merger Consideration. The Aggregate Merger Consideration payable by Acies to PLAYSTUDIOS stockholders and holders of vested PLAYSTUDIOS Options under the Merger Agreement will be:

at Closing, $1,041,000,000 in the form of shares of New PLAYSTUDIOS common stock with the ability for each stockholder to elect up to 15% of their shares to be paid in cash (with an assumed value of $10.00 per share), subject to there being sufficient available cash (vested but unexercised PLAYSTUDIOS Options will be treated as described below and will not have a right to be exchanged for cash); and

15,000,000 shares of New PLAYSTUDIOS common stock in the form of earnout consideration, payable in two equal tranches if the closing price of the New PLAYSTUDIOS Class A common stock exceeds $12.50 and $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the Closing of the Business Combination and ending no later than the five-year anniversary of the Closing (the earnout consideration will also vest based on the price targets in connection with a sale of New PLAYSTUDIOS).
Vested and unvested PLAYSTUDIOS Options will be converted into stock options to purchase New PLAYSTUDIOS common stock. PLAYSTUDIOS stockholders will receive, and holders of PLAYSTUDIOS Options will receive options to purchase, shares of New PLAYSTUDIOS Class A common stock, except that members of the Founder Group will receive shares of, and options to purchase shares of, New PLAYSTUDIOS Class B common stock. In addition, all PLAYSTUDIOS warrants outstanding before the Effective Time will be automatically exercised for shares of PLAYSTUDIOS capital stock and such shares will be treated the same as other outstanding shares of PLAYSTUDIOS capital stock with respect to the Aggregate Merger Consideration.
The New PLAYSTUDIOS Class B common stock will have the same economic terms as the New PLAYSTUDIOS Class A common stock, but the New PLAYSTUDIOS Class B common stock will be entitled to twenty (20) votes per share compared with one (1) vote per share of New PLAYSTUDIOS Class A common stock. As a result, it is expected that the Founder Group will hold over 70% of the outstanding
 
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voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination. Each share of New PLAYSTUDIOS Class B common stock will convert to a share of New PLAYSTUDIOS Class A common stock upon a transfer of shares to an unaffiliated third party, subject to certain permitted transfers. In addition, all shares of New PLAYSTUDIOS Class B common stock will automatically convert to shares of New PLAYSTUDIOS Class A common stock on the nine-month anniversary of Mr. Pascal’s death or disability (subject to certain extensions approved by the New PLAYSTUDIOS Board of Directors) or if the Founder Group, collectively with certain other permitted holders of New PLAYSTUDIOS Class B common stock, cease to beneficially own at least twenty percent (20%) of the number of shares of New PLAYSTUDIOS Class B common stock collectively held as of the Closing. See “Description of New PLAYSTUDIOS Securities.”
An additional 25,000,000 shares of New PLAYSTUDIOS Class A common stock will be purchased (at a price of $10.00 per share) at the Closing by the PIPE Investors, for a total aggregate purchase price of up to $250 million.
Pursuant to the Proposed Bylaws, after the consummation of the Business Combination, without the prior written consent of the New PLAYSTUDIOS Board of Directors and subject to certain exceptions, the holders of: (i) shares of New PLAYSTUDIOS common stock issued as consideration pursuant to the Mergers, (ii) any PLAYSTUDIOS Options or (iii) shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options, in each case, are restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (collectively, the “PLAYSTUDIOS Lock-Up Securities”). Such restrictions begin at Closing and end on the date that is 12 months after the Closing, except that beginning on the date that is 180 days after the Closing, an amount of PLAYSTUDIOS Lock-Up Securities equal to the lesser of (A) 5% of the PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities and (B) 50,000 PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities, will no longer be subject to these transfer restrictions. See “Description of New PLAYSTUDIOS Securities—Common Stock—Lock-up Restrictions.”
The Sponsor has agreed to the same restrictions with respect to the Acies Class B ordinary shares and Acies private placement warrants (as well as the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants, respectively, that such securities are convertible into) held by it pursuant to the Sponsor Support Agreement. Following the expiration of these lock-ups, the Sponsor and the PLAYSTUDIOS stockholders will not be restricted from selling the shares of New PLAYSTUDIOS common stock held by them, other than by applicable securities laws. These lock-up restrictions do not apply to any shares of New PLAYSTUDIOS Class A common stock purchased by the PIPE Investors pursuant to the PIPE Subscription Agreements, and the PIPE Investors will not be restricted from selling such shares, other than pursuant to applicable securities laws.
Extraordinary General Meeting of Acies Shareholders and the Proposals
The following is a summary of the proposals to be put to the Extraordinary General Meeting of Acies and certain transactions contemplated by the Merger Agreement. The proposals below, except the Auditor Ratification Proposal and the Adjournment Proposal, are cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting.
Business Combination Proposal
As discussed in this proxy statement/prospectus, Acies is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, dated as of February 1, 2021, by and among Acies, First Merger Sub, Second Merger Sub and PLAYSTUDIOS, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, (1) following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and (2) immediately following the First Merger, and as part of an integrated
 
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transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”), as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section titled “Business Combination Proposal—Acies Board of Directors’ Reasons for the Business Combination,” the Acies Board of Directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Acies’ initial public offering, including that the business of PLAYSTUDIOS and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “Business Combination Proposal.”
Aggregate Merger Consideration
As a result of and upon the Closing, among other things, all outstanding shares of PLAYSTUDIOS capital stock will be cancelled in exchange for the right to receive the Aggregate Merger Consideration. For further details, see “Business Combination Proposal—The Merger Agreement—Effects of the Merger Agreement—Aggregate Merger Consideration.”
Closing Conditions
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of Acies and the stockholders of PLAYSTUDIOS, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of approval for listing on Nasdaq of the shares of New PLAYSTUDIOS common stock to be issued in connection with the Mergers), (iv) that Acies have at least $5,000,001 of net tangible assets upon Closing and (v) the absence of any injunctions or statute, rule or regulation prohibiting the Mergers.
Other conditions to PLAYSTUDIOS’ obligations to consummate the Mergers include, among other things, that as of the Closing, (i) the Domestication has been completed, and (ii) the Trust Amount plus the PIPE Investment Amount, being at least equal to $200.0 million minus qualified expenses related to the cost of filling fees and seeking governmental approval of the Mergers.
If any of conditions above are not met or waived, the Merger Agreement can be terminated and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Acies redeem public shares in an amount that would cause Acies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
For further details, see “Business Combination Proposal—The Merger Agreement.”
Domestication Proposal
As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then Acies is asking its shareholders to approve by special resolution the Domestication Proposal. Under the Merger Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Mergers. If, however, the Domestication Proposal is approved, but the Business Combination Proposal is not approved, then neither the Domestication nor the Mergers will be consummated.
As a condition to Closing the Business Combination pursuant to the terms of the Merger Agreement, the Acies Board of Directors has unanimously approved a change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In accordance with Acies’ Plan of Domestication (included as an exhibit to the registration statement of which this proxy statement/prospectus is a part), to effect the Domestication, Acies will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of
 
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incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Acies will be domesticated and continue as a Delaware corporation.
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Acies Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, (2) each of the then issued and outstanding Acies Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, after giving effect to the forfeiture of certain Acies Class B ordinary shares held by the Sponsor pursuant to the Sponsor Support Agreement, (3) each of the then issued and outstanding Acies warrants will convert automatically, on a one-for-one basis, into a New PLAYSTUDIOS warrant on substantially the same terms and conditions as specified in the Warrant Agreement (the “Warrant Agreement”), dated October 22, 2020, between Acies and Continental, as warrant agent, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement, and (4) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units.
The Domestication Proposal, if approved, will authorize a change of Acies’ jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Acies is currently governed by the Cayman Islands Companies Act, upon the Domestication, New PLAYSTUDIOS will be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the Domestication Proposal is approved, then Acies will also ask its shareholders to approve the Organizational Documents Proposals (discussed below), which, if approved, will replace Acies’ current memorandum and articles of association under the Cayman Islands Companies Act with a new certificate of incorporation and bylaws of New PLAYSTUDIOS under the DGCL. The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and we encourage shareholders to carefully consult the information set out below under “Organizational Documents Proposals,” the Cayman Constitutional Documents of Acies, attached hereto as Annex H and the Proposed Organizational Documents of New PLAYSTUDIOS, attached hereto as Annex I and Annex J.
For further details, see “Domestication Proposal.”
Organizational Documents Proposals
If the Domestication Proposal is approved and the Business Combination is to be consummated, Acies will replace the current amended and restated memorandum of association of Acies under the Cayman Islands Companies Act (the “Existing Memorandum”) and the current articles of association of Acies (as may be amended from time to time) (the “Existing Articles,”) in each case, under the Cayman Islands Companies Act, with the Proposed Certificate of Incorporation and Proposed Bylaws of New PLAYSTUDIOS, in each case, under the DGCL.
If the Business Combination Proposal and the Domestication Proposal are approved, Acies will ask its shareholders to approve by ordinary resolution, save for the Organizational Documents Proposal D which requires a special resolution, four separate proposals in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. The Organizational Documents Proposals are conditioned on the approval of the Domestication Proposal and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposals will have no effect, even if approved by holders of ordinary shares.
The Acies Board of Directors has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational
 
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Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
A.
Organizational Documents Proposal A—to authorize by ordinary resolution the change in the authorized share capital of Acies from 500,000,000 Acies Class A ordinary shares and 50,000,000 Acies Class B ordinary shares to        shares of New PLAYSTUDIOS Class A common stock        shares of New PLAYSTUDIOS Class B common stock, and        shares of New PLAYSTUDIOS preferred stock. For additional information, see “Organizational Documents Proposal A”;
B.
Organizational Documents Proposal B—to authorize the New PLAYSTUDIOS Board of Directors to issue any or all shares of New PLAYSTUDIOS preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL For additional information, see “Organizational Documents Proposal B”;
C.
Organizational Documents Proposal C—to provide that the New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms. For additional information, see “Organizational Documents Proposal C”; and
D.
Organizational Documents Proposal D—to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including, among other things, (i) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.,” (ii) making New PLAYSTUDIOS’ corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the Acies Board of Directors believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination. For additional information, see “Organizational Documents Proposal D.’’
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and Acies encourages its shareholders to carefully review the information set out in the section titled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents, attached hereto as Annexes I and J.
Director Election Proposal
Assuming the Business Combination Proposal, the Domestication Proposal and each of the Organizational Documents Proposals are approved, Acies’ shareholders are also being asked to approve by ordinary resolution the Director Election Proposal to consider and vote upon a proposal to approve by ordinary resolution to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS. For additional information on the proposed directors, see “Director Election Proposal.”
Stock Issuance Proposal
Acies’ shareholders are also being asked to consider and vote upon a proposal to approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (i) shares of New PLAYSTUDIOS common stock pursuant to the terms of the Merger Agreement and (ii) shares of New PLAYSTUDIOS Class A common stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing. For additional information, see “Stock Issuance Proposal.”
 
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Incentive Plan Proposal
Assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, Acies’ shareholders are also being asked to approve by ordinary resolution the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan. For additional information, see “Incentive Plan Proposal.”
ESPP Proposal
Assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, Acies’ shareholders are also being asked to approve by ordinary resolution the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP. For additional information, see “ESPP Proposal.
Auditor Ratification Proposal
Acies’ shareholders are also being asked to ratify the audit committee’s selection of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The audit committee is directly responsible for appointing Acies’ independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the shareholders do not ratify the selection of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2021, our audit committee may reconsider the selection of Marcum as our independent registered public accounting firm. For additional information, see “Auditor Ratification Proposal.
Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the Extraordinary General Meeting to authorize Acies to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved), the Acies Board of Directors may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Adjournment Proposal.”
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “Business Combination Proposal—Related Agreements.”
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Acies entered into the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex B. Pursuant to the Sponsor Support Agreement, Acies and the Sponsor agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 Acies Class B ordinary shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions are not satisfied, (iii) to forfeit, for no consideration, 850,000 Acies Class B ordinary shares held by the Sponsor and 715,000 Acies private placement warrants, (iv) to forfeit additional Acies Class B ordinary shares conditioned on certain redemptions of Acies Class A ordinary shares, and (v) not to transfer any Acies Class B ordinary shares or Acies private placement warrants (together, the “Sponsor Lock-Up Securities”) until the date that is 12 months after the Closing, subject to the terms and conditions contemplated by the Sponsor Support Agreement. For a more complete description of the Sponsor Support Agreement, see “Business Combination Proposal—Related Agreements—Sponsor Support Agreement.”
PLAYSTUDIOS Holders Support Agreements
On February 2, 2021, Acies also entered into the PLAYSTUDIOS Holders Support Agreements, with Acies, PLAYSTUDIOS and certain stockholders of PLAYSTUDIOS (the “Key Stockholders”). Under the
 
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PLAYSTUDIOS Holders Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective this proxy statement/prospectus, to execute and deliver a written consent with respect to the outstanding shares of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock that are owned by the Key Stockholders and subject to the PLAYSTUDIOS Holders Support Agreements represent (i) a majority of the outstanding voting power of PLAYSTUDIOS preferred stock, voting as a separate class and (ii) a majority of the outstanding voting power of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock (on an as converted basis), voting together as a single class. For a more complete description of the PLAYSTUDIOS Holders Support Agreements, see “Business Combination Proposal—Related Agreements—PLAYSTUDIOS Holders Support Agreements.”
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, New PLAYSTUDIOS, Sponsor, certain stockholders of PLAYSTUDIOS will enter into the Registration Rights Agreement pursuant to which New PLAYSTUDIOS will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New PLAYSTUDIOS common stock and other equity securities of New PLAYSTUDIOS that are held by the parties thereto from time to time. For additional information, see “Business Combination Proposal—Related Agreements—Registration Rights Agreement.”
The PIPE Subscription Agreements
In connection with the execution of the Merger Agreement, Acies entered into Subscription Agreements with the PIPE Investors pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 25,000,000 shares of New PLAYSTUDIOS Class A Common Stock for an aggregate purchase price equal to $250 million.
The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, New PLAYSTUDIOS will be required to, as soon as practicable but no later than 30 calendar days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares to be issued to any such third-party investor. Additionally, New PLAYSTUDIOS will be required to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of (i) the 60th calendar day following the filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PLAYSTUDIOS that it will “review” the registration statement, and (iii) the 10th business day after the date New PLAYSTUDIOS is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PLAYSTUDIOS must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144, and (iii) three years from the date of effectiveness of the registration statement. For more information, see “Business Combination Proposal—Related Agreements—The PIPE Subscription Agreements.”
Acies Board of Directors’ Reasons for the Business Combination
Acies was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the Acies Board of Directors consulted with Acies’ senior management and considered a number of factors. This explanation of Acies’ reasons for the Acies Board of Directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.” The Acies Board of Directors considered the following factors related to PLAYSTUDIOS and the Business Combination:

High-Growth Industry.   The global games market is substantial and growing rapidly. According to Newzoo, the global games market is estimated to grow to $217.9 billion by 2023, up from $138.8 billion
 
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in 2018, representing a 9% CAGR from 2018 to 2023. While the global games market as a whole is growing rapidly, the mobile gaming market has outpaced the broader industry’s growth. According to Newzoo, mobile games was an $86.3 billion market in 2020 and represented the largest and fastest-growing segment of the global games market, growing at 26% in 2020. The proliferation of smartphones has been a key driver of this growth. According to Newzoo, in 2020 there were an estimated 3.6 billion smartphone users globally, growing at a rate of 8% compared to the prior year, creating an increasingly large market for game developers to target.

Unique and defensible business model.   PLAYSTUDIOS was named a top 30 U.S.-headquartered mobile app publisher for 2021 and a top 30 Americas-headquartered mobile app publisher for 2020, in each case, measured by worldwide combined revenue through the Apple App Store and Google Play platforms for 2020 and 2019, as estimated by App Annie, a mobile data and analytics provider. Furthermore, PLAYSTUDIOS offers a one-of-a-kind loyalty platform that lets players earn real-world rewards from a curated collection of over 80 awards partners representing more than 275 brands. As of December 31, 2020, the PLAYSTUDIOS community has exchanged in-game loyalty points for over 10 million rewards with a retail value of nearly $500 million. The loyalty platform drives growth in PLAYSTUDIOS’ existing portfolio of games, reduces the risk for new game launches, and supports acquisitions of other games.

Extraordinary User Engagement.   PLAYSTUDIOS has developed a product offering to players that has proven engaging. Their games have been downloaded over 100 million times and were played by over 4.3 million monthly active users for the nine months ended September 30, 2020.

Significant Revenue and Earnings Growth Potential.   PLAYSTUDIOS’ platform has enabled it to achieve an attractive financial profile, characterized by strong existing growth. From 2018 to 2019, PLAYSTUDIOS achieved an annual consolidated revenue growth rate of 22.5%, from $195.5 million for the year ended December 31, 2018 to $239.4 million for the year ended December 31, 2019. Acies believes that PLAYSTUDIOS is well positioned to continue its dynamic growth trajectory.

Experienced and Motivated Management Team.   PLAYSTUDIOS is a founder-driven business led by its chief executive officer, Andrew Pascal. Mr. Pascal’s vision for the company and the competitive gaming industry at large is unique and difficult to duplicate given PLAYSTUDIOS’ proprietary technology and unique positioning. Mr. Pascal has further surrounded himself with a leadership team of entrepreneurs, product leaders, technologists, game designers, data scientists, and loyalty marketers who bring decades of experience, and a shared commitment to assembling teams and building quality products that are enduring.
For a more complete description of the Acies Board of Directors’ reasons for approving the Business Combination, including other factors and risks considered by the Acies Board of Directors, see the section titled “Business Combination Proposal—Acies Board of Directors’ Reasons for the Business Combination.”
Opinion of the Financial Advisor to Acies
On January 31, 2021, Houlihan Lokey Capital, Inc., which we refer to as Houlihan Lokey, orally rendered its opinion to the Acies Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Acies Board of Directors dated January 31, 2021), as to the fairness, from a financial point of view, to Acies of the Aggregate Merger Consideration, excluding the Earnout Shares, (the “Aggregate Closing Merger Consideration”) to be issued and paid by Acies in the First Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the Acies Board of Directors (in its capacity as such) and only addressed the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in the First Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Business Combination and related transactions or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the
 
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related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Acies Board of Directors, any shareholder or any other person as to how to act or vote or make any election with respect to any matter relating to Business Combination and related transactions or otherwise, including, without limitation, whether holders of Acies Class A ordinary shares should redeem their shares or whether any party should participate in the PIPE Investment. For additional information, see “Business Combination Proposal—Opinion of the Financial Advisor to Acies.”
Ownership of New PLAYSTUDIOS Following the Business Combination
As of the date of this proxy statement/prospectus, there are (i) 21,525,000 Acies Class A ordinary shares issued and outstanding, (including as part of issued and outstanding Acies units) and (ii) 5,381,250 Acies Class B ordinary shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there are an aggregate of 7,175,000 public warrants and 4,536,667 private placement warrants of Acies, in each case, issued and outstanding. Each whole warrant entitles the holder thereof to purchase one Acies Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New PLAYSTUDIOS Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination) the Acies fully diluted share capital would be 38,617,917.
It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Merger Agreement), (i) Acies’ public shareholders are expected to own approximately 16.5% of the outstanding New PLAYSTUDIOS common stock, (ii) PLAYSTUDIOS stockholders (without taking into account any public shares held by PLAYSTUDIOS stockholders prior to the consummation of the Business Combination) are expected to own approximately 60.9% of the outstanding New PLAYSTUDIOS Class A common stock and 100.0% of the outstanding New PLAYSTUDIOS Class B common stock, representing 12.6% of the outstanding New PLAYSTUDIOS common stock, (iii) the Sponsor is expected to own approximately 3.5% of the outstanding New PLAYSTUDIOS common stock, and (iv) the PIPE Investors are expected to own approximately 19.1% of the outstanding New PLAYSTUDIOS common stock. Members of the Founder Group will be the only holders of shares of New PLAYSTUDIOS Class B common stock, with each share entitled to twenty (20) votes. As a result, it is expected that the Founder Group will hold over 70% of the outstanding voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination. These percentages assume (a) that no public shareholders exercise their redemption rights in connection with the Business Combination, (b) that New PLAYSTUDIOS issues 63,041,235 shares of New PLAYSTUDIOS Class A common stock and 16,482,910 shares of Class B common stock to PLAYSTUDIOS stockholders as the Aggregate Merger Consideration pursuant to the Merger Agreement, (c) that New PLAYSTUDIOS issues 25,000,000 of New PLAYSTUDIOS common stock to the PIPE Investors pursuant to the PIPE Investment, and (d) that the current PLAYSTUDIOS stockholders elect to receive cash of $140.3 million as consideration in the Business Combination, which represents the maximum amount that such stockholders may elect to receive as cash consideration under the Merger Agreement (assuming no exercise of outstanding PLAYSTUDIOS Options as of September 30, 2020). If the actual facts are different from these assumptions, the percentage ownership retained by Acies’ existing shareholders in New PLAYSTUDIOS (following the consummation of the Business Combination) will be different.
The following table illustrates varying ownership levels in New PLAYSTUDIOS immediately following the consummation of the Business Combination based on the assumptions above, and (ii) a scenario in which holders of 21,525,000 shares of Acies Class A ordinary shares exercise their redemption rights for their pro rata share of the funds in the Trust Account. The Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Acies will have a minimum of $200 million in cash comprising (i) the cash held in the Trust Account after giving effect to Acies share redemptions, (ii) proceeds from the PIPE Investment and (iii) less certain filing fees incurred by Acies. As the proceeds from the PIPE Investment are expected to satisfy the minimum cash requirement, the total Trust Account balance of $215.3 million as of September 30, 2020, adjusted for the effect of IPO and the additional issuance of shares and sale of private placement warrants in connection with the underwriters’ partial exercise of their over-allotment option, is reflected as being redeemed.
 
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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%
(1)
Excludes the shares of New PLAYSTUDIOS Class A common stock underlying Acies public and private placement warrants under both scenarios, as the warrants are not exercisable until 30 days after the close of the Business Combination or one year from the closing of the IPO.
(2)
Includes 900,000 shares of New PLAYSTUDIOS Class A common stock held by the Sponsor, under both scenarios that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the closing date of the Business Combination.
(3)
Excludes shares of New PLAYSTUDIOS common stock underlying New PLAYSTUDIOS Options as well as any potential earn-out consideration, as they do not represent legally outstanding shares of New PLAYSTUDIOS common stock at Closing.
If none of the PLAYSTUDIOS stockholders elect to receive any cash as consideration in the Business Combination, in the no redemptions scenario, an additional 14.0 million shares of New PLAYSTUDIOS common stock will be issued to current PLAYSTUDIOS stockholders and an additional $140.3 million in cash will be available on the New PLAYSTUDIOS balance sheet at Closing. In the maximum redemption scenario, no PLAYSTUDIOS stockholders will receive any cash as consideration in the Business Combination.
The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New PLAYSTUDIOS' share ownership will be after the Closing. For more information about the merger consideration, these scenarios and the underlying assumptions, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Business Combination Proposal—The Merger Agreement—Effects of the Merger Agreement—Aggregate Merger Consideration.”
Date, Time and Place of Extraordinary General Meeting of Acies’ Shareholders
The Extraordinary General Meeting will be held at           , Eastern Time on           , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals to be put to the Extraordinary General Meeting, including, if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, each of the Condition Precedent Proposals have not been approved.
Voting Power; Record Date
Acies shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned ordinary shares at the close of business on           , 2021, which is the “record date” for the Extraordinary General Meeting. Acies shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Acies warrants do not have voting rights. As of the close of business
 
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on the record date, there were 26,906,250 ordinary shares issued and outstanding, of which 21,525,000 were issued and outstanding public shares.
Quorum and Vote of Acies Shareholders
A quorum of Acies shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 13,453,126 ordinary shares would be required to achieve a quorum.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor (including Acies’ independent directors and executive officers) owns 20.0% of the issued and outstanding ordinary shares.
The proposals presented at the Extraordinary General Meeting require the following votes:

Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Organizational Documents Proposals:   The separate approval of each of the Organizational Documents Proposals requires an ordinary resolution under Cayman Island law, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting, save for Organizational Documents Proposal D which requires a special resolution under Cayman Island law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the majority of the holders of Acies Class B ordinary shares.

Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Incentive Plan Proposal:   The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

ESPP Proposal:   The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Auditor Ratification Proposal:   The approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the
 
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ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon any other proposal.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Acies that New PLAYSTUDIOS redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

hold public shares or if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental, Acies’ transfer agent, that New PLAYSTUDIOS redeem all or a portion of your public shares for cash; and

deliver your public shares to Continental, Acies’ transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on           , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Acies’ transfer agent, directly and instruct Continental to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Acies’ transfer agent, New PLAYSTUDIOS will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 9, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Acies’ creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of whether they vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication, and, accordingly, it is shares of New PLAYSTUDIOS common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of Acies—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as
 
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defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20% of the issued and outstanding ordinary shares.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither Acies’ shareholders nor Acies’ warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Acies is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail, but also may be made by telephone or in person, and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Acies will bear the cost of the solicitation.
Acies has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies. Acies will pay Morrow Sodali a fee of $25,000 plus disbursements. Such fee will be paid with non-trust account funds. Acies will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Acies will reimburse them for their reasonable expenses. Acies’ directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of Acies—Revoking Your Proxy.”
Interests of Acies’ Directors and Executive Officers in the Business Combination
When you consider the recommendation of the Acies Board of Directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Acies’ directors and executive officers have interests in such proposal that are different from, or in addition to, those of Acies’ shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to Acies’ IPO, the Sponsor purchased 8,625,000 Acies Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and subsequently the Sponsor cancelled an aggregate of 2,875,000 Sponsor Shares, thereby reducing the aggregate number of Sponsor Shares held by our sponsor to 5,750,000 for approximately $0.004 per share. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, 368,750 Sponsor Shares were forfeited, resulting in an aggregate of 5,381,250 Sponsor Shares issued and outstanding. Simultaneously with the closing of the IPO, the Sponsor purchased 4,333,333 private placement warrants at a price of $1.50 per private placement warrant. Subsequently, on November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 private placement warrants to the Sponsor, at a price of $1.50 per private placement warrant, resulting in an aggregate of 4,536,667 private placement warrants issued and outstanding. If Acies does not consummate a business combination by October 22, 2022 (or if such date is extended at a duly called extraordinary general meeting, such
 
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later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,381,250 Acies Class B ordinary shares collectively owned by the Sponsor would be worthless because following the redemption of the public shares, Acies would likely have few, if any, net assets and because the Sponsor has agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Acies Class A ordinary shares and Acies Class B ordinary shares held by it, as applicable, if Acies fails to complete a business combination within the required period. Additionally, in such event, the private placement warrants purchased by the Sponsor will also expire worthless. The 4,531,250 shares of New PLAYSTUDIOS Class A common stock that the Sponsor will hold following the Mergers (assuming no redemptions and after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $49.5 million based upon the closing price of $10.92 per share of public share on Nasdaq on February 12, 2021, the most recent closing price. Given such shares of New PLAYSTUDIOS Class A common stock will be subject to certain restrictions, including those described above, Acies believes such shares have less value.

Acies’ existing directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Mergers and pursuant to the Merger Agreement.

The Sponsor (including its representatives and affiliates) and Acies’ directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to that of Acies. The Sponsor and Acies’ directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Acies completing its initial business combination. Moreover, certain of Acies’ directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Acies’ directors and officers also may become aware of business opportunities which may be appropriate for presentation to Acies and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Acies’ favor, and such potential business opportunities may be presented to other entities prior to their presentation to Acies, subject to applicable fiduciary duties under Cayman Islands Companies Act. Acies’ Cayman Constitutional Documents provide that Acies renounce its interest in any corporate opportunity offered to any director or officer of Acies unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Acies and it is an opportunity that Acies is able to complete on a reasonable basis.

In the event that Acies fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Acies will be required to provide for payment of claims of creditors that were not waived that may be brought against Acies within the 10 years following such redemption. In order to protect the amounts held in Acies’ trust account, the Sponsor has agreed that it will be liable to Acies if and to the extent any claims by a third-party (other than Acies’ independent auditors) for services rendered or products sold to Acies, or a prospective target business with which Acies has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party that executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of Acies’ initial public offering against certain liabilities, including liabilities under the Securities Act.

Following consummation of the Business Combination, the Sponsor, Acies’ officers and directors and their respective affiliates would be entitled to reimbursement for certain out-of-pocket expenses related to identifying, investigating and consummating an initial business combination or repayment of loans, if any, and on such terms as to be determined by Acies from time to time, made by the
 
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Sponsor or any of Acies’ officers or directors to finance transaction costs in connection with an intended initial business combination. However, if Acies fails to consummate a business combination within the required period, the Sponsor and Acies’ officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.

In order to finance transaction costs in connection with Acies’ initial business combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of Acies’ officers and directors, may, but are not obligated to, loan funds to Acies as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of Acies’ initial business combination. In the event that Acies does not complete its initial business combination within the prescribed time frame, Acies may use a portion of its working capital held outside of its trust account to repay any Working Capital Loans made to Acies, but no proceeds held in the trust account would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to Acies pursuant to such Working Capital Loans.

Pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants held by such parties following the consummation of the Business Combination.

In addition, Andrew Pascal, the current Chief Executive Officer of PLAYSTUDIOS, holds a direct economic interest in the Acies Class A ordinary shares through the Sponsor. In connection with Acies’ initial public offering, Mr. Pascal became the beneficial holder of 522,843 Acies Class A ordinary shares. In connection with the Business Combination, Mr. Pascal has agreed to forfeit his economic interest in the Sponsor and all of the associated Acies Class A ordinary shares, contingent on the Closing. Mr. Pascal is also a co-founder of Acies and an advisor to the Acies Board of Directors. Mr. Pascal did not participate in any meetings of the Acies Board of Directors related to the proposed Business Combination.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors that vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of PLAYSTUDIOS or that their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (a) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Business Combination Proposal, the Organizational Document Proposals (excluding Organizational Documents Proposal D and the Director Election Proposal), the Stock Issuance Proposal,
 
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the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal, (b) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and Organizational Documents Proposal D, (c) satisfaction of the Minimum Cash Condition, (d) otherwise limiting the number of public shares electing to redeem and (e) Acies’ net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the Acies ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the Acies ordinary shares such investor or holder owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. Acies will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Recommendation to Shareholders of Acies
The Acies Board of Directors believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Acies’ shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, and (ii) that (x) New PLAYSTUDIOS issues 79,524,125 shares of New PLAYSTUDIOS common stock to PLAYSTUDIOS stockholders as the Aggregate Merger Consideration pursuant to the Merger Agreement, and (y) New PLAYSTUDIOS issues 25,000,000 shares of New PLAYSTUDIOS common stock to the PIPE Investors pursuant to the PIPE Investment and (iii) the current PLAYSTUDIOS stockholders elect to receive cash of $140.3 million as consideration in the Business
 
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Combination. If the actual facts are different from these assumptions, the below figures will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.
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
(1)
Calculated as of November 9, 2020.
(2)
Shares issued in the PIPE Investment are at a deemed value of $10.00 per share.
(3)
Includes (i) deferred underwriting commission of $7,533,750 payable to the underwriters for the Acies initial public offering, (ii) $5.0 million of incremental transaction bonuses that will be awarded to certain executives and employees of New PLAYSTUDIOS, with the allocation of such bonuses to be determined by the Chief Executive Officer of New PLAYSTUDIOS, (iii) $2.5 million of cash that will be donated to one or more charities to be determined by New PLAYSTUDIOS and (iv) other estimated transaction expenses. Includes $0.5 million already paid as of September 30, 2020.
U.S. Federal Income Tax Considerations
For a discussion summarizing certain U.S. federal income tax considerations of the Domestication and an exercise of redemption rights in connection with the Business Combination, please see “U.S. Federal Income Tax Considerations.”
Expected Accounting Treatment
The Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Acies as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New PLAYSTUDIOS immediately following the Domestication will be the same as those of Acies immediately prior to the Domestication.
The Business Combination
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. The net assets of Acies will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS. PLAYSTUDIOS has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

PLAYSTUDIOS’ existing stockholders will have over 80% of the voting interest in the post-combination company;

The largest individual minority stockholder of the post-combination company is an existing stockholder of PLAYSTUDIOS;

The board of directors of the post-combination company will be comprised of the chief executive officer of PLAYSTUDIOS, one director designated by Acies, and five additional directors to be determined by PLAYSTUDIOS before the closing of the Business Combination;
 
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PLAYSTUDIOS’ management will hold executive management roles (including the Chief Executive Officer and Chief Financial Officer, among others) for the post-combination company and be responsible for the day-to-day operations;

PLAYSTUDIOS has significantly more revenue-generating activities, which are expected to comprise all of the activities conducted by the post-combination company; and

the objective of the Business Combination is to create an operating public company, with management continuing to use PLAYSTUDIOS’ platform and assets to grow the business under the name of PLAYSTUDIOS, Inc.
The preponderance of evidence as described above is indicative that PLAYSTUDIOS is the accounting acquirer in the Business Combination.
Comparison of Shareholders’ Rights
Following the consummation of the Business Combination, the rights of Acies shareholders who become New PLAYSTUDIOS stockholders in the Business Combination will no longer be governed by the Cayman Constitutional Documents and instead will be governed by the Proposed Certificate of Incorporation and the Proposed Bylaws. See “Comparison of Corporate Governance and Shareholder Rights”.
Summary of Risk Factors
A shareholder should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented herein. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:
Risks Relating to the Business Combination:

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Acies’ public shareholders vote.

We may be forced to close the Business Combination even if we determined it is no longer in our shareholders’ best interest.

If our shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Acies Class A ordinary shares for a pro rata portion of the Trust Account.

The ability of Acies shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their stock.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

Because New PLAYSTUDIOS will be a “controlled company” within the meaning of the Nasdaq rules, our shareholders may not have certain corporate governance protections that are available to shareholders of companies that are not controlled companies.

The dual class structure of New PLAYSTUDIOS common stock will have the effect of concentrating voting power with New PLAYSTUDIOS’ Chief Executive Officer and Co-Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in PLAYSTUDIOS and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New PLAYSTUDIOS common stock or satisfy our other financial obligations.
 
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We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

Warrants will become exercisable for New PLAYSTUDIOS common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
Risks Relating to Ownership of New PLAYSTUDIOS Common Stock Following the Business Combination and New PLAYSTUDIOS Operating as a Public Company:

The price of New PLAYSTUDIOS’ common stock, warrants and units may be volatile.

New PLAYSTUDIOS does not intend to pay cash dividends for the foreseeable future.

Future resales of New PLAYSTUDIOS common stock after the consummation of the Business Combination may cause the market price of New PLAYSTUDIOS’ common stock to drop significantly, even if New PLAYSTUDIOS’ business is doing well.
Risks Relating to Domestication:

Upon consummation of the Business Combination, the rights of holders of New PLAYSTUDIOS common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of Acies Class A ordinary shares arising under the Cayman Islands Companies Act, as well as the Cayman Constitutional Documents.

Delaware law and New PLAYSTUDIOS’ Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Risks if Adjournment proposal is not approved:

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, our board of directors will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.
Risks if the Domestication and the Business Combination are not Consummated:

If we are not able to complete the Business Combination with PLAYSTUDIOS by October 22, 2022, or able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Cayman Constitutional Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the Trust Account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

If the net proceeds of our initial public offering not being held in the Trust Account are insufficient to allow us to operate through to October 22, 2022, and we are unable to obtain additional capital, we may be unable to complete our Business Combination, in which case our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report
 
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Forms with the Antitrust Division and the FTC or until early termination is granted. On or about February 17, 2021, Acies and PLAYSTUDIOS will file the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination.
At any time before or after consummation of the Business Combination (or the transactions contemplated by the Merger Agreement), notwithstanding termination of the respective waiting periods under the HSR Act, the applicable competition authorities in the U.S. or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination (or the transactions contemplated by the Merger Agreement, as applicable), conditionally approving the Business Combination (or the transactions contemplated by the Merger Agreement, as applicable) upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Acies cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Acies cannot assure you as to its result.
Neither Acies nor PLAYSTUDIOS is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act and registration under ITAR. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Emerging Growth Company
Acies is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Acies’ periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Acies has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Acies, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Acies’ financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Acies’ initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Controlled Company Exemption
Upon the completion of the Business Combination, the Founder Group will be the beneficial owner of all the outstanding shares of New PLAYSTUDIOS Class B common stock and, as such, will control the
 
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voting power of New PLAYSTUDIOS common stock, as a result of which the Founder Group will have the power to elect a majority of New PLAYSTUDIOS’ directors. Pursuant to the Nasdaq listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a controlled company, New PLAYSTUDIOS will be exempt from certain Nasdaq corporate governance requirements, including the requirements (i) that a majority of the New PLAYSTUDIOS Board of Directors consist of independent directors, (ii) that the New PLAYSTUDIOS Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) that the New PLAYSTUDIOS Board of Directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following the Business Combination, New PLAYSTUDIOS may utilize these exemptions since the New PLAYSTUDIOS Board of Directors has not yet made a determination with respect to the independence of any directors. Pending such determination, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Merger Agreement. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2020 gives effect to the Business Combination and related transactions as if they had occurred on September 30, 2020. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2020 and year ended December 31, 2019 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2019.
The SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” in May 2020 (the “Release”), with an effective date of January 1, 2021. The amendments of the Release replace existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction under GAAP (“Transaction Accounting Adjustments”) and allow Acies the option to present reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Acies has elected to not present Management’s Adjustments and will only present Transaction Accounting Adjustments.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the post-combination company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Acies and PLAYSTUDIOS for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the post-combination company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the post-combination company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by Acies’ public stockholders of shares of Acies Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account:
No Redemption Scenario:   This presentation assumes that no public stockholders of Acies exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account. This scenario assumes that there are 21,525,000 public shares outstanding upon the completion of the Business Combination.
Maximum Redemption Scenario:   This presentation assumes that stockholders holding 21,525,000 shares of Acies Class A ordinary shares will exercise their redemption rights for their pro rata share of the funds in the Trust Account. The Merger Agreement provides that consummating the Business Combination is conditioned on having net tangible assets of at least $5,000,001. In addition, the Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Acies will have a minimum of $200 million in cash comprising (i) the cash held in the Trust Account after giving effect to Acies share redemptions, (ii) proceeds from the PIPE Investment, (iii) less certain filing fees incurred by Acies. As the proceeds from the PIPE Investment are expected to satisfy the minimum cash requirement, the total Trust Account balance of $215.3 million as of September 30, 2020, adjusted for the effect of IPO and the additional issuance of shares and sale of private placement warrants in connection with the underwriters’ partial exercise of their over-allotment option, is reflected as being redeemed.
 
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(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
 
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MARKET PRICE AND DIVIDEND INFORMATION
Acies units, Class A ordinary shares and public warrants are currently listed on Nasdaq under the symbols “ACACU,” “ACAC” and “ACACW,” respectively.
The most recent closing price of the units, common stock and redeemable warrants as of January 29, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $11.39, $10.97 and $2.42, respectively. As of       , 2021, the record date for the Extraordinary General Meeting, the most recent closing price for each unit, common stock and redeemable warrant was $      , $       and $      , respectively.
Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of Acies’ securities could vary at any time before the Business Combination.
Holders
As of       , 2021, there was        holders of record of Acies Class A ordinary shares, one        holder of record of Acies Class B ordinary shares,        holders of record of Acies units and        holders of record of Acies warrants.
Dividend Policy
Acies has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of New PLAYSTUDIOS subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New PLAYSTUDIOS’ Board of Directors. Acies’ Board of Directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that the New PLAYSTUDIOS Board of Directors will declare any dividends in the foreseeable future. Further, the ability of New PLAYSTUDIOS to declare dividends may be limited by the terms of financing or other agreements entered into by New PLAYSTUDIOS or its subsidiaries from time to time.
Price Range of PLAYSTUDIOS’ Securities
Historical market price information regarding PLAYSTUDIOS is not provided because there is no public market for PLAYSTUDIOS’ securities. For information regarding PLAYSTUDIOS’ liquidity and capital resources, see “PLAYSTUDIOS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
 
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RISK FACTORS
Acies shareholders should carefully consider the following risk factors together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus, including the section titled “PLAYSTUDIOS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included herein.
The risks described below are not the only risks Acies and PLAYSTUDIOS face. Additional risks not presently known to Acies or PLAYSTUDIOS or that Acies or PLAYSTUDIOS currently believe are not material may also significantly affect New PLAYSTUDIOS’ business, financial condition, results of operations or reputation. New PLAYSTUDIOS’ business could be harmed by any of these risks. In that event, the trading price of Acies’ securities and shares of New PLAYSTUDIOS Class A common stock could decline and you could lose all or part of your investment.
Risks Related to PLAYSTUDIOS’ Business and Industry
The following risk factors will apply to the business and operations of New PLAYSTUDIOS following the closing of the business combination. Unless the context otherwise requires, references in this subsection “Risks Related to PLAYSTUDIOS’ Business and Industry” to “we,” “us,” “our,” and “the Company” generally refer to PLAYSTUDIOS in the present tense or New PLAYSTUDIOS from and after the Business Combination.
Our business will suffer if we are unable to entertain our players, develop new games and improve the experience of our existing games.
Our business depends on developing, publishing and continuing to service casual, “free-to-play” games that consumers will download and spend time and money playing. We are currently focused on social casino mobile gaming, offering our social casino games on mobile devices, including smartphones and tablets on Apple’s iOS and Google’s Android operating systems, and on social networking platforms such as Facebook. We have devoted and we expect to continue to devote substantial resources to the research, development, analytics and marketing of our games. Our development and marketing efforts are focused on both improving the experience of our existing games (frequently through new content and feature releases for our live services) and developing new games. We generate revenue primarily through the sale of in-game virtual currency. For games distributed through third-party platforms, we are required to share a portion of our revenue from in-game sales with the platform providers. Due to our focus on mobile gaming, these costs are expected to remain a significant operating expense. See “—We rely on third-party platforms such as the Apple App Store, the Google Play Store, the Amazon Appstore and Facebook to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.” In order to remain profitable, we need to generate sufficient revenue from our existing and new game offerings to offset our ongoing development, marketing and operating costs.
Successfully monetizing “free-to-play” games is difficult, and requires that we deliver engaging and entertaining player experiences that a sufficient number of players will pay for or we are able to otherwise sufficiently monetize our games. The success of our games depends, in part, on unpredictable and volatile factors beyond our control including consumer preferences and spending habits, competing games and the availability of other entertainment experiences. If our games do not meet consumer expectations, or if new games are not brought to market in a timely and effective manner, our ability to grow revenue and our financial performance will be negatively affected.
Our ability to successfully develop games for mobile and web platforms and their ability to achieve commercial success will depend on our ability to:

effectively market our games to existing and new players;

achieve benefits from our player acquisition costs;

achieve organic growth and gain customer interest in our games through free or more efficient channels;

adapt to changing player preferences and spending habits;
 
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negotiate with third parties to provide our players with a diverse inventory of real-world loyalty rewards;

increase customer engagement within our games;

adapt to new technologies and feature sets for mobile and other devices;

expand and enhance games after their initial release;

attract, retain and motivate talented and experienced game designers, product managers and engineers;

negotiate with third-party platforms;

continue to adapt game feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth and varying processing power and screen sizes;

efficiently manage the development of new games and features to increase the cadence of introductions without incurring excessive costs;

achieve and maintain successful customer engagement and effectively monetize our games;

maintain a quality gaming experience and retain our players;

compete successfully against a large and growing number of existing market participants;

accurately forecast the timing and expense of our operations, including game and feature development, marketing and customer acquisition, customer adoption and revenue growth;

minimize and quickly resolve bugs or outages; and

acquire and successfully integrate high quality mobile game assets, personnel or companies.
These and other uncertainties make it difficult to know whether we will succeed in continuing to develop successful games, live operations services and launch new games and features in accordance with our operating plan. If we do not succeed in doing so, our business, financial condition, results of operations or reputation will suffer.
If we are able to develop new games and features that achieve success, it is possible that these new games and features could divert players of our other existing games without growing our overall player base, which could harm operating results.
Although it is important to our future success that we develop new games and features that are popular with players, it is possible that new games and features may reduce the amount of time players spend with our other games. In particular, we plan to continue leveraging our existing games to cross-promote new games and features, which may encourage players of existing games to divert some of their playing time and discretionary spending away from our existing games. If new games and game features do not grow our player base, increase the overall amount of time our players spend with our games or generate sufficient new revenue to offset any declines from our other games, our revenue could be adversely affected.
We believe that our players’ level of engagement with our games is largely based on playAWARDS, our real-world rewards loyalty program. If we fail to expand and diversify our playAWARDS program, in particular given the current restrictions imposed by the COVID-19 pandemic, our business may suffer.
Players accumulate loyalty points by engaging with our games, and players can exchange their loyalty points for real-world rewards through our playAWARDS program. We believe that much of our players’ level of engagement with our games is based on the perceived value of earning loyalty points and exchanging those loyalty points for real-world rewards that they can redeem at our awards partners’ establishments. We currently offer real-world rewards relating to, among other things, dining, live entertainment shows and hotel rooms. For example, through an agreement with MGM Resorts International, or MGM Resorts, our players are able to exchange loyalty points for, among other things, free hotel rooms, meals and show tickets for various Las Vegas properties, including ARIA, Bellagio and MGM Grand. We have observed a lower
 
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level of rewards redemption during the COVID-19 pandemic due to restrictions on the operations of reward providers and on the ability for consumers to travel or attend public events. If we are unable to expand and diversify our playAWARDS program, in particular to include real-world rewards not based on travel or attending public events or shows especially during the COVID-19 pandemic, the perceived value of exchanging loyalty points for the real-world rewards we offer will diminish and our players may be less likely to play our games or may reduce their level of engagement with our games. Such loss of, or reduction in, players or their level of engagement with our games would cause our business, financial condition and results of operations to suffer.
The COVID-19 pandemic and containment efforts across the globe have materially altered how individuals interact with each other and have materially affected how we and our business partners are operating, and the extent to which this situation will impact our future results of operations and overall financial performance remains uncertain.
The ongoing COVID-19 pandemic and resulting social distancing, shelter-in-place, quarantine and similar governmental orders put in place around the world have caused widespread disruption in global economies, productivity and financial markets and have materially altered the way in which we conduct our day-to-day business.
As a result of the COVID-19 pandemic, we have temporarily closed our offices around the world (including our corporate headquarters in Las Vegas, Nevada) and implemented travel restrictions for our employees. Towards the end of the first calendar quarter of 2020, we implemented a remote working program across our global studios and supporting locations, and we have engaged with significant vendors and other business partners to understand their operating conditions and continue to evaluate our business plans. The full extent to which the COVID-19 pandemic and the various responses to it impact our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including:

the duration and scope of the COVID-19 pandemic, including any potential future waves of the COVID-19 pandemic which have already begun on a global basis;

governmental, business and individuals’ actions that have been and continue to be taken in response to the COVID-19 pandemic;

the availability and cost to access the capital markets;

the effect on our players and their willingness and ability to make in-game purchases;

the limitations on redeeming dining, live entertainment and hotel real-world rewards due to travel and other similar restrictions;

disruptions or restrictions on our employees’ ability to work and travel; and

interruptions related to our cloud networking and platform infrastructure and partners, including impacts on Amazon Web Services, mobile application platform providers, advertising partners and customer service and support providers.
During the COVID-19 pandemic, we may not be able to provide the same level of product features and customer support that our players expect from us, which could negatively impact our business and operations. While substantially all of our business operations can be performed remotely, many of our employees are juggling additional work-related and personal challenges, including preparing for prolonged duration of remote working environments, adjusting communication and work practices to collaborate remotely with work colleagues and business partners, managing technical and communication challenges of working from home on a daily basis, looking after children as a result of remote-learning and school closures, and caring for themselves, family members or other dependents who are or may become ill. We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business operations, including as may be required by federal, state, local or foreign authorities or that we determine are in the best interests of our employees, players, partners and stockholders.
In addition to the potential direct impacts to our business, the global economy has been, and is likely to continue to be, significantly weakened as a result of the actions taken in response to COVID-19, and future
 
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government intervention remains uncertain. A weakened global economy may impact our players’ purchasing decisions within our games, in particular given the limitations of redeeming real-world rewards due to government mandated or other restrictions on travel and other activities and limitations on our players’ discretionary spending, consumer activity during the pandemic and its impact on advertising investments, and the ability of our business partners, including our awards partners that provide the real-world rewards available in our games, to navigate this complex social health and economic environment, any of which could result in disruption to our business and results of our operations.
The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the existence of any additional waves of the COVID-19 pandemic, the extent and effectiveness of containment actions, progress towards widespread rapid testing, effective treatment alternatives and a vaccine, and the impact of these and other factors on our employees, players and business partners. If we are not able to respond to and manage the impact of such events effectively, our business may be harmed. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors—Risks Related to PLAYSTUDIOS’ Business and Industry” section.
Our industry is very competitive. If consumers prefer our competitors’ games over our own, our operating results could suffer.
Competition in the gaming industry, especially the mobile gaming segment, is intense and subject to rapid changes, including changes from evolving consumer preferences and emerging technologies. Many new games are introduced in each major industry segment (mobile, web, PC, and console) each year, but only a relatively small number of titles account for a significant portion of total revenue in each segment. While we intend to diversify our product offering, we currently compete primarily in the social casino gaming category and our competitors that develop mobile and web games in the social casino gaming category vary in size and offerings and include companies such as Aristocrat, DoubleU, Huuuge Games, Playtika, SciPlay, Zynga and others. In addition, there are competitors that develop mobile and web games that are not currently focused on the social casino gaming category but may move into that space and that may also impede our diversification efforts, including companies such as Activision Blizzard (the parent company of King Digital), Electronic Arts (EA Mobile), Epic Games, Glu Mobile, Jam City, Machine Zone, Netmarble (the parent company of Kabam), NetEase (NetEase Games), Niantic, Peak Games, Supercell, Take-Two Interactive Software, Vivendi (the parent company of Gameloft) and others. In addition, online game developers and distributors that are primarily focused on specific international markets, such as Giant Interactive and Tencent in Asia, and high-profile companies with significant online presences that to date have not actively focused on social games, such as Facebook, Apple, Google, Amazon and Microsoft, may decide to develop social games including social casino games which may compete with our games. Some of these current and potential competitors have significant resources for developing or acquiring additional games, may be able to incorporate their own strong brands and assets into their games, have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations or other developments that may impact our industry.
There are relatively low barriers to entry to develop a mobile or online game and we expect new game competitors to enter the market and existing competitors to allocate more resources to develop and market competing games and applications. We also compete or will likely compete with a vast number of small companies and individuals who are able to create and launch games and other content for devices and platforms using relatively limited resources and with relatively limited start-up time or expertise. The proliferation of titles in these open developer channels makes it difficult for us to compete for players without substantially increasing our marketing expenses. We also face competition for the leisure time, attention and discretionary spending of our players from other non-gaming activities, such as social media and messaging applications, personal computer and console games, video streaming services, television, movies, sports and the Internet. Increasing competition could result in loss of players, increasing player acquisition and retention costs, and loss of talent, all of which could harm our business, financial condition or results of operations.
 
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We rely on a small portion of our total players for a substantial amount of our revenue and if we fail to grow our player base, or if player engagement declines, our revenue and operating results will be harmed.
Compared to all players who play our games in any period, only a small portion are paying players. For the nine-month period ended September 30, 2020, we had approximately 34,000 daily paying users on average, who represented approximately 2.2% of our average daily active users of 1,517,000 for that period. In order to sustain and grow our revenue levels, we must attract, retain and increase the number of paying players or more effectively monetize our players through advertising and other strategies. To retain players, we must devote significant resources so that the games they play retain their interest and attract them to our other games. We might not succeed in our efforts to increase the monetization rates of our players, particularly if we are unable to retain our paying players. If we fail to grow or sustain the number of our paying players, if the rates at which we attract and retain paying players declines or if the average amount our players pay declines, our business may not grow and our financial results will suffer.
A substantial portion of our loyalty rewards are obtained from MGM Resorts, and any change in that relationship could materially and adversely affect our business and financial results.
Although we have over 80 awards partners that represent more than 275 brands providing rewards through our playAWARDS program, MGM Resorts has historically provided a substantial amount of such rewards and the majority of the rewards redeemed through our playAWARDS program for the year ended December 31, 2019 were offered by MGM Resorts. Under the terms of our marketing agreement and rewards agreement with MGM Resorts, MGM Resorts has discretion over the types and quantities of rewards and whether to make any rewards available for a particular game, and MGM Resorts may discontinue any rewards previously made available. The terms of our marketing agreement with MGM requires us to meet certain performance criteria for it to be automatically renewed, and if we fail to meet those performance criteria, MGM Resorts could terminate both the marketing agreement and the rewards agreement. If we fail to meet our required performance criteria under the marketing agreement, we could also lose certain intellectual property rights that we license from MGM Resorts under the agreement and which we use as creative assets in our games. In the event that MGM Resorts offers fewer or less attractive rewards for our games or if we fail to achieve the required performance milestones and MGM Resorts decides not to renew our agreements, our business and financial results could be materially and adversely affected.
We rely on third-party platforms such as the Apple App Store, Google Play Store, Amazon Appstore and Facebook to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.
We derive a significant portion of our revenue from the distribution of our games on the Apple App Store, Google Play Store, Amazon Appstore and Facebook, and the virtual items we sell in our games are purchased using the payment processing systems of these third-party platform providers. Additionally, we have historically acquired a significant number of our players through Facebook. For example, for the year ended December 31, 2019 and the nine months ended September 30, 2020, we derived 45.9% and 48.5% of our revenue on Apple platforms and 43.4% and 44.9% of our revenue on Google platforms. If we are unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing change to our detriment, if we violate, or if a platform provider believes that we have violated, the terms and conditions of its platform, or if any of these platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, our business will suffer.
We are subject to the standard and non-negotiated policies and terms of service/publisher agreements of third-party platforms, which govern the promotion, distribution, content and operation generally of games on the platform. Each platform provider has broad discretion to unilaterally change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. For example, in late 2019, a platform provider updated the rating on one of our games to Adults Only. While this issue has been resolved and the game is no longer rated Adults Only, the platform provider took longer to review and approve new releases for such game while it retained the Adults Only rating, which resulted in uncertainty around when releases would be approved, and resulted in delays in commercial releases that negatively impacted our ability to undertake planned marketing and promotional campaigns to feature the new releases. A platform provider may also change its fee structure, add fees associated with
 
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access to and use of its platform, alter how we are able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how players can share information with their friends on the platform or across platforms. Our business could be harmed if:

the platform providers discontinue or limit our access to their platforms;

governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms;

the platforms increase the fees they charge us;

the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies;

the platforms decline in popularity;

the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our games in order to ensure players can continue to access our games and content with ease;

the platforms elect or are required to change how they label free-to-play games or take payment for in-game purchases;

the platforms block or limit access to the genres of games that we provide in any jurisdiction;

the platforms impose restrictions or spending caps or make it more difficult for players to make in-game purchases of virtual items;

the platforms change how the personal information of players is made available to developers or develop or expand their own competitive offerings; or

we are unable to comply with the platform providers’ terms of service.
In addition, third-party platforms also impose certain file size limitations, which limits our ability to create software with additional features that would result in a larger size than the platform providers would support. Aside from these file size limitations, a larger game file size could cause players to delete our games once the file size grows beyond the capacity of their devices’ storage limitations or could reduce the number of downloads of these games.
Such terms of service/policy changes may decrease the visibility or availability of our games, limit our distribution capabilities, prevent access to our existing games, reduce the amount of revenue we may recognize from in-game purchases, increase our costs to operate on these platforms or result in the exclusion or limitation of our games on such platforms. Any such changes could adversely affect our business, financial condition or results of operations.
If our platform providers do not perform their obligations in accordance with our platform agreements, we could be adversely impacted. For example, in the past, some of these platform providers have been unavailable for short periods of time, unexpectedly changed their terms or conditions or experienced issues with their features that permit our players to purchase virtual items. If any of our third-party service providers is unable to process payments, even for a short period of time, our business could be harmed. These platforms and our third-party online payment service providers may also experience security breaches or other issues with their functionalities. In addition, if we violate, or a platform provider believes we have violated, its terms of service, policies or standard publisher agreements (or if there is any change or deterioration in our relationship with any of these platform providers), that platform provider could limit or discontinue our access to the platform or we may be exposed to liability or litigation. For example, in August 2020, Epic Games attempted to bypass Apple and Google’s payment systems for in-game purchases with an update that allowed users to make purchases directly through Epic Games in their game, Fortnite. Apple and Google promptly removed Fortnite from their respective app stores, and Apple filed a lawsuit seeking injunctive relief to block the use of Epic Games’ payment system and seeking monetary damages to recover funds made while the updated version of Fortnite was active.
 
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If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it could materially and adversely affect our brands and reputation, as well as our business, financial condition and results of operations.
We rely on third-party hosting and cloud computing providers to operate certain aspects of our business. In particular, a significant portion of our game traffic is hosted by Amazon Web Services, or AWS, and any failure, disruption or significant interruption in our network or hosting and cloud services could adversely impact our operations and harm our business.
Our technology infrastructure is critical to the performance of our games, the satisfaction of our players and our corporate functions. Our games and company systems run on a complex distributed system, or what is commonly known as cloud computing. We own, operate and maintain elements of this system, but significant elements of this system are operated by third parties that we do not control and which would require significant time and expense to replace. We expect this dependence on third parties to continue. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. If any such interruption is significant or prolonged, if a particular game is unavailable when players attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all.
In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our customers. As our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our offerings increases. Any negative publicity arising from these interruptions, delays, outages or other performance problems could adversely affect our business, financial condition, results of operations or reputation. Furthermore, in the event that any of our agreements with these third-party providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new hosting or cloud computing providers. Although alternative providers could host our platform on a substantially similar basis, such transition could potentially be disruptive and we could incur significant costs in connection with such transition.
In particular, a significant portion of our game traffic, data storage, data processing and other computing services and systems is hosted by AWS. AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. The agreement requires AWS to provide us their standard computing and storage capacity and related support in exchange for timely payment by us. Any disruptions, delays, outages and other performance problems caused by AWS could significantly impact our business due to our many services and systems relying on the AWS services.
We have engaged third-party game development companies to develop and operate new mobile games and if they fail to perform as expected, our business may suffer.
We currently, have in the past and expect in the future to, engage third-party game development companies to develop and operate new mobile games on our behalf. In each instance, we have been and in the future intend to be the publisher of these third-party developed games when they are available for distribution through platforms such as the Apple App Store, Google Play Store and Amazon Appstore, but much of the responsibility to operate the games after commercial launch will be undertaken by the development company. Typically when we engage a third-party game development company, we will enter into a contract with them that defines their and our duties and responsibilities, but we have limited control over the work performed by the development company and are therefore subject to additional risks than if our own employees were developing the games, such as that completion of the games and their publication could be delayed due to the development company’s failure to adhere to our milestones and roadmaps. For example, one of our third-party game development companies has in the past, and may in the future, fail to complete development milestones in accordance with our game development roadmap. If our third-party game development companies do not perform in accordance with our agreements with them, it could adversely
 
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affect the development of the games that are the subject of that agreement, including delaying their availability for launch and their performance once launched, which could materially and adversely impact our ability to meet our forecasts.
Once a co-developed game is launched, we will be reliant on the development company’s ability to maintain adequate knowledgeable and experienced personnel to operate and maintain the games successfully and to develop and implement future game updates, patches and bug fixes, as well as provide ongoing support services. If the development company fails to operate and maintain the games, it could adversely affect the game’s performance and player satisfaction and our business may suffer as a result.
We do not own or have direct control of the source code of the third-party developed games, but we endeavor to have source code escrow agreements in place under which the source code and operation documentation of such games will be held in escrow. If the source code escrow release conditions are triggered under the applicable source code escrow agreement, while we may be able to obtain access to and use the source code and operation documentation to operate the relevant game, it would take significant time for our employees to learn how to manage the operation of the game or develop future game updates, patches or bug fixes for the game, which could adversely affect the game’s performance and player satisfaction, and our business may suffer as a result.
In addition, a co-developed game may incorporate intellectual property owned by the applicable development company. In such cases, we have or will obtain licenses to use the intellectual property as integrated with and into the games, but we will not own such intellectual property. If the third-party game developer challenged our right to use its intellectual property or the manner in which we use such intellectual property, it could materially and adversely affect our ability to continue to publish the codeveloped games.
If we do not successfully invest in, establish and maintain awareness of our brands and games, if we incur excessive expenses promoting and maintaining our brands or our games or if our games contain defects, our business, financial condition, results of operations or reputation could be harmed.
We believe that establishing and maintaining our brands is critical to maintaining and creating favorable relationships with players, awards partners, content licensors and advertisers, as well as competing for key talent. Increasing awareness of our brands and recognition of our games is particularly important in connection with our strategic focus on developing games based on our own intellectual property and successfully cross-promoting our games. In addition, globalizing and extending our brands and recognition of our games requires significant investment and extensive management time to execute successfully. Although we make significant sales and marketing expenditures in connection with the launch of our games, these efforts may not succeed in increasing awareness of our brands or the new games. If we fail to increase and maintain brand awareness and consumer recognition of our games, our potential revenue could be limited, our costs could increase and our business, financial condition, results of operations or reputation could suffer.
In addition, our games may contain errors, bugs, flaws, corrupted data, defects and other vulnerabilities, some of which may only become apparent after their launch, particularly as we launch new games and rapidly release new features to existing games under tight time constraints. Furthermore, our development and testing processes may not detect errors and vulnerabilities in our games prior to their release. Any such errors, flaws, defects and vulnerabilities may disrupt our operations, violate applicable security standards, adversely affect the game experience of our players, harm our reputation, cause our players to stop playing our games, divert our resources and delay market acceptance of our games, any of which could result in harm to our business, financial condition or results of operations.
We strive to establish and maintain our brands by obtaining trademark rights, including for our games. However, if our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position, business, financial condition or results of operations may be harmed.
Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs.
Much of the intellectual property we use in our games is created by us, but we also rely on licenses or rights we receive to third-party intellectual property for use in our games or platform to enhance the
 
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experience of our players or otherwise operate our business. For example, we use licensed intellectual property from certain parties such as MGM Resorts and Konami Gaming as creative assets in our games. These licenses typically limit our use of intellectual property to specific uses and for specific time periods, and include other contractual obligations, including the achievement of certain performance milestones with which we must comply in order for the license to remain in effect. Moreover, certain intellectual property rights may be licensed to us on a non-exclusive basis, and accordingly, the owners of such intellectual property are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Competition for these licenses is intense, and often results in one or more of increased advances, minimum payment guarantees and royalties that we must pay to the licensor, which decreases our profitability. In the future, we may identify additional third-party intellectual property we may need or desire to license in order to engage in our business, including to develop or commercialize new games. However, such licenses may not be available on acceptable terms or at all. If we are unable to obtain and remain in compliance with the terms of these licenses or obtain additional licenses on reasonable economic terms, we may be required to discontinue or limit our use of the games or features therein that include or incorporate the licensed intellectual property, and our revenue and profitability may be adversely impacted.
We also cannot be certain that our licensors are not infringing, misappropriating or otherwise violating the intellectual property rights of others or that our licensors have sufficient rights to the intellectual property to grant us the applicable licenses. If we are unable to obtain or maintain rights to any of such in-licensed intellectual property because of claims of intellectual property infringement, misappropriation or other violation claims brought by third parties against our licensors or against us, our ability to develop games containing such intellectual property could be severely limited and our business could be harmed.
The perceived value of our virtual currency is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer.
Approximately 96.8% and 99.5% of our revenues for the year ended December 31, 2019 and the nine months ended September 30, 2020 were derived from the sale of virtual currency. Paying players purchase virtual currency in our games because of its perceived value, which is dependent on the relative ease of obtaining equivalent virtual currency by simply playing our game. The perceived value of our virtual currency can be impacted by various actions that we take in the games, including offering discounts for virtual currency or giving away virtual currency in promotions. Managing game economies is difficult, and relies on our assumptions and judgment. If we fail to manage our virtual economies properly or fail to promptly and successfully respond to any such disruption, our reputation may suffer and our players may be less likely to play our games and to purchase virtual chips from us in the future, which would cause our business, financial condition and results of operations to suffer.
If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not increase, our business could be adversely affected.
The number of people using mobile Internet-enabled devices has increased dramatically over time and we expect that this trend will continue. However, the mobile market, particularly the market for mobile games, may not grow in the way we anticipate. Our future success is substantially dependent upon the continued growth of the market for mobile games. In addition, we do not currently offer our games on all mobile devices. If the mobile devices on which our games are available decline in popularity or become obsolete faster than anticipated, we could experience a decline in revenue and may not achieve the anticipated return on our development efforts. Any such declines in the growth of the mobile market or in the use of mobile devices for games could harm our business, financial condition or results of operations.
We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our or our vendors’ or other partners’ systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, impact our games and related software applications, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
Our technology infrastructure will be critical to the performance of our games and satisfaction of our players and to the general operation of our business. We devote significant resources to network and data
 
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security to protect our systems and data. However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We cannot assure you that the measures we take to detect and prevent or hinder cyber-attacks or other security or data breaches, to protect our systems, data and player information and to prevent outages, data loss and fraud, including a disaster recovery strategy for server, equipment or systems failure and the use of third parties for certain cybersecurity services, will provide sufficient security or be adequate for our operations. Our vendors and other partners are also subject to the foregoing risks, and we do not have any control over them. We have experienced and may in the future experience system disruptions, outages and other performance problems, including when releasing new software versions or bug fixes, due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions have not had a material impact to date, however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our or third parties’ computer systems and technological infrastructure, including the data contained therein or transmitted thereby, could result in a wide range of negative outcomes, including violations of applicable privacy laws which can result in significant fines, governmental investigations and enforcement actions, legal and financial exposure, contractual liability and damage to our reputation, each of which could materially adversely affect our business, financial condition, results of operations and prospects.
Programming errors, defects and data corruption could also disrupt our operations, cause us to violate applicable data privacy laws, adversely affect the experience of our players, harm our reputation, cause our players to stop playing our games, divert our resources and delay market acceptance of our games, any of which could result in legal liability to us or harm our business, financial condition, results of operations and prospects.
If our player base and engagement continue to grow, and the number and types of games we offer continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our players’ needs and operate our business. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our games or other operations. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the player experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such as COVID-19) or other catastrophic events.
We believe that if our players have a negative experience with our games, or if our brand or reputation is negatively affected, players may be less inclined to continue or to engage with us. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.
While we have achieved profitability in the past, we also have a history of net losses and our revenue and operating margins may decline. We also may incur substantial net losses in the future and may not sustain profitability.
Our operating and net income has historically fluctuated and we believe our operating margin could decrease as a result of increasing costs resulting from the risks discussed in this proxy statement/prospectus or in connection with any merger and acquisition activity that we may undertake. We expect to continue to expend substantial financial and other resources on game development, our technology stack, game engines, game technology and tools, player acquisition, the expansion of our network, international expansion and marketing. Our operating costs will increase and our operating margins may decline if we do not effectively manage costs, launch new products on schedule that monetize successfully and enhance our games so that these games continue to monetize successfully. In addition, weak economic conditions or other factors could cause our revenues to contract, requiring us to implement significant additional cost cutting measures, including a decrease in sales and marketing and paid player acquisition, which could harm our long-term prospects. If our revenue does not increase to offset any additional expenses, if we fail to manage or
 
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experience unexpected increases in operating expenses or if we are required to take additional charges related to impairments or restructurings, our financial results and results of operations may suffer and we may not achieve or remain profitable.
In particular, our projections contemplate that our Adjusted EBITDA will decline in 2021. We cannot assure you that we will meet the profitability set forth in these projections.
We intend to grow our business through strategic acquisitions, investments and joint ventures that involve numerous risks and uncertainties.
We intend to evaluate and pursue strategic acquisitions, investments and joint ventures, both in the U.S. and in non-U.S. jurisdictions. These transactions often require unique approaches to integration due to, among other reasons, the structure of the transactions, the locations and cultural differences among the other company’s teams and ours, and will require significant attention from our management team. If we are unable to obtain the anticipated benefits from these transactions, or if we encounter difficulties in integrating any acquired operations with our business, our financial condition and results of operations could be materially harmed.
Challenges and risks from such acquisitions, investments and joint ventures include:

our ability to identify, compete effectively for or complete suitable acquisitions and investments at prices we consider attractive;

our ability to estimate accurately the financial effect of acquisitions and investments on our business, our ability to estimate accurately any synergies or the impact on our results of operations of such acquisitions and investments;

acquired products, technologies or capabilities, particularly with respect to any that are still in development when acquired, may not perform as expected, may have defects or may not be integrated into our business as expected;

acquired entities or joint ventures may not achieve expected business growth or operate profitably, which could adversely affect our results of operations, and we may be unable to recover investments in any such acquisitions or joint ventures;

our assumption of legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs, or we may face litigation with respect to the acquired company, including claims from terminated employees, customers, former stockholders or other third parties;

negative effects on business initiatives and strategies from the changes and potential disruption that may follow the acquisition;

diversion of our management’s attention;

declining employee morale and retention issues resulting from changes in compensation, or changes in management, reporting relationships or future prospects;

the need to integrate the operations, systems, technologies, products and personnel of each acquired company, the inefficiencies and lack of control that may result if such integration is delayed or not implemented, and unforeseen difficulties and expenditures that may arise in connection with integration;

the difficulty in determining the appropriate purchase price of acquired companies may lead to the overpayment of certain acquisitions and the potential impairment of intangible assets and goodwill acquired in the acquisitions;

the difficulty in successfully evaluating and utilizing the acquired products, technology or personnel;

acquisitions, investments and joint ventures may require us to spend a significant amount of cash, to incur debt, resulting in increased fixed payment obligations and could also result in covenants or other restrictions on us, or to issue capital stock, resulting in dilution of ownership of our stockholders;
 
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the need to implement controls, procedures and policies appropriate for a larger, U.S.-based public company at companies that prior to acquisition may not have as robust controls, procedures and policies, in particular, with respect to compliance with privacy and other regulations protecting the rights of users, and compliance with U.S.-based economic policies and sanctions which may not have previously been applicable to the acquired company’s operations;

the difficulty in accurately forecasting and accounting for the financial impact of an acquisition transaction, including accounting charges and integrating and reporting results for acquired companies that have not historically followed U.S. GAAP;

the fact that we may be required to pay contingent consideration in excess of the initial fair value, and contingent consideration may become payable at a time when we do not have sufficient cash available to pay such consideration;

the fees and costs of legal, accounting and other professional advisors engaged by us for such acquisitions, which may be substantial;

under purchase accounting, we may be required to write off deferred revenue which may impair our ability to recognize revenue that would have otherwise been recognizable which may impact our financial performance or that of the acquired company;

risks associated with our expansion into new international markets and doing business internationally, including those described under the caption “Our international operations are, and our strategy to expand internationally will be, subject to increased challenges and risks”;

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

the potential loss of, or harm to, our relationships with employees, players, award partners, content licensors and other suppliers as a result of integration of new businesses;

our dependence on the accuracy and completeness of statements and disclosures made or actions taken by the companies we acquire or their representatives, when conducting due diligence and evaluating the results of such due diligence;

liability for activities of the acquired company before the acquisition, including intellectual property and other litigation claims or disputes, cyber and information security vulnerabilities, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities; and

we may not be able to effectively influence the operations of our joint ventures, or we may be exposed to certain liabilities if our joint venture partners do not fulfill their obligations.
The benefits of an acquisition, investment or joint venture may also take considerable time to develop, and we cannot be certain that any particular transaction will produce the intended benefits, which could adversely affect our business, financial condition or results of operations. Our ability to grow through future acquisitions, investments and joint ventures will depend on the availability of suitable candidates at an acceptable cost, our ability to compete effectively to attract these candidates and the availability of financing to complete larger transactions. In addition, depending upon the duration and extent of shelter-in-place, travel and other business restrictions adopted by us and imposed by various governments in response to the COVID-19 pandemic, we have and will continue to encounter new challenges in evaluating future acquisitions, investments and joint ventures and integrating personnel, business practices and company cultures from acquired companies. Acquisitions, investments and joint ventures could result in potential dilutive issuances of equity securities, use of significant cash balances or incurrence of debt (and increased interest expense), contingent liabilities or amortization expenses related to intangible assets or write-offs of goodwill or intangible assets, which could adversely affect our results of operations and dilute the economic and voting rights of our stockholders.
In addition, if we divest any businesses, these divestitures would similarly require significant investment of time and resources, may disrupt our business, distract management from other responsibilities and may
 
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result in losses on disposal or continued financial involvement in the divested businesses, including through indemnification, guarantee or other financial arrangements, for a period of time following the divestures, which could adversely affect our financial results.
Our international operations are, and our strategy to expand internationally will be, subject to increased challenges and risks.
Continuing to expand our business to attract players in countries other than the U.S. is an important element of our business strategy. An important part of targeting international markets is developing offerings that are localized and customized for the players in those markets. While we already have international game studios in Hong Kong and Israel, we expect to continue to expand our international operations in the future by opening new international game studio locations and expanding our offerings in new languages. Our ability to expand our business and to attract talented employees and players in an increasing number of international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Expanding our international focus may subject us to risks that we have not faced before or increase risks that we currently face, including risks associated with:

inability to offer certain games in certain foreign countries;

recruiting and retaining talented and capable management and employees in foreign countries;

challenges caused by distance, language and cultural differences;

developing and customizing games and other offerings that appeal to the tastes and preferences of players in international markets;

competition from local game makers with intellectual property rights and significant market share in those markets and with a better understanding of player preferences;

obtaining, utilizing, protecting, defending and enforcing our intellectual property rights;

negotiating agreements with local distribution platforms that are sufficiently economically beneficial to us and protective of our rights;

the inability to extend proprietary rights in our brand, content or technology into new jurisdictions;

implementing alternative payment methods for virtual chips in a manner that complies with local laws and practices and protects us from fraud;

compliance with applicable foreign laws and regulations, including privacy laws and laws relating to content and consumer protection;

compliance with anti-bribery laws, including the Foreign Corrupt Practices Act;

credit risk and higher levels of payment fraud;

currency exchange rate fluctuations;

protectionist laws and business practices that favor local businesses in some countries;

double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the U.S. or the foreign jurisdictions in which we operate;

political, economic and social instability;

public health crises, such as the COVID-19 pandemic, which can result in varying impacts to our employees, players, vendors and commercial partners internationally;

higher costs associated with doing business internationally;

export or import regulations; and

trade and tariff restrictions.
 
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If we are unable to manage the complexity of our global operations successfully, our business, financial condition and operating results could be adversely affected. Additionally, our ability to successfully gain market acceptance in any particular market is uncertain, and the distraction of our senior management team could harm our business, financial condition or results of operations.
Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.
We are subject to a variety of laws in the U.S. and abroad that affect our business, including state and federal laws regarding consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual property, export and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the U.S. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices, and could have an adverse effect on our business. It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that we are required to comply with their laws and regulations.
There are ongoing academic, political and regulatory discussions in the U.S., Europe, Australia and other jurisdictions regarding whether social casino applications should be subject to a higher level or different type of regulation than other social game applications to protect consumers, in particular minors and persons susceptible to addiction to social casino games, and, if so, what this regulation should include. For example, a court has recently determined that a class-action plaintiff was able to state a claim that an online social casino game operated by Big Fish Games, Inc. violated a specific anti-gambling law in Washington State. We are continuing to monitor this case. If new social casino regulations are imposed, or other regulations are interpreted to apply to our social casino games, certain, or all, of our casino-themed games may become subject to the rules and regulations and expose us to civil and criminal penalties if we do not comply. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations.
It is possible that a number of laws and regulations may be adopted or construed to apply to us in the U.S. and elsewhere that could restrict the online and mobile industries, including player privacy, advertising, taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development of electronic commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase and we will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the marketing of in-game purchases, labeling of free-to-play games, regulation of currency, banking institutions, unclaimed property or money transmission may be interpreted to cover our games and the virtual currency, goods or payments that we receive. If that were to occur, we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the U.S. or elsewhere regarding these activities may lessen the growth of social game services and impair our business, financial condition or results of operations.
We may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.
We may be involved in claims, suits, government investigations, and proceedings arising in the ordinary course of our business, including actions with respect to intellectual property claims, privacy, data protection or law enforcement matters, tax matters, labor and employment claims, commercial and acquisition-related claims, class action lawsuits and other matters. Such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal proceedings can have an adverse impact on us because of legal costs, diversion of management and other personnel, and other factors. It is possible that a resolution of one or more such proceedings could result in liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from
 
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offering certain features, functionalities, products, or services, or requiring a change in our business practices, products or technologies, which could in the future materially and adversely affect our business, financial condition or results of operations.
Failure to obtain, maintain, protect or enforce our intellectual property rights could harm our business, results of operations and financial condition.
We regard the protection of our trade secrets, software, trademarks, service marks, trade dress, domain names, patents, and other intellectual property rights as critical to our success. We strive to protect our intellectual property rights by relying on a combination of federal, state and common law trademark, copyright, patent and trade secret protection laws, as well as contractual restrictions and business practices. We enter into proprietary information and invention assignment agreements with our employees and contractors and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. While these agreements will give us contractual remedies upon any unauthorized use or disclosure of our proprietary business information or intellectual property, we may not always be able to effectively monitor or prevent such unauthorized use or disclosure or misappropriation of our proprietary information or intellectual property or deter independent development of similar technologies by others. Enforcing a claim that a party illegally disclosed or misappropriated our proprietary information is difficult, expensive and time-consuming, and the outcome is unpredictable, and therefore, we may not be able to obtain adequate remedies. In addition, some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, which could harm our competitive position, business, financial condition, results of operations, and prospects.
We own registered trademarks and issued patents, and have filed, and may continue in the future to file, trademark and patent applications to protect certain of our innovations and intellectual property. This process can be expensive and time-consuming, may not always be successful depending on the intellectual property laws of the applicable jurisdiction in which we seek protection or other circumstances, in which case we may be unable to secure intellectual property protection for all of our technology and methodologies. We also may choose not to pursue registrations in every jurisdiction depending on the nature of the project to which the intellectual property rights pertain. We may, over time, increase our investments in protecting our innovations and other technology. Even if we are successful in obtaining effective intellectual property protection, it is expensive to maintain these rights and the costs of defending our rights could be substantial. Moreover, our failure to develop and properly manage new innovations and other technology could hurt our market position and business opportunities.
While our software and other proprietary technology may be protected under copyright law, we have chosen not to register any copyrights in these works, and instead, primarily rely on protecting our software as a trade secret. In order to bring a copyright infringement lawsuit in the United States, the applicable copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited.
Furthermore, our intellectual property and other proprietary rights may be challenged, knowingly or unknowingly infringed, misappropriated circumvented, declared generic, or determined to be infringing on or dilutive of third-party intellectual property rights, and we may not be able to prevent infringement or misappropriation or other violation of our intellectual property and other proprietary rights without incurring substantial expense. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Monitoring unauthorized use of our intellectual property is difficult and costly, and while it is our policy to protect and defend our rights to our intellectual property, we cannot predict whether steps taken by us to enforce and protect our intellectual property rights will be adequate to prevent infringement, misappropriation, dilution or other violations of our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our games. Moreover, in any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology at issue on grounds that our intellectual property rights do not cover the technology in question. Further, in such proceedings, the defendant could counterclaim that our intellectual property is
 
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invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, and diversion of management and technical resources, any of which could adversely affect our business, financial condition or results of operations. If we fail to maintain, protect and enhance our intellectual property rights, our business, financial condition or results of operations may be harmed.
We may be subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future.
Our commercial success depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property rights of others. We have faced, and may in the future face, allegations that we have infringed, misappropriated or otherwise violated the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors and non-practicing entities. We may also be subject to claims that our employees, consultants or other advisors have wrongfully used or disclosed alleged trade secrets of their former employers or claims asserting ownership of what we regard as our intellectual property. Intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, we may be obligated to cancel the launch of a new game, stop offering a game or certain features of a game in a particular geographic region or worldwide, pay significant royalties, settlement costs or damages (including treble damages and attorneys’ fees if we are found to have willfully infringed intellectual property rights), obtain licenses (which may not be available on acceptable terms or at all), modify our games and features, or develop substitutes. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us. Furthermore, even if intellectual property disputes do not result in litigation, the time and resources necessary to resolve them could harm our business, results of operations, financial condition and reputation.
Our games utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, and games in a manner that could negatively affect our business.
We use open source software in our game development and expect to continue to use open source software in the future. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the open source software code. To the extent that our games depend upon the successful operation of open source software, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our games, delay new releases, result in a failure of our games, and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks, and, as a result, make our systems more vulnerable to data breaches. In addition, the public availability of such software may make it easier for others to compromise our platform and games.
Moreover, some open source software licenses require users who distribute open source software as part of their proprietary software to publicly disclose all or part of the source code to such software or make available any derivative works or modifications of the open source code on unfavorable terms or at no cost. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release or license the source code of our proprietary software to the public, and from time to time, we may face claims from third parties that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code of the open source software or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. The terms of various open source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our use of the open source software. We monitor our use of open source software and try to use open source software in a manner that will not require the disclosure of the source code to our proprietary software or prevent us from charging fees to our players for use of our proprietary software. However, we cannot guarantee that these efforts will be successful, and thus there is a risk that the use of such open source software may ultimately result in litigation, preclude us from charging fees for the use of certain of our proprietary software, require us to replace certain code used in
 
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our games, pay damages, settlement fees or a royalty to use some open source software, make the source code of our games publicly available or discontinue certain games. Any of the foregoing would have a negative effect on our business, financial condition or results of operations.
We are subject to laws and regulations concerning data privacy, information security, data protection and consumer protection, and these laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our business.
We receive, store and process personal information and other data relating to employees and business contacts, in addition to that of our players, and we enable our players to share their personal information with each other and with third parties, including on the Internet and mobile platforms. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information, the scopes of which are changing, subject to differing interpretations, and may be inconsistent between jurisdictions or conflict with other rules.
Various government and consumer agencies have called for new regulation and changes in industry practices and are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices.
In the U.S., there are numerous federal and state privacy and data protection laws and regulations governing the collection, use, disclosure, protection and other processing of personal information, including federal and state data privacy laws, data breach notification laws and consumer protection laws. For example, the California Consumer Privacy Act of 2018, or CCPA, came into force in January 2020 and created new privacy rights for consumers residing in the state. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA allows for the California Attorney General to impose civil penalties for violations and also provides a private right of action for certain data breaches. California voters also recently passed the California Privacy Rights Act, or CPRA, which will take effect on January 1, 2023. The CPRA significantly modifies the CCPA, including by imposing additional obligations on covered companies and expanding California consumers’ rights with respect to certain sensitive personal information, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply.
In the European Economic Area, or EEA, we are subject to the European Union’s General Data Protection Regulation, or GDPR, which became effective in May 2018, and from January 1, 2021, we are also subject to the UK GDPR and UK Data Protection Act 2018, which retains the GDPR in UK national law. The GDPR and national implementing legislation in EEA member states and the UK impose a strict data protection compliance regime in relation to our collection, control, processing, sharing, disclosure and other use of personal data, including providing detailed disclosures about how personal data is collected and processed, granting new rights for data subjects to access, delete or object to the processing of their data, mandatory breach notification to supervisory authorities (and in certain cases, affected individuals) of certain data breaches and significant documentary requirements to demonstrate compliance through policies, procedures, training and audit. In particular, European Union privacy supervisory authorities have focused on compliance with requirements relating to the processing of children’s personal data and ensuring that services offered to children are age appropriate, and we may be subject to regulatory scrutiny and subsequent enforcement actions if we are found to be processing children’s data given the nature of our services.
We are also subject to European Union rules with respect to cross-border transfers of personal data out of the EEA and the UK. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA and the UK to the United States. Most recently, on July 16, 2020, the Court of Justice of the European Union, or CJEU, invalidated the EU-US Privacy Shield Framework, or Privacy Shield, under which personal data could be transferred from the EEA to U.S. entities, such as ourselves, who had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances.
 
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These recent developments will require us to review and amend the legal mechanisms by which we make and/ or receive personal data transfers to in the U.S. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses and other mechanisms cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.
In addition, Brazil’s passage of the Lei Geral de Protecao de Dados Pessoais, or LGPD, became effective September 2020 and created new privacy rights for consumers residing in Brazil.
Compliance with the GDPR, LGPD, CCPA and similar legal requirements has required us to devote significant operational resources and incur significant expenses. We expect the number of jurisdictions adopting their own data privacy laws to increase, which will require us to devote additional significant operational resources and incur additional significant expenses and will also increase our exposure to risks of claims by our players that we have not complied with all applicable data privacy laws.
All of our games are subject to our online privacy policy and our terms of service accessible through our platform providers’ storefronts, from our games and on our corporate website. While we strive to comply with such policies and all applicable laws, regulations, other legal and contractual obligations and certain industry standards and codes of conduct relating to data privacy and data protection, these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. It is also possible that new laws, regulations, other legal obligations or industry codes of conduct may be adopted, or existing laws, regulations, other legal obligations or industry codes of conduct may be interpreted in such a way that results in us having to take further compliance steps and/or could prevent us from being able to offer services to citizens of a certain jurisdiction or makes it costlier or more difficult for us to do so.
Any failure or perceived failure by us to comply with our privacy policy and terms of service, or our data privacy-related legal obligations including those to players or other third parties, or any compromise of security that results in the unauthorized release or transfer of personal information, including personal information about players, may result in regulatory investigations, governmental enforcement actions and significant fines, which, as an example, can be up to 20 million euros or up to 4% of the annual global revenue of the noncompliant undertaking, whichever is greater, for violations of certain requirements of the GDPR. The UK GDPR mirrors the fines under the GDPR. In addition to the foregoing, we may suffer reputational damage, orders to cease/change our processing of our data, civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, or public statements against us by consumer advocacy groups or others which could cause our players to lose trust in us, any of which could have an adverse effect on our business, financial condition or results of operations. Additionally, if third parties we work with such as players or vendors violate applicable laws or our policies, such violations may also put personal information at risk and expose us to potential liability and reputational harm. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities. Any of the foregoing could have an adverse effect on our business, financial condition or results of operations.
Our business depends on our ability to collect and use data to deliver relevant content and marketing materials, and any limitation on the collection and use of this data could cause us to lose revenue.
When our players use our games, we may collect both personal and non-personal data about our players. Often we use some of this data to provide a better experience for our players by delivering relevant content and marketing materials. Our players may decide not to allow us to collect some or all of this data or may limit our use of this data. Any limitation on our ability to collect data about players and game interactions would likely make it more difficult for us to deliver targeted content and marketing materials to our players. Interruptions, failures or defects in our data collection, analysis and storage systems, as well
 
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as privacy concerns, increasing public scrutiny and regulatory restrictions regarding the collection of data, could also limit our ability to aggregate and analyze player data. If that happens, we may not be able to successfully adapt to player preferences to improve and enhance our games, retain existing players and maintain the popularity of our games, which could cause our business, financial condition, or results of operations to suffer.
We are also subject to evolving EU and UK privacy laws on cookies and similar technologies and eMarketing. In the EU and the UK, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the EU and the UK, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach endorsed in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline in the use of cookies or similar online tracking technologies as a means to identify and potentially target players, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand our players.
Additionally, Internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of advertising on their devices, including through Apple’s Identifier for Advertising, or IDFA, or Google’s Advertising ID, or AAID, for Android devices. Device and browser manufacturers may include or expand these features as part of their standard device specifications. Advertising identifiers are frequently used as a means to deliver targeted advertising to devices. While we currently conduct very limited advertising to our players in our games (often referred to as “ad monetization”), it is a meaningful way to generate revenue for many mobile game companies. If we subsequently increase our engagement in ad monetization to generate revenue, we will be limited in how and to whom we can present with in-game advertising, which could adversely affect our ability to generate revenues from advertising.
We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
Certain of our key metrics, including Daily Active Users, or DAU, Monthly Active Users, or MAU, Average Daily Revenue per DAU, or ARPDAU, Daily Paying Users, or DPU, and Daily Payer Conversion are calculated using data tracked by our internal analytics systems based on tracking activity of player accounts. The analytics systems and the resulting data have not been independently verified. While these numbers are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring usage and player engagement across our player base and our recently acquired operations, and factors relating to player activity and systems may impact these numbers.
Our award partners, content licensors, advertisers and investors rely on our key metrics as a representation of our performance. We regularly review and may adjust our processes for calculating our internal metrics to improve their accuracy. If we determine that we can no longer calculate any of our key metrics with a sufficient degree of accuracy, and we cannot find an adequate replacement for the metric, our business, financial condition or results of operations may be harmed. In addition, if awards partners, content licensors, advertisers or investors do not perceive our player metrics to be accurate representations of our user base or player engagement, or if we discover material inaccuracies in our user metrics, our reputation may be harmed and awards partners, content licensors or advertisers may be less willing to allocate their resources, intellectual property or budgets to our games, which could negatively affect our business, financial condition or results of operations.
 
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Companies and governmental agencies may restrict access to platforms, our website, mobile applications or the Internet generally, which could lead to the loss or slower growth of our player base.
Our players generally need to access the Internet and, in particular, platforms such as Facebook, Apple, Google and our website to play our games. Access to the Internet in a timely fashion is necessary to provide a satisfactory player experience to the players of our games. Companies and governmental agencies could block access to any platform, our website, mobile applications or the Internet generally, or could limit the speed of data transmissions, for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Facebook, Apple or Google and our website or any other social platform. In addition, telecommunications companies may implement certain measures, such as increased cost or restrictions based on the type or amount of data transmitted, that would impact consumers’ ability to access our games. If companies or governmental entities block or limit such or otherwise adopt policies restricting players from playing our games, our business could be negatively impacted and could lead to the loss or slower growth of our player base.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to players, damage to our reputation, and a loss of confidence in our products and services, which could adversely affect our business.
Cybersecurity attacks, including breaches, computer malware and ransomware, computer hacking and insider threats have become more prevalent in our industry, and experts have warned that the global disruption related to the COVID-19 pandemic and remote working conditions may result in increased threats and malicious activity. Any cybersecurity breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions, loss or corruption of data, software, hardware or other computer equipment, or the inadvertent transmission of computer viruses or other unauthorized access to our systems caused by employee error, malfeasance or other disruptions could adversely affect our business, financial condition, results of operations or reputation. We have experienced and will continue to experience hacking attacks of varying degrees from time to time. Because of our prominence in the social casino gaming industry, we believe we are a particularly attractive target for hackers. Additionally, rapidly evolving technology and capabilities, evolving changes in the sources, capabilities and targets for cybersecurity attacks, as well as the increasing sophistication of cyber criminals increase the risk of material data compromise or business disruption.
In addition, we store sensitive information, including personal information about our employees, and our games involve the storage and transmission of players’ personal information on equipment, networks and corporate systems run by us or managed by third-parties including Amazon, Apple, Facebook, Google and Microsoft. We are subject to a number of laws, rules and regulations requiring us to provide notification to players, investors, regulators and other affected parties in the event of a security breach of certain personal data, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement. The costs of compliance with these laws and regulations, including the GDPR and the CCPA, have increased and may increase in the future. Our corporate systems, third-party systems and security measures have been subject to a breach and may be breached in the future due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, and, as a result, an unauthorized party may obtain access to, or compromise the integrity of, our data, our employees’ data, our players’ data or any third-party data we may possess. Any such data security breach could require us to comply with various breach notification laws, create significant exposure for us, including under applicable data privacy laws and regulations such as the GDPR and CCPA, in particular if we have failed to take appropriate security measures, may affect our ability to operate and may expose us to litigation, remediation and investigation costs, increased costs for security measures, loss of revenue, damage to our reputation and potential liability, each of which could be material.
 
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Changes in tax laws or tax rulings could materially affect our effective tax rates, financial position and results of operations.
The tax regimes we are subject to or operate under are unsettled and may be subject to significant change. Changes in tax laws (including in response to the COVID-19 pandemic) or changes in interpretations of existing laws could cause us to be subject to additional income-based taxes and non-income based taxes (such as payroll, sales, use, value-added, digital services and excise, net worth, property, and goods and services taxes), which in turn could materially affect our financial position and results of operations. For example, in December 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act, or the 2017 Tax Act. The 2017 Tax Act significantly changed the existing U.S. corporate income tax laws by, among other things, lowering the corporate tax rate, implementing a partially territorial tax system, and imposing a onetime deemed repatriation toll tax on cumulative undistributed foreign earnings. Many of the provisions of the 2017 Tax Act are highly complex and may be subject to further interpretive guidance from the Internal Revenue Service, or IRS, or others. Some of the provisions of the 2017 Tax Act may be changed by a future Congress and may face future challenges by the World Trade Organization, or WTO, such as the favorable tax treatment for foreign-derived intangible income claimed by us. Although we cannot predict the nature or outcome of such future interpretive guidance, or actions by a future Congress or WTO, they could adversely impact the consolidated results of our operations and financial position. In addition, many countries in the EU, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations. Any significant changes to our future effective tax rate may materially and adversely affect our business, financial condition, results of operations, or cash flows.
We could be required to collect additional sales, value added or similar taxes or be subject to other tax liabilities that may increase the costs our customers pay for our games and adversely affect our results of operations.
One or more U.S. states or countries may seek to impose incremental or new sales, value added taxes or use or other tax collection obligations on us. While we generally are not responsible for taxes generated on games accessed and operated through third-party platforms, we are responsible for collecting and remitting applicable sales, value added or other similar taxes for revenue generated on games accessed and operated on our own platforms. Historically, we paid taxes on revenue generated from games accessed on our own platforms in U.S. states where we had a sufficient physical presence or “nexus” based on the location of our U.S. offices and servers. However, there is uncertainty as to what constitutes sufficient physical presence or nexus for a U.S. state to levy taxes, fees and surcharges for sales made over the internet. Furthermore, an increasing number of states have considered or adopted laws that impose sales tax collection obligations on out-of-state companies. This is also the case in respect of the European Union, where value added taxes may be imposed on non-European Union companies making digital sales to consumers within the European Union. In addition, the U.S. Supreme Court ruled in South Dakota v. Wayfair, Inc., or Wayfair, that online sellers can be required to collect sales and use tax despite not having a physical presence in the customer’s state. In response to Wayfair, or otherwise, state and local governments may adopt, or begin to enforce, laws requiring us to calculate, collect and remit sales taxes in their jurisdictions. Similarly, many foreign jurisdictions have considered or adopted laws that impose value added, digital services or similar indirect taxes on companies despite not having a physical presence in the foreign jurisdiction.
A successful assertion by one or more states, or other countries or jurisdictions, requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently collect some taxes, could result in substantial liabilities, including taxes on past sales as well as penalties and interest. We continually monitor the ever-evolving tax landscape in the jurisdictions in which we operate and those jurisdictions where our customers reside. The requirement to collect sales, value added or similar indirect taxes by foreign, state or local governments for sellers that do not have a physical presence in the jurisdiction could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors or decrease our future sales, which may materially and adversely affect our business and results of operations.
We may have exposure to greater than anticipated tax liabilities.
Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements. The tax laws applicable to our business, including the laws of the U.S. and other jurisdictions,
 
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are subject to interpretation, and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxing authorities of the jurisdictions in which we operate may challenge our methodologies for intercompany arrangements, which could impact our worldwide effective tax rate and harm our financial position and results of operations. We are currently under a transfer pricing examination by the Israel Tax Authority for fiscal years 2016 through 2018. While we expect to prevail, it is possible that a negative outcome in this examination would have a material impact on our consolidated results of operations and financial position. In addition, changes to our corporate structure and intercompany agreements, including through acquisitions, could impact our worldwide effective tax rate and harm our financial position and results of operation.
Our ability to utilize our research credit carryforwards and certain other tax attributes may have been limited by “ownership changes” and may be further limited.
Our ability to utilize our research credit carryforwards, which were an aggregate of $3.2 million between state and federal research credit carryforwards at December 31, 2019, to offset potential future income taxes that would otherwise be due is dependent upon our generation of future income taxes before the expiration dates of the research credit carryforwards, and we cannot predict with certainty when, or whether, we will generate sufficient income taxes to use all of our research credit carryforwards.
Under Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change” ​(generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period), the corporation’s ability to use its research credit carryforwards and other pre-change tax attributes to offset its post-change income taxes may be limited. We may have experienced, and we may in the future experience, ownership changes, either as a result of this offering or other changes in our stock ownership (some of which are not in our control). As a result, if we incur income tax liability, our ability to use our pre-change research credit carryforwards to offset U.S. federal income taxes may be subject to limitations under Section 383, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of research credit carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
General Risk Factors
The financial projections relating to New PLAYSTUDIOS after the Business Combination are subject to significant risks, assumptions, estimates and uncertainties, and may not be achieved.
In connection with the Business Combination, we prepared and considered, among other things, internal financial forecasts and analyses for the performance and operating results of New PLAYSTUDIOS after the Business Combination. These financial projections include assumptions regarding, among other things, the number of players of our games and the percentage of such players that pay for virtual currency, future operating costs and other assumptions regarding future performance. These financial projections are subject to significant economic, competitive, industry and regulatory risks and uncertainties and may not be achieved in full, within the projected timeframes or at all. Operating results are difficult to forecast because they generally depend on our assessment of the timing and likelihood of future events which are uncertain, including levels of player engagement and the continued acceptance of our games. Furthermore, if we invest in games that do not achieve significant commercial success, whether because of competition or otherwise, we may not recover the often substantial upfront costs of such games, or recover the opportunity cost of diverting management and financial resources away from other games.
In particular, it is difficult to predict if, when or how quickly our revenue may begin to decline. This difficulty may be exacerbated in the short to intermediate term by recent fluctuations in the levels of player engagement during the COVID-19 pandemic. The increased levels of player activity in the second calendar quarter of 2020 was not sustained through the third calendar quarter of 2020. There is no assurance that player behavior will not decrease, including below historic levels, as the full impacts of the COVID-19 pandemic on society and the global economy become more clear.
 
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Due to a variety of factors, including following the announcement of the Business Combination, changes in market conditions and the effects of COVID-19, our actual results of operations may differ materially from those contained in the financial projections prepared in connection with the Business Combination. The failure of New PLAYSTUDIOS to achieve the results contained in the financial projections could materially and adversely affect the trading price of shares of New PLAYSTUDIOS Class A common stock.
Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.
Our financial performance is subject to U.S. economic conditions and their impact on levels of spending by players, our awards partners and our advertisers. Economic recessions have had, and may continue to have, far-reaching adverse consequences across many industries, including the gaming industries, which may adversely affect our business and financial condition. In the past decade, the U.S. economy experienced tepid growth following the financial crisis in 2008 and 2009 and experienced a recession in 2020 due to the impact of the COVID-19 pandemic as well as international trade and monetary policy and other changes. If the U.S. economy experiences a continued recession or any of the relevant regional or local economies suffers a prolonged downturn, our business, financial condition, results of operations or prospects may be adversely affected.
In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole may reduce our players’ disposable income and our awards partners’ budgets resulting in fewer or less desirable rewards to be offered to our players. Any one of these changes could materially and adversely affect our business, financial condition, results of operations or prospects.
Our results of operations may fluctuate due to various factors and, therefore, our periodic operating results will not be guarantees of future performance.
Our financial results and operating metrics have fluctuated in the past and we expect such results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business.
Our financial results and operations in any given period may be influenced by numerous factors, many of which we are unable to predict or are outside of our control. Consumer engagement with our games may decline or fluctuate as a result of a number of factors, including the popularity of the underlying games, the player’s level of satisfaction with our games, our ability to improve and innovate games and to attract new awards partners, outages and disruptions of online services, the services offered by our competitors, our marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of our business may have a negative impact on our business, financial condition, results of operations or prospects.
Our reported financial results may be affected by changes in accounting principles generally accepted in the U.S.
Generally accepted accounting principles, or GAAP, in the U.S. are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change. Any difficulties in implementing any future changes to accounting principles could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
Our core values of focusing on our players and their experience within our games and acting for the long-term may conflict with the short-term expectations of analysts.
We believe that providing quality and highly engaging content to our players is essential to our success and serves the best, long-term interests of our company and our stockholders. Therefore, we have made in
 
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the past and we may make in the future, significant investments or changes in strategy that we think will benefit us in the long-term, even if our decision has the potential to negatively impact our operating results in the short term. In addition, our decisions may not result in the long-term benefits that we expect, in which case the success of our games, business, financial condition or results of operations could be harmed.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.
Our stock price and trading volume may be heavily influenced by the way analysts and investors interpret our financial information and other disclosures. If securities or industry analysts do not publish research or reports about our business, delay publishing reports about our business, or publish negative reports about our business, regardless of accuracy, the trading price of shares of New PLAYSTUDIOS Class A common stock could decline.
If a trading market for shares of New PLAYSTUDIOS Class A common stock develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about New PLAYSTUDIOS will have had relatively little experience with us, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, the trading price of New PLAYSTUDIOS Class A common stock could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.
Even if New PLAYSTUDIOS is actively covered by analysts, we do not have any control over the analysts or the measures that analysts or investors may rely upon to forecast our future results. Overreliance by analysts or investors on any particular metric to forecast our future results may lead to forecasts that differ significantly from our own.
We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
We intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. In March 2020, we entered into a loan and security agreement with Silicon Valley Bank, pursuant to which we can borrow up to $35.0 million under a revolving credit facility, which subjects us to certain operational and financial covenants.
Any additional debt financing that we secure in the future could involve offering additional security interests and undertaking restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, the COVID-19 pandemic has disrupted capital markets, and if we seek to access additional capital or increase our borrowing, there can be no assurance that debt or equity financing may be available to us on favorable terms, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business, financial condition or results of operations may be harmed.
Our investment portfolio may become impaired by deterioration of the financial markets.
Our cash equivalent and investment portfolio, including the proceeds of the Business Combination, will be invested with a goal of preserving our access to capital, and generally consists of money market
 
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funds, corporate debt securities, U.S. government and government agency debt securities, mutual funds, certificates of deposit and time deposits. We intend to follow an investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk, which guidelines may include credit quality standards and permissible allocations of certain sectors to limit our exposure to specific investment types. Volatility in the global financial markets can negatively impact the value of our investments, and recent depressed performance in U.S. and global financial markets due to the COVID-19 pandemic has negatively impacted the carrying value of our investment portfolio. If financial markets experience further volatility, including due to depressed economic production and performance across the U.S. and global economies due to impacts of the COVID-19 pandemic, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any disruption of the capital markets could cause our other income and expenses to vary from expectations. Although we intend to manage our investment portfolio for a low risk of material impairment, we cannot predict future market conditions, market liquidity or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.
The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than we anticipate.
We will be a public company following the Closing, and as such (and particularly after we are no longer an “emerging growth company”), will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the U.S. Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of the Nasdaq, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to attract and retain qualified members of our board of directors as compared to a private company. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company.” We will need to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other publicly listed companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
As a private company, we were not required to document and test our internal controls over financial reporting, our management was not required to certify the effectiveness of our internal controls and our auditors were not required to opine on the effectiveness of our internal controls over financial reporting. Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect New PLAYSTUDIOS’ business.
We were not required to document and test our internal controls over financial reporting, our management was not required to certify the effectiveness of our internal controls and our auditors were not required to opine on the effectiveness of our internal controls over financial reporting. Neither Acies nor PLAYSTUDIOS is currently subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, we will be required to provide management’s attestation on internal controls commencing with our annual report for the year ending December 31, 2021. In addition, we may lose our emerging growth company status and become subject to the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In addition, our current controls and any new controls that we
 
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develop may become inadequate because of poor design and changes in our business, including increased complexity resulting from our international operations and our contemplated international expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.
If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we may not detect errors timely, our financial statements could be misstated, we could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm our business and adversely affect the trading price of our Class A common stock.
New PLAYSTUDIOS will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New PLAYSTUDIOS’ securities less attractive to investors and may make it more difficult to compare New PLAYSTUDIOS’ performance to the performance of other public companies.
New PLAYSTUDIOS will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New PLAYSTUDIOS will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in New PLAYSTUDIOS’ periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New PLAYSTUDIOS’ stockholders may not have access to certain information they may deem important. New PLAYSTUDIOS will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the market value of New PLAYSTUDIOS Class A common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (2) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (3) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (4) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Acies Class A ordinary shares. Investors may find New PLAYSTUDIOS’ securities less attractive because New PLAYSTUDIOS will rely on these exemptions. If some investors find New PLAYSTUDIOS’ securities less attractive as a result of New PLAYSTUDIOS’ reliance on these exemptions, the trading prices of New PLAYSTUDIOS’ securities may be lower than they otherwise would be, there may be a less active trading market for New PLAYSTUDIOS’ securities and the trading prices of New PLAYSTUDIOS’ securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of shares of New PLAYSTUDIOS Class A common stock held by non-affiliates exceeds $250 million as of the prior June 30,
 
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or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of shares of New PLAYSTUDIOS Class A common stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Our workforce and operations have grown substantially since our inception and we expect that they will continue to do so. If we are unable to effectively manage that growth, our financial performance and future prospects will be adversely affected.
Since our inception, we have experienced growth in the U.S. and internationally. This expansion increases the complexity of our business and has placed, and will continue to place, significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage our growth effectively, which could damage our reputation and negatively affect our operating results.
Properly managing our growth will require us to continue to hire, train and manage qualified employees and staff, including engineers, operations personnel, financial and accounting staff, and sales and marketing staff, and to improve and maintain our technology. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing, and integrating these new employees and staff, or if we are not successful in retaining our existing employees and staff, our business may be harmed. Moreover, in order to optimize our organizational structure, we have implemented reductions in force and may in the future implement other reductions in force. Any reduction in force may yield unintended consequences and costs, such as attrition beyond the intended reduction in force, the distraction of employees, reduced employee morale and could adversely affect our reputation as an employer, which could make it more difficult for us to hire new employees in the future and increase the risk that we may not achieve the anticipated benefits from the reduction in force. Properly managing our growth will require us to establish consistent policies across regions and functions, and a failure to do so could likewise harm our business.
Our failure to upgrade our technology or network infrastructure effectively to support our growth could result in unanticipated disruptions. To manage the growth of our operations and personnel and improve the technology that supports our business operations, as well as our financial and management systems, disclosure controls and procedures, and internal controls over financial reporting, we will be required to commit substantial financial, operational and technical resources.
Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to expand our operations and hire additional qualified personnel in an efficient manner, or if our operational technology is insufficient to reliably service our games, we could potentially face difficulties in retaining players, which would adversely affect our business, financial condition, and operating results.
Our organizational structure is complex and will continue to grow as we add additional employees. We will need to scale our operational, financial and management controls as well as our reporting systems and procedures to support the growth of our organizational structure. We will require capital and management resources to grow and mature in these areas. If we are unable to effectively manage the growth of our business, the quality of our games may suffer, and we may be unable to address competitive challenges, which would adversely affect our overall business, operations and financial condition.
Continued growth and success will depend on the performance of our current and future employees, including certain key employees. Recruitment and retention of these individuals is vital to growing our business and meeting our business plans. The loss of any of our key executives or other key employees could harm our business.
Our ability to compete and grow depends in large part on the efforts and talents of our employees and executives. Our success depends in a large part upon the continued service of our senior management team, including Andrew Pascal, our Co-Founder and Chief Executive Officer. Mr. Pascal is critical to our vision, strategic direction, culture, products and technology, and the continued retention of our entire senior management team is important to the success of our operating plan. We do not have employment agreements or offer letters with certain members of our senior management team, and we do not maintain
 
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key-man insurance for members of our senior management team. The loss of any member of our senior management team could cause disruption and harm our business, financial condition, results of operations or reputation.
In addition, our ability to execute our strategy depends on our continued ability to identify, hire, develop, motivate and retain highly skilled employees, particularly in the competitive fields of game design, product management, engineering and data science. These employees are in high demand, and we devote significant resources to identifying, recruiting, hiring, training, successfully integrating and retaining them. Interviewing, hiring and integrating new employees has and will continue to be particularly challenging during the COVID-19 pandemic. As part of our global remote working plans, throughout the duration of the COVID-19 pandemic, we have devoted and will continue to devote increased efforts to maintaining our collaborative culture of the corporate headquarters and each of our domestic and international game studios through the use of videoconferencing and other online communication and sharing tools, and to monitoring the health, safety, morale and productivity of our employees, including new employees, as we evaluate the impacts of this challenging situation on our business and employees.
We believe that two critical components of our success and our ability to retain our best people are our culture and our competitive compensation practices. As we operate as a public company, we may find it difficult to maintain our entrepreneurial, execution-focused culture. In addition, any volatility in our operating results and the trading price of shares of New PLAYSTUDIOS Class A common stock may cause our employee base to be more vulnerable to be targeted for recruitment by competitors. While we believe we compete favorably, competition for highly skilled employees is intense. If we are unable to identify, hire and retain our senior management team and our key employees, our business, financial condition or results of operations could be harmed. Moreover, if our team fails to work together effectively to execute our plans and strategies on a timely basis, our business, financial condition or results of operations could be harmed.
Any restructuring actions and cost reduction initiatives that we undertake may not deliver the expected results and these actions may adversely affect our business.
We have implemented restructurings in the past and may implement restructurings in the future for purpose of reducing costs, streamlining operations and improving cost efficiencies to better align our operating expenses with our revenue. Such restructurings may include reducing our headcount, rationalizing our product pipeline, reducing marketing and technology expenditures and downsizing certain game studios. We plan to continue to manage costs to better and more efficiently manage our business. Our restructuring plans and other such efforts could result in disruptions to our operations and adversely affect our business, financial condition or results of operations.
We actively monitor our costs, however, if we do not fully realize or maintain the anticipated benefits of any restructuring actions and cost reduction initiatives, our business, financial condition or results of operations could be adversely affected, and additional restructuring initiatives may be necessary. In addition, we cannot be sure that the cost reduction initiatives will be as successful in reducing our overall expenses as expected or that additional costs will not offset any such reductions. If our operating costs are higher than we expect or if we do not maintain adequate control of our costs and expenses, our operating results will suffer. In addition, any cost reduction measures could negatively impact our business, financial condition or results of operations including but not limited to, delaying the introduction of new games, features, or content, delaying introduction of new technology, impacting our ability to react nimbly to game or technology issues, or impacting employee retention and morale.
We have a large game studio located in Burlingame, California, just south of San Francisco. The occurrence of an earthquake or other natural disaster or other significant business interruption at or near our game studio in Burlingame, California, or any of our other game studios or facilities, could cause damage to our facilities and equipment and interfere with our operations.
We rent a facility housing a large game studio located in the San Francisco Bay Area, an area known for earthquakes, and is thus vulnerable to damage. All of our other game studios and facilities are vulnerable to damage from natural or manmade disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks, contagious disease outbreak (such as the COVID-19 pandemic) and similar
 
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events. If any disaster were to occur, our ability to operate our business at our game studios or facilities could be impaired and we could incur significant losses, recovery from which may require substantial time and expense.
Our insurance may not provide adequate levels of coverage against claims.
We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.
Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this prospectus.
The unaudited pro forma condensed combined financial information included in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, nor is it indicative of our future financial position or results of operations. The unaudited pro forma adjustments represent our management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
Risks Related to the Business Combination and Acies
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Acies prior to the consummation of the Business Combination.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Acies’ public shareholders vote.
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with a Business Combination, the Sponsor and each director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20% of the issued and outstanding ordinary shares.
Neither the Acies Board of Directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.
Neither the Acies Board of Directors nor any committee thereof is required to obtain an opinion that the price that we are paying for PLAYSTUDIOS is fair to us from a financial point of view. Neither the Acies Board of Directors nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the Acies Board of Directors and management conducted due diligence on PLAYSTUDIOS. The Acies Board of Directors reviewed comparisons of selected financial data of PLAYSTUDIOS with its peers in the industry and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of Acies’ shareholders. Accordingly, investors will be relying solely on the judgment of the Acies Board of Directors and management in valuing PLAYSTUDIOS, and the Acies Board of Directors and management may not have properly valued such businesses. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.
We may be forced to close the Business Combination even if we determined it is no longer in our shareholders’ best interest.
Our public shareholders are protected from a material adverse event of PLAYSTUDIOS arising between the date of the Merger Agreement and the Closing, primarily by the right to redeem their public
 
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shares for a pro rata portion of the funds held in the Trust Account, calculated as of two business days prior to the vote at the Extraordinary General Meeting. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the Extraordinary General Meeting, we may be forced to close the Business Combination even if we determine it is no longer in our shareholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.
If our shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Acies Class A ordinary shares for a pro rata portion of the Trust Account.
Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by                 , New York City time, on                 , 2021. Shareholders electing to redeem their shares will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $100,000) and/or to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.
The ability of Acies shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their stock.
At the time we entered into the Merger Agreement and related agreements for the Business Combination, we did not know how many shareholders would exercise their redemption rights, and, therefore, we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Merger Agreement requires us to have at least $200 million of aggregate cash proceeds available from the Trust Account, after giving effect to redemptions of public shares, if any, and the PIPE Investment. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Acies shareholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Merger Agreement—Conditions to Closing”), or that other Closing conditions are not satisfied. If Acies does not complete the Business Combination, it could be subject to several risks, including:

the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

negative reactions from the financial markets, including declines in the price of Acies Class A ordinary shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an Business Combination.
Because New PLAYSTUDIOS will be a “controlled company” within the meaning of the Nasdaq rules, our shareholders may not have certain corporate governance protections that are available to shareholders of companies that are not controlled companies.
So long as more than 50% of the voting power for the election of directors of New PLAYSTUDIOS is held by an individual, a group or another company, New PLAYSTUDIOS will qualify as a “controlled
 
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company” within the meaning of the Nasdaq corporate governance standards. Following the completion of the Business Combination, the Founder Group will control over 70% of the voting power of our outstanding capital stock. As a result, New PLAYSTUDIOS will be a “controlled company” within the meaning of the Nasdaq corporate governance standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the New PLAYSTUDIOS Board of Directors selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.
The Founder Group may have its interest in New PLAYSTUDIOS diluted due to future equity issuances or its own actions in selling shares of New PLAYSTUDIOS Class B common stock, in each case, which could result in a loss of the “controlled company” exemption under the Nasdaq listing rules. New PLAYSTUDIOS would then be required to comply with those provisions of the Nasdaq listing requirements.
We cannot predict the impact New PLAYSTUDIOS’ dual class structure may have on the stock price of New PLAYSTUDIOS Class A common stock.
We cannot predict whether New PLAYSTUDIOS’ dual class structure will result in a lower or more volatile market price of New PLAYSTUDIOS Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. Under these policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. As a result, the market price of shares of New PLAYSTUDIOS Class A common stock could be adversely affected.
Since the Sponsor and Acies’ directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with PLAYSTUDIOS is appropriate as our Business Combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.
When you consider the recommendation of Acies Board of Directors in favor of approval of the Business Combination Proposals, you should keep in mind that the Sponsor and Acies’ directors and officers have interests in such proposal that are different from, or in addition to, those of Acies shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to Acies’ initial public offering, the Sponsor purchased 8,625,000 Acies Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and subsequently the Sponsor cancelled an aggregate of 2,875,000 Sponsor Shares, thereby reducing the aggregate number of Sponsor Shares held by our sponsor to 5,750,000 for approximately $0.004 per share. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, 368,750 Sponsor Shares were forfeited, resulting in an aggregate of 5,381,250 Sponsor Shares issued and outstanding. Simultaneously with the closing of the IPO, the Sponsor purchased 4,333,333 private placement warrants at a price of $1.50 per private placement warrant. Subsequently, on November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 private placement warrants to the Sponsor, at a price of $1.50 per private placement warrant, resulting in an aggregate of 4,536,667 private placement warrants issued and outstanding. If Acies does not consummate a business combination by October 22, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject, in each case, to its obligations under the
 
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Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,381,250 Acies Class B ordinary shares collectively owned by the Sponsor would be worthless because following the redemption of the public shares, Acies would likely have few, if any, net assets and because the Sponsor and Acies’ directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Acies Class A ordinary shares and Acies Class B ordinary shares held by it or them, as applicable, if Acies fails to complete a business combination within the required period. Additionally, in such event, the private placement warrants purchased by the Sponsor, will also expire worthless. The 4,531,250 shares of New PLAYSTUDIOS Class A common stock into which the 5,381,250 Acies Class B ordinary shares collectively held by the Sponsor, will automatically convert in connection with the Mergers (assuming no redemptions and after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $49.5 million based upon the closing price of $10.92 per public share on Nasdaq on February 12, 2021, the most recent closing price. However, given that such shares of New PLAYSTUDIOS Class A common stock will be subject to certain restrictions, including those described above, Acies believes such shares have less value.

The Sponsor (including its representatives and affiliates) and Acies’ directors and officers, may, in the future, become, affiliated with entities that are engaged in a similar business to Acies. The Sponsor and Acies’ directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Acies completing its Business Combination. Acies’ directors and officers also may become aware of business opportunities which may be appropriate for presentation to Acies, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Acies’ favor and such potential business opportunities may be presented to other entities prior to their presentation to Acies, subject to applicable fiduciary duties. Acies’ Cayman Constitutional Documents provide that Acies renounces its interest in any corporate opportunity offered to any director or officer of Acies, unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Acies and it is an opportunity that Acies is able to complete on a reasonable basis.

Acies’ existing directors and officers will be eligible for continued indemnification and continued coverage under Acies’ directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.

In the event Acies fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Acies will be required to provide for payment of claims of creditors that were not waived that may be brought against Acies within the 10 years following such redemption. In order to protect the amounts held in Acies’ Trust Account, the Sponsor has agreed that it will be liable to Acies if and to the extent any claims by a third-party (other than Acies’ independent auditors) for services rendered or products sold to Acies, or a prospective target business with which Acies has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share, or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account, and except as to any claims under the indemnity of the underwriters of Acies’ IPO against certain liabilities, including liabilities under the Securities Act.

In order to finance transaction costs in connection with Acies’ Business Combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of Acies’ officers and directors may, but are not obligated to, loan funds to Acies as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of Acies’ Business Combination. In the event Acies does not complete its Business Combination within the prescribed time frame, Acies may use a portion of its working capital held outside of its Trust Account to repay any Working Capital Loans made to Acies, but no proceeds held in the Trust Account
 
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would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to Acies pursuant to such Working Capital Loans.

Pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New PLAYSTUDIOS common stock and warrants held by such parties following the consummation of the Business Combination.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
The personal and financial interests of the Sponsor as well as Acies’ directors and officers may have influenced their motivation in identifying and selecting PLAYSTUDIOS as a business combination target, completing an Business Combination with PLAYSTUDIOS and influencing the operation of the business following the Business Combination. In considering the recommendations of Acies Board of Directors to vote for the proposals, its shareholders should consider these interests.
The exercise of Acies’ directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Acies’ shareholders’ best interest.
In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Acies to agree to amend the Merger Agreement, to consent to certain actions taken by PLAYSTUDIOS or to waive rights that Acies is entitled to under the Merger Agreement. Such events could arise because of changes in the course of PLAYSTUDIOS’ business or a request by PLAYSTUDIOS to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at Acies’ discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Acies does not believe there will be any changes or waivers that Acies’ directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Acies will circulate a new or amended proxy statement/prospectus and resolicit Acies’ shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.
The dual class structure of New PLAYSTUDIOS common stock will have the effect of concentrating voting power with New PLAYSTUDIOS’ Chief Executive Officer and Co-Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.
Shares of New PLAYSTUDIOS Class B common stock will have 20 votes per share, while shares of New PLAYSTUDIOS Class A common stock will have one vote per share. Upon the consummation of the Business Combination, the Founder Group, will hold all of the issued and outstanding shares of New PLAYSTUDIOS Class B common stock. Accordingly, upon the consummation of the Business Combination, the Founder Group will hold over 70% of the voting power of New PLAYSTUDIOS’ capital stock and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all, or substantially all, our assets or other major corporate transactions. The Founder Group may have interests that differ from
 
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yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New PLAYSTUDIOS, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New PLAYSTUDIOS, and might ultimately affect the market price of shares of New PLAYSTUDIOS Class A common stock. For information about our dual class structure, see the section titled “Description of New PLAYSTUDIOS Securities.”
We and PLAYSTUDIOS will incur significant transaction and transition costs in connection with the Business Combination.
We and PLAYSTUDIOS have both incurred, and expect to incur, significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and PLAYSTUDIOS may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New PLAYSTUDIOS following the Closing.
The announcement of the proposed Business Combination could disrupt New PLAYSTUDIOS’ relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.
Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on New PLAYSTUDIOS’ business include the following:

its employees may experience uncertainty about their future roles, which might adversely affect New PLAYSTUDIOS’ ability to retain and hire key personnel and other employees;

customers, suppliers, business partners and other parties with which New PLAYSTUDIOS maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with New PLAYSTUDIOS or fail to extend an existing relationship with New PLAYSTUDIOS; and

New PLAYSTUDIOS has expended and will continue to expend, significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.
If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact New PLAYSTUDIOS’ results of operations and cash available to fund its business.
Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
We cannot assure you that the due diligence conducted in relation to PLAYSTUDIOS has identified all material issues or risks associated with PLAYSTUDIOS, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of PLAYSTUDIOS’ and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New PLAYSTUDIOS. Additionally, we have no indemnification rights against the PLAYSTUDIOS stockholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.
Accordingly, any shareholders or warrant holders of Acies who choose to remain New PLAYSTUDIOS stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for
 
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such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.
The historical financial results of PLAYSTUDIOS and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New PLAYSTUDIOS’ actual financial position or results of operations would have been.
The historical financial results of PLAYSTUDIOS included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those New PLAYSTUDIOS will achieve in the future. This is primarily the result of the following factors: (i) New PLAYSTUDIOS will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New PLAYSTUDIOS’ capital structure will be different from that reflected in PLAYSTUDIOS’ historical financial statements. New PLAYSTUDIOS’ financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New PLAYSTUDIOS’ future results to historical results or to evaluate its relative performance or trends in its business.
Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Acies being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of PLAYSTUDIOS on the Closing Date and the number of Acies Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of New PLAYSTUDIOS’ future operating or financial performance and New PLAYSTUDIOS’ actual financial condition and results of operations may vary materially from New PLAYSTUDIOS’ pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”
Following the consummation of the Business Combination, our only significant asset will be our ownership interest in PLAYSTUDIOS and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New PLAYSTUDIOS common stock or satisfy our other financial obligations.
Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of PLAYSTUDIOS. We and certain investors, the PLAYSTUDIOS stockholders, and directors and officers of PLAYSTUDIOS and its affiliates will become stockholders of New PLAYSTUDIOS. We will depend on PLAYSTUDIOS for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to New PLAYSTUDIOS common stock. The financial condition and operating requirements of PLAYSTUDIOS may limit our ability to obtain cash from PLAYSTUDIOS. The earnings from, or other available assets of, PLAYSTUDIOS may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on New PLAYSTUDIOS common stock or satisfy our other financial obligations.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.
We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.
The Merger Agreement provides that PLAYSTUDIOS’ obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, (i) the amount of cash available
 
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in (x) the Trust Account, after deducting the amount required to satisfy our obligations to our shareholders (if any) that exercise their rights to redeem their Acies Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment, is at least equal to or greater than $200.00 million.
This condition is for the sole benefit of PLAYSTUDIOS. If such condition is not met, and such condition is not waived by PLAYSTUDIOS under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will Acies redeem public shares in an amount that would cause Acies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.
There can be no assurance that PLAYSTUDIOS could and would waive the Minimum Cash Condition. Furthermore, as provided in the Cayman Constitutional Documents, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not, or cannot, be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.
If such conditions are waived and the Business Combination is consummated with less than the Minimum Available Cash Amount in the Trust Account, the cash held by New PLAYSTUDIOS and its subsidiaries (including PLAYSTUDIOS) in the aggregate, after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us in the future (other than our Sponsor’s commitment to provide us loans in order to finance transaction costs in connection with a business combination). The additional exercise of redemption rights with respect to a large number of our public shareholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of New PLAYSTUDIOS after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.
The Sponsor may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.
At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or Acies’ securities, the Sponsor, PLAYSTUDIOS or their directors, officers, advisors or respective affiliates may purchase public shares or warrants from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares or warrants from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or warrants or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, PLAYSTUDIOS or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (i) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Business Combination Proposal, the Organizational Documents Proposals (excluding Organizational Document Proposal D and the Director Election Proposal), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal and the Adjournment Proposal, (ii) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and Organizational Documents Proposal D, (iii) satisfaction of the Minimum
 
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Cash Condition, (iv) otherwise limiting the number of public shares electing to redeem and (v) Acies’ net tangible assets (as determined in accordance with Rule 3a5 1(g)(1) of the Exchange Act) being at least $5,000,001. The purpose of such purchases of public warrants would be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our Business Combination.
Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares or warrants at a price lower than market, such investor or holder may, therefore, become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting, and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Acies shareholders may be less than $10.00 per share (which was the offering price per unit in our initial public offering).
Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account, and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities,
 
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including liabilities under the Securities Act. Moreover, in the event an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
If, after we distribute the proceeds in the Trust Account to our public shareholders, Acies files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.
If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Past performance by our management team may not be indicative of future performance of an investment in PLAYSTUDIOS or New PLAYSTUDIOS.
Past performance by our management team is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of our management team as indicative of the
 
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future performance of an investment in PLAYSTUDIOS or New PLAYSTUDIOS or the returns PLAYSTUDIOS or New PLAYSTUDIOS will, or is likely to, generate going forward.
The public shareholders will experience immediate dilution as a consequence of the issuance of New PLAYSTUDIOS common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the Incentive Plan. Having a minority share position may reduce the influence that our current shareholders have on the management of New PLAYSTUDIOS.
It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Merger Agreement), (i) Acies’ public shareholders will own approximately 16.5% of the outstanding New PLAYSTUDIOS common stock, (ii) PLAYSTUDIOS stockholders (without taking into account any public shares held by PLAYSTUDIOS stockholders prior to the consummation of the Business Combination) are expected to own approximately 60.9% of the outstanding New PLAYSTUDIOS Class A common stock and 100.0% of the outstanding New PLAYSTUDIOS Class B common stock, representing 12.6% of the outstanding New PLAYSTUDIOS common stock, (iii) the Sponsor is expected to own approximately 3.5% of the outstanding New PLAYSTUDIOS common stock, and (iv) the PIPE Investors are expected to own approximately 19.1% of the outstanding New PLAYSTUDIOS common stock. Mr. Pascal and his affiliates will be the only holders of shares of New PLAYSTUDIOS Class B common stock, with each share entitled to twenty (20) votes. As a result, it is expected that Mr. Pascal and his affiliates will hold over 70% of the outstanding voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination. These percentages assume (a) that no public shareholders exercise their redemption rights in connection with the Business Combination, (b) that New PLAYSTUDIOS issues 63,041,235 shares of New PLAYSTUDIOS Class A common stock and 16,482,910 shares of Class B common stock to PLAYSTUDIOS stockholders as the Aggregate Merger Consideration Pursuant to the Merger Agreement, (c) that New PLAYSTUDIOS issues 25,000,000 of New PLAYSTUDIOS common stock to the PIPE Investors pursuant to the PIPE Investment, and (d) that the current PLAYSTUDIOS stockholders elect to receive cash of $140.3 million as consideration in the Business Combination, which represents the maximum amount that such stockholders may elect to receive as cash consideration under the Merger Agreement (assuming no exercise of outstanding PLAYSTUDIOS options of September 30, 2020). If the actual facts are different from these assumptions, the percentage ownership retained by the Company’s existing shareholders in the combined company will be different.
In addition, PLAYSTUDIOS employees and consultants hold, and after the Business Combination, are expected to be granted, equity awards under the Incentive Plan and purchase rights under the ESPP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New PLAYSTUDIOS common stock.
The issuance of additional common stock will significantly dilute the equity interests of existing holders of Acies securities, and may adversely affect prevailing market prices for our units, public shares or public warrants.
Warrants will become exercisable for New PLAYSTUDIOS common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
Outstanding warrants to purchase an aggregate of 7,175,000 shares of New PLAYSTUDIOS common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of New PLAYSTUDIOS common stock will be issued, which will result in dilution to the holders of New PLAYSTUDIOS common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New PLAYSTUDIOS common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “—Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.”
 
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Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.
The warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Acies. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of New PLAYSTUDIOS common stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of New PLAYSTUDIOS’ Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us (subject to limited exceptions) so long as they are held by our Sponsor or its permitted transferees. New PLAYSTUDIOS does not intend to pay cash dividends for the foreseeable future.
In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of New PLAYSTUDIOS Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of New PLAYSTUDIOS Class A common stock determined based on the redemption date and the fair market value of our New PLAYSTUDIOS Class A common stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of New PLAYSTUDIOS Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Following the Business Combination, New PLAYSTUDIOS currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the New PLAYSTUDIOS Board of Directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.
 
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Regulatory and licensing requirements may limit the ability of third parties seeking to make investments in New PLAYSTUDIOS or acquire PLAYSTUDIOS.
Many states require prior approval of acquisitions of “control,” as defined under each state’s laws and regulations, which may apply to an investment without regard to the intent of the investor. In some states, the obligation to obtain approval is imposed on the licensee, and in other states, the prospective investor bears the statutory obligation. Depending on the form of entity, the threshold trigger may be limited to voting stock. A failure to make the relevant filings and receive the requisite approvals could result in administrative sanctions against the prospective investor or the licensee, including the potential suspension of the license in that state until the requisite approval is obtained. These regulatory requirements may discourage potential acquisition proposals or investments that would result in a change of control of us, may delay or prevent acquisition of shares that would result in a change in control of us, and, as a result, may adversely impact demand for, and the trading price of, our common stock.
Nasdaq may not list New PLAYSTUDIOS’ securities on its exchange, which could limit investors’ ability to make transactions in New PLAYSTUDIOS’ securities and subject New PLAYSTUDIOS to additional trading restrictions.
In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have New PLAYSTUDIOS’ securities listed on Nasdaq upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if New PLAYSTUDIOS’ securities are listed on Nasdaq, New PLAYSTUDIOS may be unable to maintain the listing of its securities in the future.
If New PLAYSTUDIOS fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, PLAYSTUDIOS would not be required to consummate the Business Combination. In the event that PLAYSTUDIOS elected to waive this condition, and the Business Combination was consummated without New PLAYSTUDIOS’ securities being listed on Nasdaq or on another national securities exchange, New PLAYSTUDIOS could face significant material adverse consequences, including:

a limited availability of market quotations for New PLAYSTUDIOS’ securities;

reduced liquidity for New PLAYSTUDIOS’ securities;

a determination that New PLAYSTUDIOS common stock is a “penny stock” which will require brokers trading in New PLAYSTUDIOS common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New PLAYSTUDIOS’ securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New PLAYSTUDIOS’ securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.
Acies’ and PLAYSTUDIOS’ ability to consummate the Business Combination, and the operations of New PLAYSTUDIOS following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the U.S.. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public
 
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health emergency for the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”
The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has adversely affected, and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of PLAYSTUDIOS or New PLAYSTUDIOS following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
The parties will be required to consummate the Business Combination even if PLAYSTUDIOS, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time. Each of PLAYSTUDIOS and New PLAYSTUDIOS’ may also incur additional costs due to delays caused by COVID-19, which could adversely affect New PLAYSTUDIOS’ financial condition and results of operations.
Additional Risks Related to Ownership of New PLAYSTUDIOS common stock Following the Business Combination and New PLAYSTUDIOS Operating as a Public Company
The price of New PLAYSTUDIOS’ Class A common stock and warrants may be volatile.
Upon consummation of the Business Combination, the price of New PLAYSTUDIOS common stock, as well as New PLAYSTUDIOS warrants may fluctuate due to a variety of factors, including:

changes in the industries in which New PLAYSTUDIOS and its customers operate;

developments involving New PLAYSTUDIOS’ competitors;

changes in laws and regulations affecting its business;

variations in its operating performance and the performance of its competitors in general;

actual or anticipated fluctuations in New PLAYSTUDIOS’ quarterly or annual operating results;

publication of research reports by securities analysts about New PLAYSTUDIOS or its competitors or its industry;

the public’s reaction to New PLAYSTUDIOS’ press releases, its other public announcements and its filings with the SEC;

actions by stockholders, including the sale by the PIPE Investors of any of their shares of New PLAYSTUDIOS Class A common stock;

additions and departures of key personnel;

commencement of, or involvement in, litigation involving the combined company;

changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of New PLAYSTUDIOS Class A common stock available for public sale; and

general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.
These market and industry factors may materially reduce the market price of New PLAYSTUDIOS Class A common stock, and warrants regardless of the operating performance of New PLAYSTUDIOS.
In addition, following the Business Combination, fluctuations in the price of New PLAYSTUDIOS’ securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New PLAYSTUDIOS and trading in the shares of Acies’
 
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Class A ordinary shares has not been active. Accordingly, the valuation ascribed to New PLAYSTUDIOS in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New PLAYSTUDIOS securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed above could have a material adverse effect on your investment in our securities, and New PLAYSTUDIOS securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
New PLAYSTUDIOS does not intend to pay cash dividends for the foreseeable future.
Following the Business Combination, New PLAYSTUDIOS currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the New PLAYSTUDIOS Board of Directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.
New PLAYSTUDIOS may be subject to securities litigation, which is expensive and could divert management attention.
The market price of New PLAYSTUDIOS Class A common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. New PLAYSTUDIOS may be the target of this type of litigation in the future. Securities litigation against New PLAYSTUDIOS could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.
Future resales of common stock after the consummation of the Business Combination may cause the market price of New PLAYSTUDIOS’ securities to drop significantly, even if New PLAYSTUDIOS’ business is doing well.
Pursuant to the Sponsor Support Agreement and the Proposed Bylaws, after the consummation of the Business Combination and subject to certain exceptions, the holders of: (i) shares of common stock of New PLAYSTUDIOS issued as consideration pursuant to the Mergers, (ii) any PLAYSTUDIOS Options; or (iii) shares of common stock of New PLAYSTUDIOS underlying the PLAYSTUDIOS Options in each case, are restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (the “PLAYSTUDIOS Lock-Up Securities”). Such restrictions begin at Closing and end at the date that is 12 months after the Closing, except that beginning on the date that is 180 days after the Closing, an amount of PLAYSTUDIOS Lock-Up Securities equal to the lesser of (A) 5% of the PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities and (B) 50,000 PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities, will no longer be subject to the transfer restrictions. The Sponsor has agreed to the same restrictions with respect to the Acies Class B ordinary shares and Acies private placement warrants held by it pursuant to the Sponsor Support Agreement.
However, following the expiration of such lock-up, the Sponsor and the PLAYSTUDIOS stockholders will not be restricted from selling shares of New PLAYSTUDIOS common stock held by them, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their shares of new PLAYSTUDIOS common stock following the Closing, other than by applicable securities laws. As such, sales of a substantial number of shares of New PLAYSTUDIOS common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New PLAYSTUDIOS common stock. Upon completion of the Business Combination, the Sponsor and the PLAYSTUDIOS stockholders will collectively own approximately 64% of the outstanding shares of New PLAYSTUDIOS common stock (not including the shares of New PLAYSTUDIOS common stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements), assuming that no additional public shareholders redeem their public shares in connection with the Business Combination. Assuming maximum redemption in connection
 
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with the Business Combination, in the aggregate, the ownership of the Sponsor and the PLAYSTUDIOS stockholders would rise to 80% of the outstanding shares of New PLAYSTUDIOS common stock (not including the shares of New PLAYSTUDIOS common stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements).
The shares held by Sponsor and the PLAYSTUDIOS stockholders may be sold after the expiration of the applicable lock-up period. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the share price of New PLAYSTUDIOS’ Class A common stock or the market price of New PLAYSTUDIOS Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.
The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because PLAYSTUDIOS is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of PLAYSTUDIOS as privately held companies. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New PLAYSTUDIOS after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of New PLAYSTUDIOS common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
Risks Related to the Consummation of the Domestication
The Domestication may result in adverse tax consequences for holders of Acies Class A ordinary shares and warrants, including holders exercising their redemption rights with respect to the Acies Class A ordinary shares.
Acies intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Internal Revenue Code, i.e., an F Reorganization. If the Domestication fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) of Acies Class A ordinary shares or warrants generally would recognize gain or loss with respect to its Acies Class A ordinary shares or warrants in an amount equal to the difference, if any, between the fair market value of the corresponding common stock or warrants of New PLAYSTUDIOS received in the Domestication and the U.S. Holder’s adjusted tax basis in its Acies Class A ordinary shares or warrants surrendered. Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to Acies Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) may become subject to withholding tax on any amounts treated as dividends paid on New PLAYSTUDIOS common stock after the Domestication.
Assuming that the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Internal Revenue Code. A U.S. Holder whose Acies Class A ordinary shares have a fair market value of less than $50,000 and who, on the date of the Domestication, beneficially owns (actually or constructively) less than 10% of the total combined voting power of all classes of Acies stock entitled to vote and less than 10% of the total value of all classes of Acies stock generally will not recognize any gain or loss and will not be required to include any part of Acies’ earnings in income as a result of the Domestication. A U.S. Holder whose Acies Class A ordinary shares have a fair market value of $50,000 or more and, who on the day of the Domestication, beneficially owns
 
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(actually or constructively) less than 10% of the total combined voting power of all classes of Acies stock entitled to vote and less than 10% or more of the total value of all classes of Acies stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Acies Class A ordinary shares for New PLAYSTUDIOS common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by New PLAYSTUDIOS the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Internal Revenue Code) attributable to the Acies Class A ordinary shares held directly by such U.S. Holder. A U.S. Holder who, on the day of the Domestication, beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Acies stock entitled to vote or 10% or more of the total value of all classes of Acies stock, generally will be required to include in income as a deemed dividend deemed paid by Acies the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Internal Revenue Code) attributable to the Acies Class A ordinary shares held directly by such U.S. Holder as a result of the Domestication.
Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Internal Revenue Code (which have a retroactive effective date) generally require that, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging Acies warrants for newly issued New PLAYSTUDIOS warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Internal Revenue Code. Acies believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Acies Class A ordinary shares to recognize gain under the PFIC rules on the exchange of Acies Class A ordinary shares for New PLAYSTUDIOS common stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Acies Class A ordinary shares. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Internal Revenue Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges Acies warrants for newly issued New PLAYSTUDIOS warrants; currently, however, the elections mentioned above do not apply to Acies warrants (for discussion regarding the unclear application of the PFIC rules to Acies warrants, see “U.S. Federal Income Tax Considerations”). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Acies. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Internal Revenue Code may be adopted or how any such Treasury Regulations would apply.
Upon consummation of the Business Combination, the rights of holders of New PLAYSTUDIOS common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of Acies Class A ordinary shares arising under the Cayman Islands Companies Act, as well as our current memorandum and articles of association.
Upon consummation of the Business Combination, the rights of holders of New PLAYSTUDIOS common stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our current memorandum and articles of association and the Cayman Islands Companies Act and, therefore, some rights of holders of New PLAYSTUDIOS Class A common stock could differ from the rights that holders of Acies Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that New PLAYSTUDIOS becomes involved in costly litigation, which could have a material adverse effect on New PLAYSTUDIOS.
In addition, there are differences between the new organizational documents of New PLAYSTUDIOS and the current constitutional documents of Acies. For a more detailed description of the rights of holders of New PLAYSTUDIOS Class A common stock and how they may differ from the rights of holders of Acies
 
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Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of New PLAYSTUDIOS are attached as Annex I and Annex J, respectively, to this proxy statement/prospectus and we urge you to read them.
Delaware law and New PLAYSTUDIOS’ Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of New PLAYSTUDIOS common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the New PLAYSTUDIOS Board of Directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

the ability of the New PLAYSTUDIOS Board of Directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

the New PLAYSTUDIOS proposed certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the limitation of the liability of, and the indemnification of, New PLAYSTUDIOS’ directors and officers;

the ability of the New PLAYSTUDIOS Board of Directors to amend the bylaws, which may allow New PLAYSTUDIOS’ Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

advance notice procedures with which stockholders must comply to nominate candidates to the New PLAYSTUDIOS Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New PLAYSTUDIOS Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New PLAYSTUDIOS.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in New PLAYSTUDIOS’ Board or management.
The provisions of the proposed certificate of incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
New PLAYSTUDIOS’ proposed certificate of incorporation provides that, to the fullest extent permitted by law, and unless New PLAYSTUDIOS consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on New PLAYSTUDIOS’ behalf; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of New PLAYSTUDIOS to New PLAYSTUDIOS or New PLAYSTUDIOS’ stockholders; (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or New PLAYSTUDIOS’ Bylaws or New PLAYSTUDIOS’ Certificate of Incorporation (as either
 
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may be amended from time to time); (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (v) any action, suit or proceeding asserting a claim against New PLAYSTUDIOS or any current or former director, officer or stockholder governed by the internal affairs doctrine. Notwithstanding the foregoing, the proposed certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Similarly, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The Proposed Organizational Documents also provide that, unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
These provisions may have the effect of discouraging lawsuits against New PLAYSTUDIOS’ directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against the New PLAYSTUDIOS, a court could find the choice of forum provisions contained in the proposed certificate of incorporation to be inapplicable or unenforceable in such action.
Risks if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, our board of directors will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.
Our board of directors is seeking approval to adjourn the Extraordinary General Meeting to a later date or dates if, at the Extraordinary General Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, our board of directors will not have the ability to adjourn the Extraordinary General Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.
Risks if the Domestication and the Business Combination are not Consummated
If we are not able to complete the Business Combination with PLAYSTUDIOS by October 22, 2022, nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Cayman Constitutional Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the Trust Account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets, and the other risks described herein. For example, the outbreak of COVID-19 continues to grow in the U.S. and, while the extent of the impact of the outbreak on Acies will depend on future developments, it could limit our ability to complete our Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of the COVID-19 may negatively impact New PLAYSTUDIOS’ business following the Business Combination.
If Acies is not able to complete the Business Combination with PLAYSTUDIOS by October 22, 2022, nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to Acies’ Cayman Constitutional Documents Acies will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
 
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deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Acies’ remaining shareholders and its board, dissolve and liquidate, subject, in each case, to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or public warrants, potentially at a loss.
Our public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of (i) our completion of an Business Combination (including the Closing), and then only in connection with those public shares that such public shareholder properly elected to redeem, subject to certain limitations; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (a) modify the substance and timing of our obligation to allow redemption in connection with our Business Combination or to redeem 100% of the public shares if we do not complete a business combination by October 22, 2022, or (b) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity; and (iii) the redemption of the public shares if we have not completed an Business Combination by October 22, 2022, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of public warrants will not have any right to the proceeds held in the Trust Account with respect to the public warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or public warrants, potentially at a loss.
If we have not completed our Business Combination, our public shareholders may be forced to wait until after October 22, 2022 before redemption from the Trust Account.
If we have not completed our Business Combination by October 22, 2022 (or if such date is further extended at a duly called Extraordinary General Meeting, such later date), we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding-up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the Trust Account shall be affected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding-up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding-up, liquidation and distribution must comply with the applicable provisions of the Cayman Islands Companies Act. In that case, investors may be forced to wait beyond October 22, 2022 (or if such date is further extended at a duly called Extraordinary General Meeting, such later date), before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our Business Combination or amend certain provisions of our Cayman Constitutional Documents, and only then, in cases where investors have properly sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our Business Combination within the required time period and do not amend certain provisions of our Cayman Constitutional Documents prior thereto.
If the net proceeds of our initial public offering not being held in the Trust Account are insufficient to allow us to operate through to October 22, 2022, and we are unable to obtain additional capital, we may be unable to complete our Business Combination, in which case our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.
As of October 27, 2020, Acies had cash of $4,179,381 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a
 
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business combination and other general corporate uses. In addition, as of September 30, 2020, Acies had total current liabilities of $262,694. The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until, October 22, 2022, assuming that our Business Combination is not completed during that time.
If we are required to seek additional capital, we would need to borrow funds from Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Neither the members of our management team nor any of their affiliates is under any further obligation to advance funds to Acies in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our Business Combination. If we are unable to obtain additional financing, we may be unable to complete our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may only receive approximately $10.00 per share on our redemption of the public shares and the public warrants will expire worthless.
 
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EXTRAORDINARY GENERAL MEETING OF ACIES
Extraordinary General Meeting of Acies
General
Acies is furnishing this proxy statement/prospectus to our shareholders as part of the solicitation of proxies by our board of directors for use at the Extraordinary General Meeting of Acies to be held on                 , 2021, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about                 , 2021, in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides our shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.
Date, Time and Place
The Extraordinary General Meeting will be held at                 , Eastern Time on           , 2021 at the offices of Latham & Watkins LLP located at 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067, and also virtually via live webcast at: https://www.cstproxy.com/aciesacq/sm2021, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals to be put to the Extraordinary General Meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, each of the Condition Precedent Proposals have not been approved.
Purpose of the Extraordinary General Meeting
At the Extraordinary General Meeting, Acies is asking holders of ordinary shares to:

consider and vote upon a proposal to approve by ordinary resolution and adopt the Merger Agreement, dated as of February 1, 2021 (the “Merger Agreement”), by and among Acies, Catalyst Merger Sub I, Inc., a wholly owned subsidiary of Acies (“First Merger Sub”), Catalyst Merger Sub II, LLC a wholly owned subsidiary of Acies (“Second Merger Sub”), and PlayStudios Inc. (“PLAYSTUDIOS”), a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”); in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (this proposal is referred to herein as the “Business Combination Proposal”);

consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger Agreement and the other transactions contemplated by the Merger Agreement and documents related thereto, the “Business Combination”) (this proposal is referred to herein as the “Domestication Proposal”);

consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between Acies’ Amended and Restated Memorandum and Articles of Association (as may be
 
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amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Acies Acquisition Corp. (a corporation incorporated in the State of Delaware, and upon the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “PLAYSTUDIOS, Inc. “ in connection with the Business Combination (Acies after the Domestication, including after such change of name, is referred to herein as “New PLAYSTUDIOS”):

to authorize by ordinary resolution the change in the authorized share capital of Acies from 500,000,000 Acies Class A ordinary shares and 50,000,000 Acies Class B ordinary shares to        shares of New PLAYSTUDIOS Class A common stock,        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS preferred stock (this proposal is referred to herein as “Organizational Documents Proposal A”);

to authorize the New PLAYSTUDIOS Board of Directors to issue any or all shares of New PLAYSTUDIOS preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal B”);

to provide that the New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms (this proposal is referred to herein as “Organizational Documents Proposal C”); and

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including, among other things, (i) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.,” ​(ii) making New PLAYSTUDIOS’ corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the federal district courts for certain litigation under the Securities Act, and (iv) removing certain provisions related to Acies’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Acies Board of Directors believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal D”);

consider and vote upon a proposal to approve by ordinary resolution, under Cayman Islands law, to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS (this proposal is referred to herein as the “Director Election Proposal”);

consider and vote upon a proposal to approve by ordinary resolution, under Cayman Islands law, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (i) shares of New PLAYSTUDIOS common stock pursuant to the terms of the Merger Agreement and (ii) shares of New PLAYSTUDIOS Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (this proposal is referred to herein as the “Stock Issuance Proposal”);

consider and vote upon a proposal to approve by ordinary resolution, under Cayman Islands law, the Incentive Plan (this proposal is referred to herein as the “Incentive Plan Proposal”);

consider and vote upon a proposal to approve by ordinary resolution, under Cayman Islands law, the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP (this proposal is referred to herein as the “ESPP Proposal” and, collectively with the Business Combination Proposal, the Domestication
 
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Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal, the “Condition Precedent Proposals”);

consider and vote upon a proposal to approve by ordinary resolution, the ratification of the appointment of Marcum LLP as the independent registered public accountants of Acies to audit and report upon Acies’ consolidated financial statements for the fiscal year ending December 31, 2021 (this proposal referred to herein as the “Auditor Ratification Proposal”); and

consider and vote upon a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (this proposal is referred to herein as the “Adjournment Proposal”).
Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Auditor Ratification Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.
Recommendation of Acies Board of Directors
The Acies Board of Directors believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Acies’ shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR the ESPP Proposal, “FOR” the Auditor Ratification Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for further discussion of these considerations.
Record Date; Who is Entitled to Vote
Acies shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned ordinary shares at the close of business on                 , 2021, which is the “record date” for the Extraordinary General Meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Acies warrants do not have voting rights. As of the close of business on the record date, there were 26,606,250 ordinary shares issued and outstanding, of which 21,515,000 were issued and outstanding public shares.
Quorum
A quorum of Acies shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 13,453,126 ordinary shares would be required to achieve a quorum.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held
 
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by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20% of the issued and outstanding ordinary shares.
Abstentions and Broker Non-Votes
Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Acies, but marked by brokers as “not voted,” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.
Vote Required for Approval
The approval of the Business Combination Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting.
The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of ordinary shares.
The separate approval of each of the Organizational Documents Proposals requires an ordinary resolution, other than Organizational Documents Proposal D which requires a special resolution, under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. Each of the Organizational Documents Proposals is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal and the Domestication Proposal are not approved, Organizational Documents Proposal A will have no effect, even if approved by holders of ordinary shares.
The approval of the Director Election Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the majority of the holders of Acies Class B ordinary shares. The Director Election Proposal is conditioned on the approval of the Organizational Documents Proposals and therefore, also conditioned on approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals are not approved, the Director Election Proposal will have no effect, even if approved by holders of ordinary shares.
The approval of the Stock Issuance Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Stock Issuance Proposal is conditioned on the approval of the Director Election Proposal, and therefore also conditioned on approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ordinary shares.
The approval of the Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Incentive
 
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Plan Proposal is conditioned on the approval of the Stock Issuance Proposal, and therefore also conditioned on approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of ordinary shares.
The approval of the ESPP Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. The ESPP Proposal is conditioned on the approval of the Stock Issuance Proposal, and therefore also conditioned on approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are not approved, the ESPP Proposal will have no effect, even if approved by holders of ordinary shares.
The approval of the Auditor Ratification Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of amajority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Auditor Ratification Proposal is not conditioned upon any other proposal.
The approval of the Adjournment Proposal requires an ordinary resolution the under Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy, and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon any other proposal.
Voting Your Shares
Each Acies ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
There are two ways to vote your ordinary shares at the Extraordinary General Meeting:

You can vote by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Acies Board of Directors “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting. Votes received after a matter has been voted upon at the Extraordinary General Meeting will not be counted.

You can attend and vote online at the Extraordinary General Meeting. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Acies can be sure that the broker, bank or nominee has not already voted your shares.
 
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Revoking Your Proxy
If you are an Acies shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date to Acies’ Co-Chief Executive Officers at Acies’ address set forth below so that it is received by Acies’ Co-Chief Executive Officers prior to the vote at the Extraordinary General Meeting;

you may send a notice of revocation to Acies’ Co-Chief Executive Officers, which must be received by Acies’ Co-Chief Executive Officers prior to the vote at the Extraordinary General Meeting; or

you may virtually attend the Extraordinary General Meeting, revoke your proxy, and vote online, as indicated above.
Who Can Answer Your Questions About Voting Your Shares
If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali, Acies’ proxy solicitor, by calling (800) 662-5200; banks and brokers can call collect at (203) 658-9400, or by emailing ACAC.info@investor.morrowsodali.com.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Acies that New PLAYSTUDIOS redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i) hold public shares, or (ii) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental, Acies’ transfer agent, that New PLAYSTUDIOS redeem all, or a portion of, your public shares for cash; and

deliver your share certificates for your public shares (if any) to Continental, Acies’ transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.
Therefore, the election to exercise redemption rights occurs prior to the Domestication and the redemption is with respect to the New PLAYSTUDIOS common stock that an electing public shareholder holds after the Domestication. For the purposes of Article 49.2 of Acies’ memorandum and articles of association and the Cayman Islands Companies Act, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, New PLAYSTUDIOS shall satisfy the exercise of redemption rights by redeeming the corresponding public shares issued to the public shareholders that validly exercised their redemption rights.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Acies’ transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal.
 
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If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Acies’ transfer agent, New PLAYSTUDIOS will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of November 9, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of Acies’ creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New PLAYSTUDIOS common stock that will be redeemed immediately after consummation of the Business Combination.
If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. New PLAYSTUDIOS common stock that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The transfer agent typically will charge the tendering broker $80, and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to shareholders for the return of their shares.
Any request for redemption, once made by a holder of public shares, may be withdrawn once submitted to Acies unless the Board of Directors of Acies determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may be in whole or in part). You may make such request by contacting Continental, Acies’ transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, Acies’ transfer agent, prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Acies’ agent, at least two business days prior to the vote at the Extraordinary General Meeting.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20.0% of the issued and outstanding ordinary shares.
 
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Holders of the Acies warrants will not have redemption rights with respect to the Acies warrants.
The closing price of public shares on February 12, 2021, was $10.92. As of November 9, 2020, funds in the Trust Account totaled $215.3 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.00 per issued and outstanding public share.
Prior to exercising redemption rights, public shareholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Acies cannot assure its shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
Appraisal Rights
Neither Acies’ shareholders nor Acies’ warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Acies is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Acies and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Acies will bear the cost of the solicitation.
Acies has engaged Morrow Sodali to assist in the solicitation of proxies. Acies will pay Morrow Sodali a fee of $25,000 plus disbursements. Such fee will be paid with non-Trust Account funds.
Acies will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Acies will reimburse them for their reasonable expenses.
Acies’ directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Acies—Revoking Your Proxy.”
Acies Initial Shareholders
As of the date of this proxy statement/prospectus, there are 26,906,250 ordinary shares issued and outstanding, which includes the 5,381,250 shares held by the Sponsor and the 21,525,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 11,711,667 warrants, which includes the 4,536,667 private placement warrants held by the Sponsor and the 7,175,000 public warrants.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ shares, is no longer the beneficial owner thereof and therefore, agrees not to exercise its redemption rights. In the event
 
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that the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (a) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Business Combination Proposal, the Organizational Documents Proposals (excluding Organizational Documents Proposal D and the Director Election Proposal), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal and the Adjournment Proposal, (b) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal D, (c) satisfaction of the Minimum Cash Condition, (d) otherwise limiting the number of public shares electing to redeem and (e) Acies’ net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).
If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting, and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
 
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BUSINESS COMBINATION PROPOSAL
Acies is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, dated as of February 1, 2021, by and among Acies, First Merger Sub, Second Merger Sub and PLAYSTUDIOS, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”), in each case, in accordance with the terms and subject to the conditions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the subsection titled “The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.
After consideration of the factors identified and discussed in the section the titled “Business Combination Proposal—Acies Board of Directors’ Reasons for the Business Combination,” the Acies Board of Directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Acies’ initial public offering, including that the business of PLAYSTUDIOS and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). Because Acies is holding a shareholder vote on the Mergers, Acies may consummate the Mergers only if it is approved by the affirmative vote of the holders of a majority of ordinary shares that are voted at the Extraordinary General Meeting.
The Merger Agreement
This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Mergers.
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Acies, PLAYSTUDIOS or any other matter.
Structure of the Business Combination
On February 1, 2021, Acies entered into the Merger Agreement with First Merger Sub, Second Merger Sub and PLAYSTUDIOS, pursuant to which, among other things, following the Domestication of Acies to Delaware (as discussed below), (i) First Merger Sub will merge with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS,
 
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in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”). Upon the consummation of the Mergers, the Surviving Entity will be a wholly owned subsidiary of New PLAYSTUDIOS.
Prior to and as a condition of the Mergers, pursuant to the Domestication, Acies will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which, Acies’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information, see “Domestication Proposal.”
Simplified Pre-Combination Structure
[MISSING IMAGE: tm216054d1-fc_precombw.jpg]
Simplified Post-Combination Structure
Simplified Structure Following the First Merger
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Simplified Structure Following the Second Merger
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Effects of the Merger Agreement
Aggregate Merger Consideration
At the Effective Time (and, for the avoidance of doubt, following the consummation of the Domestication), by virtue of the First Merger, among other things, each outstanding share of PLAYSTUDIOS common stock and each share of PLAYSTUDIOS preferred stock issued and outstanding as of the Effective Time will be cancelled and converted into the right to receive the following:

if the holder of such share makes an election to receive cash (“Cash Electing Share”), an amount of cash, without interest, equal to the quotient of (i) $1,041,000,000 divided by (ii) the sum of, as of immediately prior to the Effective Time, (x) the number of issued and outstanding shares of PLAYSTUDIOS common stock (including, without duplication, the number of issued and outstanding shares of PLAYSTUDIOS preferred stock on an as-converted basis); (y) the number of shares of PLAYSTUDIOS common stock issued or issuable upon the exercise of all outstanding, vested and unexercised options to purchase shares of PLAYSTUDIOS common stock; and (z) the shares of PLAYSTUDIOS common stock (including, without duplication, the number of shares of PLAYSTUDIOS preferred stock on an as-converted to PLAYSTUDIOS common stock basis) underlying any issued and outstanding PLAYSTUDIOS warrants, in the case of (y) and (z) as determined on a net exercise basis (the “Per Share Merger Consideration Value”); provided, however, that (1) the aggregate amount of Cash Electing Shares available to each PLAYSTUDIOS stockholder (taken together with its affiliates) shall not exceed 15% of the shares of PLAYSTUDIOS capital stock held by such stockholder and its affiliates; and (2) if the sum of the aggregate number of Dissenting Shares (as defined in the Merger Agreement) and the aggregate number of Cash Electing Shares multiplied by (y) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”), exceeds the Available Cash Consideration (as defined in the Merger Agreement, such Available Cash Consideration not to exceed $150,000,000), then each Cash Electing Share shall be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Available Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) an amount of the stock consideration described in the immediately following bullet point below, multiplied by one minus the Cash Fraction;
 
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if the holder of such share makes an election to receive shares of New PLAYSTUDIOS common stock (a “Stock Election”) or the holder does not make a cash election, such holder will receive a number of validly issued, fully paid and nonassessable shares of New PLAYSTUDIOS Class A common stock equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00, except that if any such shares are owned by Andrew Pascal (the “Founder”), or any member of the Pascal Family Trust and their respective affiliates (collectively, the “Founder Group”), such share will instead receive a number of validly issued, fully paid and nonassessable shares of the New PLAYSTUDIOS Class B common stock, equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00 (collectively, the amount of shares of New PLAYSTUDIOS common stock, the “Stockholder Stock Consideration”). The shares of New PLAYSTUDIOS Class B common stock will have the same economic terms as the shares of New PLAYSTUDIOS Class A common stock, but the shares of New PLAYSTUDIOS Class A common stock will be entitled to one vote per share, and the shares of New PLAYSTUDIOS Class B common stock will be entitled to 20 votes per share. Any shares of New PLAYSTUDIOS Class B common stock that are transferred outside the Founder Group (except for certain permitted transfers) will automatically convert into shares of New PLAYSTUDIOS Class A common stock. In addition, the outstanding shares of New PLAYSTUDIOS Class B common stock will be subject to a “sunset” provision pursuant to which all outstanding shares of New PLAYSTUDIOS Class B common stock will automatically convert into shares of New PLAYSTUDIOS Class A common stock (i) if holders representing a majority of the New PLAYSTUDIOS Class B common stock vote to convert the New PLAYSTUDIOS Class B common stock into New PLAYSTUDIOS Class A common stock, (ii) if the Founder Group and its permitted transferees collectively cease to beneficially own at least 20% of the number of shares of New PLAYSTUDIOS Class B common stock collectively held by the Founder Group as of the Effective Time, or (iii) on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent directors then in office;

each outstanding share of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock issued and outstanding immediately prior to the Effective Time as well as any outstanding unexercised vested options to purchase shares of PLAYSTUDIOS common stock will also receive the contingent right to receive the applicable earnout pro rata portion of an aggregate of 15,000,000 additional shares of New PLAYSTUDIOS Class A common stock (the “Earnout Shares”), which right shall be contingent upon certain price milestones that are more fully set out in the Merger Agreement and described below (the consideration described in this bullet point and the two immediately preceding bullet points, collectively, the “Aggregate Merger Consideration”);

immediately prior to the Mergers, each issued and outstanding PLAYSTUDIOS warrant will be automatically exercised into shares of PLAYSTUDIOS capital stock and will be treated in the Mergers as described above; and

At the Effective Time, each outstanding and unexercised option to purchase PLAYSTUDIOS common stock, whether or not vested or exercisable, will be converted into an option to purchase New PLAYSTUDIOS Class A common stock, except for any such option that is held by any member of the Founder Group, which will be converted into an option to purchase New PLAYSTUDIOS Class B common stock (collectively, “New PLAYSTUDIOS Options”).
Subject to the terms of the Merger Agreement, each New PLAYSTUDIOS Option will be exercisable (i) for that number of shares of New PLAYSTUDIOS Class A common stock or New PLAYSTUDIOS Class B common stock (as applicable) determined by multiplying (A) the number of shares of PLAYSTUDIOS common stock subject to such underlying PLAYSTUDIOS Options immediately prior to the Effective Time by (B) the quotient obtained by dividing (1) the Per Share Merger Consideration Value by (2) $10.00 (the formula in clause (B), the “Exchange Ratio”), which product shall be rounded down to the nearest whole number of shares, and (ii) at an exercise price per share determined by dividing the exercise price per share of the underlying PLAYSTUDIOS Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent.
At the Effective Time, by virtue of the First Merger, each share of PLAYSTUDIOS capital stock held in the treasury of PLAYSTUDIOS immediately prior to the Effective Time will be cancelled without any payment or distribution.
 
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At the Effective Time, by virtue of the First Merger, each share of capital stock of the First Merger Sub that is issued and outstanding immediately prior to the Effective Time will no longer be outstanding and will be converted into an equal number of validly issued fully paid and non-assessable shares of common stock of the Surviving Corporation and all such shares will constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time.
At the Second Effective Time, by virtue of the Second Merger, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will no longer be outstanding and will be converted into an equal number of validly issued fully paid and non-assessable membership interests of the Surviving Entity and will constitute the only outstanding equity of the Surviving Entity as of immediately following the Second Effective Time.
Immediately prior to the Closing, PLAYSTUDIOS shall take all actions, including obtaining appropriate resolutions of the board of directors of PLAYSTUDIOS, that are necessary to provide for the termination of PLAYSTUDIOS’ 2011 Omnibus Stock Plan (other than with respect to New PLAYSTUDIOS Options), effective as of the Closing of the Mergers.
Pursuant to the Proposed Bylaws, after the consummation of the Business Combination, without the prior written consent of the New PLAYSTUDIOS Board of Directors and subject to certain exceptions, the holders of: (i) shares of New PLAYSTUDIOS common stock issued as consideration pursuant to the Mergers, (ii) any PLAYSTUDIOS Options or (iii) shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options, in each case, are contractually restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (collectively, the “PLAYSTUDIOS Lock-Up Securities”). Such restrictions begin at Closing and end on the date that is 12 months after the Closing, except that beginning on the date that is 180 days after the Closing, an amount of PLAYSTUDIOS Lock-Up Securities equal to the lesser of (A) 5% of the PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities and (B) 50,000 PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities, will no longer be subject to these transfer restrictions. See “Description of New PLAYSTUDIOS Securities—Common Stock—Lock-up Restrictions.”
The Sponsor has agreed to substantially similar restrictions with respect to the Acies Class B ordinary shares and Acies private placement warrants (as well as the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants, respectively, that such securities are convertible into) held by it pursuant to the Sponsor Support Agreement. Following the expiration of these lock-ups, the Sponsor and the PLAYSTUDIOS stockholders will not be restricted from selling the shares of New PLAYSTUDIOS common stock held by them, other than by applicable securities laws. These lock-up restrictions do not apply to any shares of New PLAYSTUDIOS Class A common stock purchased by the PIPE Investors pursuant to the PIPE Subscription Agreements, and the PIPE Investors will not be restricted from selling such shares, other than pursuant to applicable securities laws.
Earnout Shares
Pursuant to the contingent rights set forth above, up to 15,000,000 shares of New PLAYSTUDIOS Class A common stock will be payable to each holder of PLAYSTUDIOS capital stock (including, for the avoidance of doubt, holders of PLAYSTUDIOS capital stock issued upon the automatic exercise of PLAYSTUDIOS warrants) and vested PLAYSTUDIOS Options, in each case, as of immediately prior to the Effective Time with an Earnout Pro Rata Portion (as defined below) exceeding zero (each such holder, an “Earnout Participant”) as follows:
(a)   If the closing share price of New PLAYSTUDIOS Class A common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the Closing Date and ending on or prior to the five-year anniversary of the Closing Date (the first occurrence of the foregoing, the “$12.50 Share Price Milestone”), then New PLAYSTUDIOS will issue to each Earnout Participant a number of shares of New PLAYSTUDIOS Class A common stock (or, if such participant is a member of the Founder Group, New PLAYSTUDIOS Class B common stock) equal to such participant’s Earnout Pro Rata Portion of 7,500,000 shares of New PLAYSTUDIOS common stock; and
 
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(b)   If the closing share price of New PLAYSTUDIOS Class A common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period commencing on or after the 150th day after the Closing Date and ending on or prior to the five-year anniversary of the Closing Date (the first occurrence of the foregoing, the “$15.00 Share Price Milestone”), then New PLAYSTUDIOS will issue to each Earnout Participant a number of shares of New PLAYSTUDIOS Class A common stock (or, if such participant is a member of the Founder Group, New PLAYSTUDIOS Class B common stock) equal to such participant’s Earnout Pro Rata Portion of 7,500,000 shares of New PLAYSTUDIOS common stock.
In the event that within the five-year anniversary of the Closing Date, there is an Earnout Strategic Transaction (as defined in the Merger Agreement) (or a definitive agreement providing for an Earnout Strategic Transaction that has been entered into), then (i) if the per share value of consideration to be received by holders of the New PLAYSTUDIOS Class A common stock in such Earnout Strategic Transaction equals or exceeds $12.50 per share and the $12.50 Share Price Milestone has not been previously achieved, then the $12.50 Share Price Milestone will be deemed to have been achieved and (ii) if the per share value of the consideration to be received in such Earnout Strategic Transaction equals or exceeds $15.00 per share and the $15.00 Share Price Milestone has not been previously achieved, then the $15.00 Share Price Milestone will be deemed to have been achieved; and if the $12.50 Share Price Milestone or $15.00 Share Price is deemed achieved pursuant to clauses (i) and (ii), as applicable, the Earnout Shares will be issued immediately prior to the consummation of the Earnout Strategic Transaction.
The following term will have the meaning ascribed to it below:
Earnout Pro Rata Portion” means, with respect to: (a) each holder of outstanding shares of PLAYSTUDIOS capital stock as of immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the amount of Stockholder Stock Consideration that such holder would be eligible to receive if such holder made a Stock Election for all of such holder’s shares of PLAYSTUDIOS capital stock divided by (ii) the sum of (x) the amount of Stockholder Stock Consideration that all holders of PLAYSTUDIOS capital stock as of immediately prior to the Effective Time would be eligible to receive if all such holders made a Stock Election for all of such holder’s shares of PLAYSTUDIOS capital stock, plus (y) the total number of shares of New PLAYSTUDIOS common stock issued or issuable upon the exercise of the vested PLAYSTUDIOS Options as of immediately following the Effective Time (this clause (ii), the “Earnout Denominator”); and (b) each holder of vested New PLAYSTUDIOS Options as of immediately following the Effective Time, a fraction expressed as a percentage equal to (i) the number of shares of New PLAYSTUDIOS common stock issued or issuable upon exercise of such holder’s New PLAYSTUDIOS Options as of immediately following the Effective Time, divided by (ii) the Earnout Denominator; provided, that in no event will the aggregate Earnout Pro Rata Portion exceed 100%.
Closing
In accordance with the terms and subject to the conditions of the Merger Agreement, the Closing will take place, but in any event no later than three business days after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties.
Representations and Warranties
The Merger Agreement contains representations and warranties of Acies, First Merger Sub, Second Merger Sub and PLAYSTUDIOS, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the disclosure letters and expire at the Effective Time. See “—Material Adverse Effect” below. The representations and warranties of Acies are also qualified by information included in Acies’ public filings, filed or submitted to the SEC on or prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).
Representations and warranties of PLAYSTUDIOS
PLAYSTUDIOS has made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorization, capitalization,
 
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financial statements, absence of changes, litigation and proceedings, compliance with laws, contracts and no defaults, real property and assets, environmental matters, no undisclosed material liabilities, intellectual property, data privacy and security, benefit plans, labor matters, taxes, brokers’ fees, rewards partners and vendors, anti-corruption compliance, sanctions and international trade compliance, insurance, permits, registration statement, independent investigation and no additional representations and warranties.
Representations and warranties of Acies, First Merger Sub and Second Merger Sub
Acies and its subsidiaries have made representations and warranties relating to, among other things, company organization, existence and purpose of First Merger Sub and Second Merger Sub, due authorization, no conflict, governmental authorization, capitalization, SEC filings and the Sarbanes-Oxley Act, financial statements, absence of changes, no undisclosed material liabilities, litigation and proceedings, compliance with laws, contracts and no defaults, title to property, business activities, employee benefit plans, taxes, financial ability and the Trust Account, brokers’ fees, registration statement, Nasdaq quotation, the Investment Company Act, affiliate agreements, the Sponsor Support Agreement, the PIPE Investment, independent investigation and no additional representations and warranties.
Material Adverse Effect
Under the Merger Agreement, certain representations and warranties of PLAYSTUDIOS are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Under the Merger Agreement, certain representations and warranties of Acies are qualified in whole or in part by a material adverse effect on the ability of Acies to enter into and perform its obligations under the Merger Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.
Pursuant to the Merger Agreement, a material adverse effect with respect to PLAYSTUDIOS (“PLAYSTUDIOS Material Adverse Effect”) means a material effect on (a) the financial condition, business, assets or results of operations of PLAYSTUDIOS and its subsidiaries, taken as a whole, excluding any effect resulting from:
1.
the taking by any member of PLAYSTUDIOS or its subsidiaries of any COVID-19 related actions;
2.
any change in applicable laws, or regulatory policies or interpretations thereof or in accounting or reporting standards or principles or interpretations thereof;
3.
any change in interest rates or economic, financial, market or political conditions generally;
4.
any change generally affecting any of the industries or markets in which PLAYSTUDIOS or its subsidiaries operates;
5.
any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster or act of God, any epidemic or pandemic (including the COVID-19 pandemic) and any other force majeure event;
6.
the announcement or the execution of the Merger Agreement, the pendency or consummation of the Mergers or the performance of the Merger Agreement (or the obligations hereunder), except as described in the Merger Agreement;
7.
the compliance with the express terms of the Merger Agreement, except as described the Merger Agreement; or
8.
in and of itself, the failure of the PLAYSTUDIOS and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets or estimates of revenues, earnings or other financial metrics for any period beginning on or after the date of this Agreement;
except, in the case of each of clauses set forth in numbers 1, 2, 3, 4 and 5 above, to the extent that any such effect has a disproportionate adverse effect on PLAYSTUDIOS and its subsidiaries, taken as a whole, relative to the adverse effect on other companies operating in the social gaming industry or the other industries in which PLAYSTUDIOS and its subsidiaries materially engage; provided further that the clause set forth in
 
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number 8 above shall not preclude Acies from asserting that any facts or occurrences giving rise to or contributing to such effects that are not otherwise excluded from the definition of PLAYSTUDIOS Material Adverse Effect should be taken into account in determining whether a PLAYSTUDIOS Material Adverse Effect would have reasonably been expected to occur, or (b) the ability of PLAYSTUDIOS to consummate the Business Combination.
Pursuant to the Merger Agreement, a material adverse effect with respect to Acies, First Merger Sub and Second Merger Sub (“Acies Parties”) means a material adverse effect on the ability of the Acies Parties to consummate the Transactions.
Covenants and Agreements
The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course consistent with past practice through the Closing, (ii) PLAYSTUDIOS to prepare and deliver to Acies certain audited and unaudited consolidated financial statements of PLAYSTUDIOS, (iii) Acies and PLAYSTUDIOS to prepare and Acies to file a proxy / registration statement on Form S-4 and take certain other actions to obtain the requisite approval of Acies shareholders of certain proposals regarding the Business Combination (including the Domestication), and (iv) the parties to use commercially reasonable best efforts to obtain necessary approvals from governmental agencies.
The Domestication
Prior to the Closing, subject to the approval of Acies’ shareholders, and in accordance with the DGCL, Cayman Islands Companies Act and the Cayman Constitutional Documents, Acies will effect a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL pursuant to which Acies’ jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware.
In connection with the Domestication, (i) each then issued and outstanding Acies Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, (ii) each then issued and outstanding Acies Class B ordinary share, will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, after giving effect to the forfeiture of certain Acies Class B ordinary shares held by the Sponsor pursuant to the Sponsor Support Agreement, (iii) each then issued and outstanding Acies warrant will convert automatically, on a one-for-one basis, into a New PLAYSTUDIOS warrant, on substantially the same terms and conditions as specified in the Warrant Agreement, after giving effect to the forfeiture of certain warrants of Acies held by the Sponsor pursuant to the Sponsor Support Agreement, and (iv) each of the then issued and outstanding units of Acies that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units..
Conduct of Business of PLAYSTUDIOS
PLAYSTUDIOS has agreed that from the date of the Merger Agreement through the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, and will cause its subsidiaries to, except as set forth on PLAYSTUDIOS’ disclosure letter (the “PLAYSTUDIOS Disclosure Schedule”), as required by applicable law or any governmental authority, as expressly contemplated by the Merger Agreement or with the prior written consent of Acies (which consent shall not be unreasonably withheld, conditioned or delayed), use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees; provided that PLAYSTUDIOS and its subsidiaries may take any reasonable COVID-19 action either in light of COVID-19 measures adopted after the date of the Merger Agreement or otherwise reasonably necessary to protect the health and safety of their employees. Without limiting the generality of the foregoing, except as set forth on the PLAYSTUDIOS Disclosure Schedule, as required by
 
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certain applicable laws (including any COVID-19 related measures), or any governmental authority, as expressly contemplated by the Merger Agreement or with the prior written consent of Acies (which consent shall not be unreasonably withheld, conditioned or delayed), PLAYSTUDIOS shall not, nor shall it permit any other member of PLAYSTUDIOS or its subsidiaries to:

change or amend PLAYSTUDIOS’ certificate of incorporation or PLAYSTUDIOS’ bylaws;

fail to maintain its existence, adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

split, combine, reclassify or otherwise amend any terms of any shares of PLAYSTUDIOS’ or any of its subsidiaries’ capital stock or equity interests (other than transactions (1) solely among PLAYSTUDIOS and one or more of its wholly owned subsidiaries or (2) solely among the PLAYSTUDIOS’ wholly owned subsidiaries);

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of PLAYSTUDIOS’ or any of its subsidiary’s capital stock or equity interests or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock or equity interest of PLAYSTUDIOS or its subsidiaries, other than (x) dividends or distributions by any of its wholly owned subsidiaries to PLAYSTUDIOS or another wholly owned subsidiary or (y) the acquisition by PLAYSTUDIOS of any shares of capital stock or equity interests of PLAYSTUDIOS pursuant to PLAYSTUDIOS’ exercise of its rights of first refusal under those certain stock purchase agreements with the Founder and certain other stockholders of PLAYSTUDIOS, the PLAYSTUDIOS 2011 Omnibus Stock and Incentive Plan, as amended, and the PLAYSTUDIOS Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 2, 2014 and as it may be amended or modified from time to time, by and among PLAYSTUDIOS and the other parties thereto;

(A) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any capital stock or other voting securities or ownership interests of PLAYSTUDIOS and its subsidiaries or any derivative securities of PLAYSTUDIOS and its subsidiaries, other than the issuance of (x) any shares of PLAYSTUDIOS capital stock upon the exercise of PLAYSTUDIOS Options or PLAYSTUDIOS warrants, in each case, outstanding on the date of the Merger Agreement in accordance with their terms as in effect as of the date of the Merger Agreement or (y) any PLAYSTUDIOS’ subsidiary’s securities to PLAYSTUDIOS and its subsidiaries or (B) amend any term of any PLAYSTUDIOS Option, any PLAYSTUDIOS warrant or any PLAYSTUDIOS subsidiary’s security;

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material amount of assets, securities, properties, interests or businesses or enter into any strategic joint ventures, partnerships or alliances with any other Person, other than (x) pursuant to existing contracts or commitments as of the date of the Merger Agreement or (y) in the ordinary course of business consistent with past practice;

sell, assign, license, abandon, cancel, let lapse, dispose, convey, lease or otherwise transfer its or its subsidiaries’ material assets (including any material intellectual property), properties, interests or businesses, other than in the ordinary course of business consistent with past practice;

disclose any material trade secrets constituting PLAYSTUDIOS’ intellectual property to any Person (other than pursuant to a written agreement sufficient to protect the confidentiality thereof) or subject any material software constituting PLAYSTUDIOS’ intellectual property to Copyleft Terms (as defined in the Merger Agreement);

other than in connection with actions permitted by the Merger Agreement with respect to any non-Service Providers (as defined in the Merger Agreement), make any material loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice;

incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness of over $2,000,000 in the aggregate, other than (x) any indebtedness incurred in the ordinary course of business consistent with past practice or (y) incurred between PLAYSTUDIOS and any of its wholly owned subsidiaries or between any of such wholly owned subsidiaries;
 
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except in the ordinary course of business or as required by the terms of any existing PLAYSTUDIOS benefit plan as in effect on the date hereof, (A) with respect to any Service Provider whose target annual cash compensation exceeds $250,000 (a “Key Employee”), (1) grant or increase (or promise to grant or increase) any bonuses, change in control payments, retention, equity or equity-based rights, severance or termination pay (or amend any existing arrangement providing for the foregoing), (2) enter into any employment, consulting, deferred compensation or other similar agreement (or amend any such existing agreement), or (3) increase the amount of compensation or benefits (other than general health or welfare benefits) payable or to become payable to any Service Provider; (B) take any action to accelerate the timing of any payments or benefits, or the funding of any payments or benefits payable or to become payable to any current or former Service Provider; or (C) establish, adopt, enter into, or materially amend any PLAYSTUDIOS benefit plan (or any plan or arrangement that would be a PLAYSTUDIOS benefit plan if in effect on the date of the Merger Agreement);

(A) negotiate, modify, extend, or enter into any collective bargaining agreement or similar labor union or employee representative organization contract or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any PLAYSTUDIOS’ employee;

change PLAYSTUDIOS’ methods of accounting, except as required by concurrent changes in GAAP or in Regulation S-X of the Exchange Act or in connection with the transactions contemplated by the Merger Agreement, as agreed to by its independent public accountants;

enter into, renew or amend in any material respect, any PLAYSTUDIOS Affiliate Agreement (as defined in the Merger Agreement) (or any contract, that if existing on the date of the Merger Agreement, would have constituted a PLAYSTUDIOS Affiliate Agreement);

(i) make, revoke or change any material tax election except in a manner consistent with past practices of PLAYSTUDIOS and its subsidiaries that will not have any adverse and material impact on PLAYSTUDIOS and its subsidiaries, (ii) adopt or change any material tax accounting method or period, (iii) file any amendment to a material tax return, (iv) enter into any agreement with a governmental authority with respect to a material amount of taxes or settle or compromise any examination, audit, claim or action relating to material taxes, (v) enter into certain tax sharing or similar arrangements outside the ordinary course of business, or (vi) consent to any extension of the limitation period applicable to any material claim or assessment;

take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Mergers from qualifying for the intended tax treatment;

waive, release, settle, compromise or otherwise resolve any investigation, claim, action, litigation or other legal proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $2,000,000 in the aggregate;

make or commit to make capital expenditures other than in an amount not in excess of the amount set forth on the PLAYSTUDIOS Disclosure Schedule, in the aggregate;

(A) limit the right of PLAYSTUDIOS or any of PLAYSTUDIOS’ subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (B) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of PLAYSTUDIOS and its subsidiaries, taken as a whole;

(A) grant to, or agree to grant to, any Person rights to any PLAYSTUDIOS’ intellectual property that is material to PLAYSTUDIOS and its subsidiaries, other than in the ordinary course of business consistent with past practice, or (B) dispose of, abandon or permit to lapse any rights to any PLAYSTUDIOS’ intellectual property that is material to PLAYSTUDIOS’ and its subsidiaries except for the expiration of registered PLAYSTUDIOS’ intellectual property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period) or in the reasonable exercise of PLAYSTUDIOS’ or any of its subsidiaries’ business judgment as to the costs and benefits of maintaining the item;
 
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terminate without replacement or amend in a manner materially detrimental to PLAYSTUDIOS and its subsidiaries, taken as a whole, any material insurance policy insuring the business of PLAYSTUDIOS or any of PLAYSTUDIOS’ subsidiaries; or

agree, resolve or commit to do any of the foregoing.
Conduct of Business of Acies
During the Interim Period, each of the Acies Parties shall use commercially reasonable efforts to conduct its business in the ordinary course and use its commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except as set forth on the that certain disclosure letter delivered by the Acies Parties in connection with the Merger Agreement (the “Acies Disclosure Schedule”), as required by applicable law or any governmental authority (including any COVID-19 related measures), as expressly contemplated by the Merger Agreement or with the prior written consent of the PLAYSTUDIOS (which consent shall not be unreasonably withheld, conditioned or delayed), neither of Acies or its subsidiaries shall:

change or amend the Trust Agreement, the Existing Articles or the organizational documents of First Merger Sub or Second Merger Sub, except as contemplated by the proposals;

fail to maintain its existence, adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except as contemplated by the transactions contemplated by the Merger Agreement;

split, combine or reclassify any shares of its capital stock;

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock of Acies, other than the redemption of any Acies Class A ordinary shares required by the Offer;

(A) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any capital stock or other voting securities or ownership interests of any of Acies or its subsidiaries or any derivative securities of any of Acies or its subsidiaries, other than (x) the issuance of any Acies ordinary shares upon the exercise of any Acies warrants, (y) the issuance of the Aggregate Merger Consideration or (z) pursuant to the Subscription Agreements existing as of the date of the Merger Agreement; or (B) amend any term of any Acies warrants, other than pursuant to the Sponsor Support Agreement;

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material amount of assets, securities, properties, interests or businesses or enter into any strategic joint ventures, partnerships or alliances with any other Person other than (x) pursuant to existing contracts or commitments or (y) in the ordinary course of business;

sell, lease or otherwise transfer a material amount of its assets, properties, interests or businesses, other than (x) pursuant to existing contracts or commitments or (y) in the ordinary course of business;

other than in connection with actions permitted under the Merger Agreement, make any material loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business or between any of Acies, First Merger Sub and Second Merger Sub;

incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, other than (x) fees and expenses for professional services incurred in support of the Transactions, (y) any indebtedness incurred in the ordinary course of business or (z) incurred between any of Acies, First Merger Sub and Second Merger Sub;

other than actions taken in furtherance of the adoption and/or implementation of the Incentive Plan and/or the ESPP, enter into any compensatory arrangement, collective bargaining agreement or retirement, deferred compensation, or equity plan or arrangement or hire any employees or engage any independent contractors;
 
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change Acies’ methods of accounting, except as required by concurrent changes in GAAP or in Regulation S-X of the Exchange Act or in connection with the Transactions, as agreed to by its independent public accountants;

settle, or offer or propose to settle, (A) any material litigation, investigation, arbitration, proceeding or other claim involving or against Acies or any subsidiaries, (B) any stockholder litigation or dispute against Acies or any of its officers or directors or (C) any litigation, arbitration, proceeding or dispute that relates to the Transactions;

enter into, renew or amend in any material respect, any Acies Affiliate Agreement (as defined in the Merger Agreement) (or any certain contract, that if existing on the date hereof, would have constituted an Acies Affiliate Agreement);

make, revoke or change any material tax election except in a manner that will not have any adverse and material impact on Acies, adopt or change any material tax accounting method or period, file any amendment to a material tax return, enter into any agreement with a governmental authority with respect to a material amount of taxes or settle or compromise any examination, audit, claim or other action with a governmental authority of or relating to any material taxes, enter into any material tax sharing or similar arrangement outside the ordinary course of business, or consent to the extension of the statute of limitations applicable to any material tax claim or assessment;

take any action, or knowingly fail to take any action, which action or failure to act could reasonably be expected to prevent or impede the Mergers from qualifying for the intended tax treatment; or

agree, resolve or commit to do any of the foregoing.
Notwithstanding the foregoing, nothing in the foregoing shall be interpreted to prohibit: (i) Acies taking any action reasonably necessary to implement the Domestication, (ii) Acies or its representatives from taking any action reasonably necessary to consummate the PIPE Investment; or (iii) either Acies or its subsidiaries from complying with its respective governing documents and with all other agreements or Contracts to which Acies or its subsidiaries may be a party as of the date of the Merger Agreement.
Covenants of Acies
Pursuant to the Merger Agreement, and in addition to the interim items listed above, Acies has agreed, among other things, to:

Acies shall, and shall cause its affiliates to, use its commercially reasonable efforts to comply with its obligations, and enforce its rights, under the Subscription Agreements. Acies shall give PLAYSTUDIOS prompt notice of any breach by any party to the Subscription Agreements of which Acies has become aware or any termination (or alleged or purported termination) of the Subscription Agreements. Acies shall keep PLAYSTUDIOS informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the PIPE Investment and, unless otherwise approved in writing by PLAYSTUDIOS (which approval shall not be unreasonably withheld, conditioned or delayed), shall not permit any termination, amendment or modification to, or any waiver of any material provision or remedy under, the Subscription Agreements entered into at or prior to the date hereof.

Acies shall use commercially reasonable efforts to, in compliance with applicable law, (i) establish the record date for, duly call, give notice of, convene and hold the Extraordinary General Meeting in accordance with the Cayman Islands Companies Act, (ii) cause this proxy statement/prospectus to be disseminated to Acies’ shareholders after the registration statement becomes effective and (iii) solicit proxies from the holders of Acies Class A ordinary shares to vote in favor of each of the proposals contemplated therein. Acies shall include the unqualified recommendation of the Acies Board of Directors in the Proxy Statement. The Acies Board of Directors shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Acies Board of Directors.

Once the Extraordinary General Meeting has been called and noticed, Acies will not postpone or adjourn the Extraordinary General Meeting without the consent of PLAYSTUDIOS, once the Extraordinary General Meeting has been called and noticed other than:
 
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to solicit additional proxies for the purpose of obtaining the Acies Shareholder Approval, in which event Acies may postpone or adjourn the meeting for up to ten (10) Business Days;

for the absence of a quorum, in which event Acies may postpone or adjourn the meeting up to two (2) times for up to ten (10) Business Days each time; or

postpone or adjourn the meeting one (1) time, to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure that Acies has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders prior to the Extraordinary General Meeting.
During the Interim Period, Acies shall use reasonable best efforts:

to ensure Acies remains listed as a public company on, and for the Acies Class A ordinary shares to be listed on, Nasdaq;

to cause New PLAYSTUDIOS Class A common stock to be issued in connection with the transactions contemplated under the Merger Agreement (including the Earnout Shares) to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date;

to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Securities Laws; and

to take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the JOBS Act and to qualify, at the Effective Time, as a “controlled” company under the rules of Nasdaq.
Covenants of PLAYSTUDIOS
Pursuant to the Merger Agreement, PLAYSTUDIOS has agreed, among other things, to:

PLAYSTUDIOS shall use commercially reasonable efforts to obtain from PLAYSTUDIOS’ stockholders holding at least the number of shares of PLAYSTUDIOS capital stock required to constitute the necessary approval of the PLAYSTUDIOS stockholders (“PLAYSTUDIOS Stockholder Approval”) duly executed and delivered Support Agreements within twenty-four (24) hours after the date of the Merger Agreement.

As promptly as reasonably practicable after the registration statement becomes effective, PLAYSTUDIOS shall:

recommend approval and adoption of the Merger Agreement and the Transactions contemplated therein consistent with the recommendation of the board of directors of PLAYSTUDIOS;

(A) use commercially reasonable efforts to solicit approval of the Merger Agreement and the transactions contemplated therein in the form of an irrevocable written consent (the “Written Consent”) of each of the requisite PLAYSTUDIOS stockholders (pursuant to the Support Agreement) and any other PLAYSTUDIOS stockholders as PLAYSTUDIOS may determine in its reasonable discretion or (B) in the event PLAYSTUDIOS is not able to obtain the Written Consent, the PLAYSTUDIOS shall duly convene a meeting of the stockholders of PLAYSTUDIOS for the purpose of voting solely upon the adoption of the transactions and transaction agreements contemplated under the Merger Agreement.

If the PLAYSTUDIOS Stockholder Approval is obtained, then as promptly as reasonably practicable following the receipt of the required written consents, PLAYSTUDIOS will prepare and deliver (or cause to be delivered through the exchange agent or otherwise) to its stockholders who have not consented the notice required by Sections 228(e) and 262 of the DGCL.

From and after the date of the Merger Agreement until the Effective Time, except as otherwise contemplated by the Merger Agreement, including the Domestication, PLAYSTUDIOS shall not engage in any transactions involving the securities of Acies without the prior consent of Acies if PLAYSTUDIOS possesses material nonpublic information of Acies.
 
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PLAYSTUDIOS (on behalf of itself and its affiliates) irrevocably waives any right, title, interest or past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acies to collect from the Trust Account any monies that may be owed to them by Acies or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, as contemplated under the Merger Agreement.
Joint Covenants of Acies and PLAYSTUDIOS
In addition, each of Acies and PLAYSTUDIOS has agreed, among other things, to take certain actions set forth below.

Each of Acies and PLAYSTUDIOS will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective as practicable the Merger Agreement and the transactions contemplated therein including to:

Comply with closing conditions, as discussed below;

Obtain consent of certain governmental authorities and the expiration or termination of all applicable waiting periods under applicable antitrust laws;

Obtain approval for listing New PLAYSTUDIOS Class A common stock on Nasdaq;

Make or cause to be made (and not withdraw) an appropriate filing pursuant to the HSR Act with respect to the Merger Agreement and the transactions contemplated by the Merger Agreement as promptly as practicable, but in no event later than ten (10) business days after the date of the Merger Agreement. The parties shall request early termination of the waiting period in any filings submitted under the HSR Act and shall use commercially reasonable efforts to supply as promptly as practicable to the appropriate governmental authorities additional information and documentary material that may be requested pursuant to the HSR Act or any other antitrust law.

Each party shall cooperate in connection with (i) any investigation of the transactions contemplated hereby or litigation by, or negotiations with, any certain governmental authority or other Person relating to the transactions contemplated hereby or regulatory filings under applicable law and (ii) obtaining approval for listing the New PLAYSTUDIOS Class A common stock issued pursuant to the Merger Agreement on Nasdaq;

Each party will, to the extent permitted by applicable law: (i) promptly notify the other parties of, and if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties of) any material substantive communications from or with any governmental authority or Nasdaq concerning the transactions contemplated by the Merger Agreement, (ii) cooperate in connection with any proposed substantive written or oral communication with any governmental authority or Nasdaq and permit the other parties to review and discuss in advance, and consider in good faith the view of the other parties in connection with, any proposed substantive written or oral communication with any governmental authority or Nasdaq concerning the transactions contemplated by the Merger Agreement, (iii) not participate in any substantive meeting or have any substantive communication with any governmental authority or Nasdaq concerning the transactions contemplated by the Merger Agreement unless it has given the other parties a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority or Nasdaq, gives the other parties or their outside counsel the opportunity to attend and participate therein, (iv) furnish such other parties’ outside legal counsel with copies of all filings and communications between it and any such governmental authority or Nasdaq concerning the transactions contemplated by the Merger Agreement and (v) furnish such other parties’ outside legal counsel with such necessary information and reasonable assistance as such other parties’ outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority or Nasdaq concerning the transactions contemplated by the Merger Agreement;
 
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As promptly as practicable following the date of the Merger Agreement, PLAYSTUDIOS and Acies shall jointly prepare, and Acies shall file, a registration statement on Form S-4 in connection with the registration under the Securities Act of the New PLAYSTUDIOS common stock to be issued under the Merger Agreement (including the Earnout Shares), which will also contain a proxy statement/prospectus for the purpose of soliciting proxies from Acies shareholders to approve the proposals set forth below at the Extraordinary General Meeting:

approval of the Merger Agreement and the transactions contemplated therein;

approval of the Domestication;

approval of the Proposed Certificate of Incorporation and Proposed Bylaws;

approval of the issuance of New PLAYSTUDIOS common stock in connection with the Merger Agreement and the transactions contemplated therein (including pursuant to the consummation of the Subscription Agreements, the New PLAYSTUDIOS Class B common stock and the Earnout Shares), in each case to the extent required by the Nasdaq listing rules;

the adoption of the Incentive Plan;

the adoption of the ESPP;

appointment by the audit committee of Marcum LLP as the independent registered public accountants of Acies to audit and report upon Acies consolidated financial statements for the fiscal year ending December 31, 2021; and

approval of any other proposals reasonably necessary or appropriate to consummate the Merger Agreement and the transactions contemplated therein.

Each of Acies and PLAYSTUDIOS shall use commercially reasonable efforts to cooperate, and cause their respective subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of this proxy statement/prospectus, to cause this proxy statement/prospectus to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the Transactions.

Each of Acies and PLAYSTUDIOS shall use commercially reasonable efforts to promptly furnish to the other party all information concerning itself, its subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in this proxy statement/prospectus or any other statement, filing, notice or application made by or on behalf of Acies or PLAYSTUDIOS or their respective subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to this proxy statement/prospectus).

PLAYSTUDIOS shall use commercially reasonable efforts to promptly furnish to Acies for inclusion in this proxy statement/prospectus: (i) audited consolidated financial statements of PLAYSTUDIOS and its subsidiaries as of and for the years ended December 31, 2018 and 2019 and, for inclusion in any filing of this proxy statement/prospectus made after February 16, 2021, the year ended December 31, 2020, prepared in accordance with, and comply with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) unaudited condensed consolidated financial statements of PLAYSTUDIOS and its Subsidiaries as of and for the nine months ended September 30, 2020 and September 30, 2019 prepared in accordance with, and comply with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and reviewed by PLAYSTUDIOS’ independent auditor in accordance with PCAOB Auditing Standard 4105; (iii) other financial statements, reports and information with respect to PLAYSTUDIOS and its Subsidiaries that may be required to be included in this proxy statement/prospectus under the rules and regulations of the SEC, the Exchange Act and the
 
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Securities Act applicable to a registrant and (iv) auditor’s reports and consents to use such financial statements and reports in the registration statement.

Acies shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated under the Merger Agreement, and the PLAYSTUDIOS shall promptly furnish all information concerning PLAYSTUDIOS and its subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action.

Subject to applicable law and restrictions in the Merger Agreement, each of PLAYSTUDIOS and Acies shall afford to the other and its respective representatives reasonable access during normal business hours and with reasonable advance notice during the period from the date of the Merger Agreement until the earlier of the Closing and the date, if any, on which the Merger Agreement is terminated to all of its and its subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, and shall furnish promptly to the other, consistent with its legal obligations, all information concerning itself and its subsidiaries’ business, properties and personnel as the other or any of its representatives may reasonably request for the purposes of the Merger Agreement or post-Closing integration planning. Each of the parties shall hold, and shall cause its representatives to hold, all information received from the other party, directly or indirectly, related to the foregoing in confidence in accordance with and otherwise subject to the Confidentiality Agreement, (the “Confidentiality Agreement”), dated October 27, 2020 between Acies and PLAYSTUDIOS.

Acies acknowledges that the information being provided to it in connection with the Merger Agreement and the consummation of Transactions is subject to the terms of the Confidentiality Agreement;

None of Acies, PLAYSTUDIOS or any of their respective affiliates shall make any public announcement or issue any public communication regarding the Merger Agreement or Transactions, or any matter related to the foregoing, without first obtaining the prior consent of PLAYSTUDIOS or Acies, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except as described in the Merger Agreement;

Acies and PLAYSTUDIOS shall cooperate in good faith with respect to the preparation of a Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by PLAYSTUDIOS and its accountants and the other information required to be included therein. Concurrently with the Closing, or as soon as practicable (but in any event within four (4) Business Days) thereafter, New PLAYSTUDIOS shall file the Closing 8-K with the SEC.

Acies and PLAYSTUDIOS shall each, and each shall cause its subsidiaries to use reasonable best efforts to obtain any material consents and approvals of third parties that any of Acies, PLAYSTUDIOS or their respective affiliates are required to obtain in order to consummate the Transactions, and

From and after the Effective Time, New PLAYSTUDIOS and the Surviving Entity shall indemnify and hold harmless each present and former director or officer of PLAYSTUDIOS and its subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of PLAYSTUDIOS being acquired under the Merger Agreement), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any actual or threatened action or other action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time or relating to the enforcement by any such Person of his or her rights under, pursuant to the terms described in the Merger Agreement.

Prior to the Effective Time, PLAYSTUDIOS shall or, if PLAYSTUDIOS is unable to, New PLAYSTUDIOS shall cause the Surviving Entity as of the Second Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of PLAYSTUDIOS’ existing directors’ and officers’ insurance policies and PLAYSTUDIOS’
 
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existing fiduciary liability insurance policies (collectively, the “PLAYSTUDIOS D&O Insurance”), pursuant to the terms described in the Merger Agreement.

Prior to the Closing, Acies and PLAYSTUDIOS shall reasonably cooperate in order to obtain directors’ and officers’ liability insurance for New PLAYSTUDIOS that shall be effective as of Closing and will cover those Persons who will be the directors and officers of New PLAYSTUDIOS and its subsidiaries at and after the Closing on terms not less favorable than the better of (A) the terms of the current directors’ and officers’ liability insurance in place for PLAYSTUDIOS’ directors and officers, pursuant to the terms described in the Merger Agreement.

Acies shall pay all transfer, documentary, sales, use, stamp, registration, value added or other similar taxes incurred by Acies Parties or the PLAYSTUDIOS and its subsidiaries in connection with the transactions contemplated by the Merger Agreement. Acies shall, at its own expense, file all necessary Tax Returns (as defined in the Merger Agreement) with respect to all such taxes, and, if required by applicable law, PLAYSTUDIOS will join (or cause its affiliates to join) in the execution of any such Tax Returns.

Each of Acies and PLAYSTUDIOS shall (and shall cause its respective subsidiaries and affiliates to) use its reasonable best efforts (i) to cause the Mergers, taken together as an integrated transaction, to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, with respect to which each of Acies and PLAYSTUDIOS will be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code and (ii) not to take or cause to be taken any action reasonably likely to cause, or fail to take or agree not to take any action if the failure to take such action could reasonably be expected to prevent the Mergers, taken together, from qualifying as a “reorganization” under Section 368(a) of the Internal Revenue Code.

The Incentive Plan will comply with the terms as set forth in the Merger Agreement unless otherwise agreed in writing by PLAYSTUDIOS and Acies.

The ESPP will comply with the terms as set forth in the Merger Agreement unless otherwise agreed in writing by PLAYSTUDIOS and Acies.

Acies shall notify PLAYSTUDIOS promptly in connection with any filing of, or to the knowledge of Acies, threat to file in writing, an Action related to the Merger Agreement or the transactions contemplated therein by any of its shareholders or holders of any Acies warrants against Acies or against any of their respective directors or officers prior to the Closing (any such action, a “Shareholder Action”). Acies shall keep PLAYSTUDIOS reasonably apprised of the defense, settlement, prosecution or other developments with respect to any such Shareholder Action.

During the Interim Period, each of PLAYSTUDIOS and Acies shall promptly notify the other of:

any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by the Merger Agreement;

any notice or other communication from any governmental authority in connection with the transactions; and

any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting any member of PLAYSTUDIOS and its subsidiaries or Acies, as the case may be, that, if pending on the date of the Merger Agreement, would have been required to have been disclosed pursuant to the Merger Agreement or that relate to the consummation of the transactions contemplated therein.

During the Interim Period, none of the Acies Parties, on the one hand, or PLAYSTUDIOS and its subsidiaries, on the other hand, will, nor will they authorize or permit their respective representatives to, directly or indirectly:

take any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, provide information to or commence due diligence with respect to, any Person concerning, relating to or which is intended or would reasonably be expected to lead to, an acquisition proposal;
 
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in the case of Acies, fail to include those specific recommendations from the Acies Board of Directors (or remove from) this proxy statement/prospectus; or

withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other party, in case of PLAYSTUDIOS, the specific recommendations from the board of directors of PLAYSTUDIOS, and in the case of Acies, the specific recommendations from the Acies Board of Directors.

Each of PLAYSTUDIOS and the Acies Parties, shall promptly, and in any event within one (1) Business Day of the date of the Merger Agreement:

terminate access of any third Person (other than PLAYSTUDIOS or the Acies Parties and/or any of their respective affiliates or representatives) to any data room (virtual or actual) containing any confidential information with respect to PLAYSTUDIOS or Acies;

immediately cease and cause to be terminated, and shall cause their and their respective subsidiaries’ representatives to immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any Persons with respect to, or which is reasonably likely to give rise to or result in, any acquisition proposal; and

shall promptly request the return or destruction of any confidential information provided to any Person in connection with a prospective acquisition proposal (subject in each case to the terms of any applicable confidentiality agreement) and, in connection therewith, shall, if the applicable confidentiality or non-disclosure agreement so allows, request that all such Persons provide prompt written certification of the return or destruction of all such information.

Each party shall, on the request of any other party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by the Merger Agreement and the Transactions.
Closing Conditions
The consummation of the Mergers is conditioned upon the satisfaction or waiver by the applicable parties to the Merger Agreement of the conditions set forth below. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Mergers may not be consummated. There can be no assurance that the parties to the Merger Agreement would waive any such provisions of the Merger Agreement.
The obligations of each party to the Merger Agreement to consummate, or cause to be consummated, the Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

the approval of the Condition Precedent Proposals by Acies’ shareholders shall have been obtained (the “Acies Shareholder Approval”);

PLAYSTUDIOS Stockholder Approval shall have been obtained;

The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been terminated.

There shall not have been enacted or promulgated any Governmental Order (as defined in the Merger Agreement), statute, rule or regulation enjoining or prohibiting the consummation of the Transactions

The Offer shall have been completed in accordance with the terms of the Merger Agreement, the Existing Articles and the Proxy Statement.

Acies shall not have redeemed Acies Class A ordinary shares in the Offer in an amount that would cause Acies to have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).
 
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This registration statement shall have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the registration statement and no Action seeking such stop order shall have been threatened or initiated by the SEC and not withdrawn.

The shares of New PLAYSTUDIOS Class A Common Stock to be issued in connection with the Transactions (including the Earnout Shares) shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.
Additional Conditions to the Obligations of Acies

Certain of the representations and warranties of PLAYSTUDIOS related to its authorized shares (as described in the Merger Agreement) and pertaining to the capitalization of PLAYSTUDIOS will be true and correct in all material respects of the date of the Merger Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

The representation and warranties of PLAYSTUDIOS of the absence of changes shall be true and correct in all respect as of the date of the Merger Agreement and as of the Closing Date.

Each of the other representations and warranties of PLAYSTUDIOS in the Merger Agreement shall be true and correct as of the date of the Merger Agreement and as of the Closing date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a PLAYSTUDIOS Material Adverse Effect.

PLAYSTUDIOS shall have complied with and performed in all material respects the covenants stated in the Merger Agreement.

PLAYSTUDIOS delivered to Acies a certificate signed by an officer of PLAYSTUDIOS.
Additional Conditions to the Obligations of PLAYSTUDIOS

Certain of the representations and warranties of the Acies Parties related to its subsidiaries, due authorization, capitalization, tax treatment and brokers’ fees (as described in the Merger Agreement) will be true and correct (without giving any effect to any limitation as to “materiality” or “Acies Material Adverse Effect,” as defined in the Merger Agreement) or any similar limitation set forth therein) in all material respects as of the date of the Merger Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

The representation and warranties of the Acies Parties of the absence of changes shall be true and correct in all respect as of the date of the Merger Agreement and as of the Closing Date.

Each of the other representations and warranties of PLAYSTUDIOS in the Merger Agreement shall be true and correct as of the date of the Merger Agreement and as of the Closing date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a PLAYSTUDIOS Material Adverse Effect.

The Acies Parties shall have complied with and performed in all material respects the covenants stated in the Merger Agreement.

The Acies Parties delivered to PLAYSTUDIOS a certificate signed by an officer of Acies.
Minimum Cash Condition
The Merger Agreement provides that the obligations of PLAYSTUDIOS to consummate the Mergers are conditioned on, among other things, that as of the Closing, the amount of cash available in the Trust
 
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Account, after deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the Trust Account and (ii) transaction expenses of PLAYSTUDIOS or Acies) (such amount, the “Trust Amount”) plus the PIPE Investment Amount actually received by Acies at or prior to the Closing Date, is at least equal to $200.0 million (the “Minimum Cash Condition”).
Termination; Effectiveness
The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written agreement of Acies and PLAYSTUDIOS, (ii) by PLAYSTUDIOS or Acies, if (a) Closing has not occurred on or before August 15, 2021, subject to requirements set forth in the Merger Agreement, (b) any Governmental Order shall have issued making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers or (c) Acies Shareholder Approval is not obtained at the Extraordinary General Meeting, (iii) by Acies, if (a) the PLAYSTUDIOS Holders Support Agreements are not delivered to Acies within twenty-four (24) hours after the date of the Merger Agreement, (b) any breach of any representation, warranty, covenant or agreement on the part of PLAYSTUDIOS set forth in the Merger Agreement, subject to the conditions and certain exceptions contained therein, or (c) PLAYSTUDIOS stockholder approval of the Mergers is not obtained within forty-eight (48) hours of the time the registration statement becomes effective) or (iii) by PLAYSTUDIOS, upon any breach of any representation, warranty, covenant or agreement on the part of Acies set forth in the Merger Agreement, subject to the conditions and certain exceptions contained therein.
In the event of the termination of the Merger Agreement, the Merger Agreement shall forthwith become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any willful breach of the Merger Agreement by such party occurring prior to such termination that resulted in the termination of the Merger Agreement subject to the terms in the Merger Agreement. Certain provisions of the Merger Agreement, which are required to survive in order to give appropriate effect to other provisions, and the Confidentiality Agreement shall in each case survive any termination of the Merger Agreement. A failure by Acies to close in accordance with the Merger Agreement when it is obligated to do so shall be deemed to be a willful breach of the Merger Agreement.
Waiver; Amendments
Any provision of the Merger Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of any amendment, by each party of the Merger Agreement or, in the case of a waiver, but each party against whom the waiver is to be effective; provided that after the PLAYSTUDIOS stockholder’s approval has been obtained, there shall be no amendment or waiver that would require the further approval of the PLAYSTUDIOS’ stockholders under the DGCL without such approval having first been obtained.
No failure or delay by any party of the Merger Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.
Fees and Expenses
If the Closing does not occur, each party to the Merger Agreement will be responsible for and pay its own expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including all fees of its legal counsel, financial advisers and accountants, subject to certain exceptions as described in the Merger Agreement. If the Closing occurs, New PLAYSTUDIOS will pay or cause to be paid all accrued and unpaid transaction expenses of PLAYSTUDIOS, and pay or cause to be paid all accrued transaction expenses of Acies or its affiliates (including the Sponsor). Acies and PLAYSTUDIOS will exchange written statements listing all accrued and unpaid transaction expenses not less than three business days prior to the Closing Date.
 
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Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Extraordinary General Meeting.
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Acies entered into the Sponsor Support Agreement with the Sponsor, and PLAYSTUDIOS, a copy of which is attached to this proxy statement/prospectus as Annex B. Pursuant to the Sponsor Support Agreement, Acies and the Sponsor agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby, (ii) that 900,000 Acies Class B ordinary shares held by the Sponsor shall become unvested and subject to forfeiture if certain earnout conditions are not satisfied, (iii) to forfeit, for no consideration, 850,000 Acies Class B ordinary shares held by the Sponsor and 715,000 Acies private placement warrants, (iv) to forfeit additional Acies Class B ordinary shares conditioned on certain redemptions of Acies Class A ordinary shares and (v) not to transfer any Sponsor Lock-Up Securities until the date that is 12 months after the Closing, except that beginning on the date that is 180 days after the Closing, an amount of Sponsor Lock-Up Securities equal to the lesser of (A) 5% of the Sponsor Lock-Up Securities held by each holder of Sponsor Lock-Up Securities and (B) 50,000 Sponsor Lock-Up Securities held by each holder of Sponsor Lock-Up Securities, will no longer be subject to the transfer restrictions (the “Lock-Up Period”), subject to the terms and conditions contemplated by the Sponsor Support Agreement.
The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time (as defined in the Sponsor Support Agreement), (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) the mutual written agreement of PLAYSTUDIOS and the Sponsor, provided the following provisions in certain sections of the Sponsor Support Agreement shall survive termination: (i) the provisions set forth in Section 6(b) related to the provision of tax-related information if the agreement is terminated prior to the Effective Time (as defined in the Sponsor Support Agreement), (ii) the provisions set forth in Sections 8 through 20 and Section 22, (iii) the provisions set forth in Section 4(f) until the latest to occur of (A) the termination of that certain Letter Agreement, dated as of October 22, 2020, by and among the Sponsor and Acies, and (B) the end of the Lock-Up Period and (iv) the provisions set forth in Section 5 until the later to occur of (A) the achievement of the $15.00 Share Price Milestone (as defined in the Sponsor Support Agreement) or (B) the Earnout Expiration Date (as defined in the Sponsor Support Agreement) upon which, in the case of clause (B), any Unvested Shares (as defined in the Sponsor Support Agreement) will be forfeited for no consideration. The Sponsor Support Agreement provides that there is no relief from any liability resulting from a Willful Breach (as defined in the Merger Agreement).
PLAYSTUDIOS Holders Support Agreement
On February 2, 2021, Acies also entered into the PLAYSTUDIOS Holders Support Agreement. Under the PLAYSTUDIOS Holders Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC declaring effective this registration statement, to execute and deliver a written consent with respect to the outstanding shares of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock that are owned by the Key Stockholders and subject to the PLAYSTUDIOS Holders Support Agreements represent (i) a majority of the outstanding voting power of PLAYSTUDIOS preferred stock, voting as a separate class and (ii) a majority of the outstanding voting power of PLAYSTUDIOS common stock and PLAYSTUDIOS preferred stock (on an as converted basis), voting together as a single class.
 
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Pursuant to the PLAYSTUDIOS Holders Support Agreements, PLAYSTUDIOS stockholders also agreed to, among other things, (i) to execute and deliver, or cause to be executed and delivered, all further documents and instruments as Acies may reasonably request to consummate and make effective the transactions contemplated by the PLAYSTUDIOS Holders Support Agreements, and (ii) be bound by and comply with Sections 8.04 (Confidentiality; Publicity) and 8.12 (Exclusivity) of the Merger Agreement (and any relevant definitions contained in any such Sections), subject to the terms of the PLAYSTUDIOS Holders Support Agreements.
The PLAYSTUDIOS Holders Support Agreements will terminate, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time (as defined in the PLAYSTUDIOS Holders Support Agreements), (ii) the date on which the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, (iii) the mutual written consent of Acies, PLAYSTUDIOS and the Key Stockholders, and (iv) the time of any modification, amendment or waiver of the Merger Agreement without the Key Stockholders’ prior written consent, subject to the terms of the PLAYSTUDIOS Holders Support Agreements.
Registration Rights Agreement
At the Closing, New PLAYSTUDIOS, Sponsor, certain former stockholders of PlayStudios, Inc. (the “PLAYSTUDIOS Holders”) and certain other holders will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), a form of which is attached to this proxy statement/prospectus as Annex E, pursuant to which New PLAYSTUDIOS will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New PLAYSTUDIOS common stock and other equity securities of New PLAYSTUDIOS that are held by the parties thereto from time to time. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by Acies, Sponsor and the other parties thereto in connection with Acies’ initial public offering. The Registration Rights Agreement will terminate upon the earlier of (a) the third anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.
Lock-Up
Pursuant to the Proposed Bylaws, after the consummation of the Business Combination, without the prior written consent of the New PLAYSTUDIOS Board of Directors and subject to certain exceptions, the holders of: (i) shares of New PLAYSTUDIOS common stock issued as consideration pursuant to the Mergers, (ii) any PLAYSTUDIOS Options or (iii) shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options, in each case, are restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (collectively, the “PLAYSTUDIOS Lock-Up Securities”). Such restrictions begin at Closing and end on the date that is 12 months after the Closing, except that beginning on the date that is 180 days after the Closing, an amount of PLAYSTUDIOS Lock-Up Securities equal to the lesser of (A) 5% of the PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities and (B) 50,000 PLAYSTUDIOS Lock-Up Securities held by each holder of PLAYSTUDIOS Lock-Up Securities, will no longer be subject to these transfer restrictions. See “Description of New PLAYSTUDIOS Securities—Common Stock—Lock-up Restrictions.”
The Sponsor has agreed to substantially similar restrictions with respect to the Acies Class B ordinary shares and Acies private placement warrants (as well as the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS warrants, respectively, that such securities are convertible into) held by it pursuant to the Sponsor Support Agreement. Following the expiration of these lock-ups, the Sponsor and the PLAYSTUDIOS stockholders will not be restricted from selling the shares of New PLAYSTUDIOS common stock held by them, other than by applicable securities laws. These lock-up restrictions do not apply to any shares of New PLAYSTUDIOS Class A common stock purchased by the PIPE Investors pursuant to the PIPE Subscription Agreements, and the PIPE Investors will not be restricted from selling such shares, other than pursuant to applicable securities laws.
PIPE Subscription Agreements
In connection with the execution of the Merger Agreement, Acies entered into Subscription Agreements with the PIPE Investors, a form of which is attached to this proxy statement/prospectus as Annex D, pursuant
 
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to which the PIPE Investors agreed to purchase, in the aggregate, 25,000,000 shares of New PLAYSTUDIOS Class A common stock at $10.00 per share for an aggregate commitment amount of $250,000,000 (the “Subscribed Shares”). The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreements is conditioned upon (i) there not being a suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, (ii) the satisfaction or waiver of all conditions precedent to the closing set forth in Article 9 of the Merger Agreement (other than those conditions which, by their nature, are to be satisfied at the Closing), (iii) there not being in force any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated thereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated thereby and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition, and (iv) the Subscribed Shares shall be qualified for listing on Nasdaq. In addition, the obligations of the PIPE Investors to consummate the Closing are subject to additional conditions including but not limited to the condition that except to the extent consented in writing by the PIPE Investors, no amendment, modification or waiver of the Merger Agreement shall have occurred that materially and adversely affects the economics of the Subscribed Shares that the PIPE Investors are acquiring pursuant to the Subscription Agreements. The closings under the Subscription Agreements will occur substantially concurrently with the Closing.
The Subscription Agreements provide that Acies is required to file with the SEC, within 30 days after the consummation of the transactions contemplated by the Merger Agreement, a shelf registration statement covering the resale of the shares of New PLAYSTUDIOS common stock to be issued to any such third-party investor and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days after the filing date thereof (or, in the event the SEC notifies Acies that it will “review” the registration statement, the ninetieth (90th) calendar day following the filing date thereof) and (ii) ten (10) business days after the date Acies is notified in writing by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. New PLAYSTUDIOS must use reasonable best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber may be sold without restriction under Rule 144, and (iii) three years from the date of effectiveness of the registration statement.
Additionally, pursuant to the Subscription Agreements, the PIPE Investors agreed to waive any claims that they may have at the Closing (as defined in the Subscription Agreements) or in the future as a result of, or arising out of, the Subscription Agreements with respect to the Trust Account. The Subscription Agreements will terminate, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) the mutual written agreement of Acies and the applicable PIPE Investor, (iii) if the conditions set forth therein are not satisfied or are not capable of being satisfied prior to the Closing and, as a result thereof, the transactions contemplated therein will not be or are not consummated at the Closing, and (iv) August 16, 2021 if the Closing has not occurred by such date.
Background to the Business Combination
Acies is a blank check company incorporated on August 14, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Business Combination was the result of an extensive search for a potential transaction using the network, investing and operating experience of our management team, including our board of directors. The terms of the Merger Agreement were the result of extensive negotiations between Acies and PLAYSTUDIOS (and their respective affiliates). The following is a brief description of the background of these negotiations, the Business Combination and related transactions.
On October 27, 2020, Acies completed its initial public offering of 20,000,000 units, including up to an additional 3,000,000 units subject to the underwriters’ over-allotment option, at a price of $10.00 per unit,
 
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generating gross proceeds of $200,000,000 before transaction costs (including deferred underwriting expenses to be paid upon the completion of Acies’ initial business combination). Each Acies unit consisted of one Acies Class A ordinary share and one-third of one public warrant. Each public warrant entitles the holder thereof to purchase one Acies Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Simultaneously with the closing of its initial public offering, Acies completed the private sale of an aggregate of 4,333,333 private placement warrants, at a price of $1.50 per private placement warrant, to the Sponsor, generating gross proceeds of $6,500,000. The private placement warrants entitle the Sponsor to purchase one Acies Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.
In connection with Acies’ initial public offering, Morgan Stanley & Co. LLC (“Morgan Stanley”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Oppenheimer & Co. Inc. (“Oppenheimer”) acted as underwriters.
Prior to the consummation of its initial public offering, neither Acies, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with Acies.
After the closing of Acies’ initial public offering, and alongside the outreach and pre-letter of intent discussions with PLAYSTUDIOS, Acies assessed and analyzed multiple prospective business combination targets and opportunities, based on strength of business model, defensive characteristics, size, management team and growth prospects, among other factors. Representatives of Acies were contacted by or initiated contact with multiple companies, both directly and through investment banks and other advisors, across the broad technology, entertainment and gaming industries. After reviewing and considering these opportunities, including through direct engagement and discussions with the management team or their advisors, Acies’ management determined that PLAYSTUDIOS offered the most compelling business combination opportunity and entered into the LOI (as defined below), as per the below chronology.
On October 27, 2020, after the closing of Acies’ initial public offering, J.P. Morgan’s M&A financial advisory group and LionTree Advisors (“LionTree”), financial advisors to PLAYSTUDIOS, reached out to Acies regarding a business combination process that J.P. Morgan’s M&A financial advisory group and LionTree were involved in on behalf of PLAYSTUDIOS. J.P. Morgan’s M&A financial advisory group and LionTree made Acies’ management team aware that PLAYSTUDIOS was in the advanced stages of this process and indicated that if Acies wanted to be among the alternatives to be considered by PLAYSTUDIOS, it would need to act quickly. Later, on October 27, 2020, Acies and PLAYSTUDIOS entered into a mutual nondisclosure agreement. After that, on October 27, 2020, certain members of Acies’ management team had a virtual meeting with certain members of PLAYSTUDIOS’ management team, including Mr. Pascal, during which PLAYSTUDIOS’ management team gave a presentation concerning its business to Acies and certain diligence questions were discussed. Certain advisors from J.P. Morgan’s M&A financial advisory group and LionTree were also present at such virtual meeting. Later that day, PLAYSTUDIOS granted Acies access to a virtual data room and sent Acies a draft of a non-binding letter of intent, which included a term sheet to provide the framework for a potential business combination. This term sheet was not a complete document but was intended for initial discussion of terms and structural details.
Andrew Pascal, the Chief Executive Officer of PLAYSTUDIOS, was a co-founder of Acies, an advisor to the Acies’ board of directors and a holder of equity in the Sponsor. At no point prior to October 27, 2020, or thereafter, did Mr. Pascal, in such capacities, attend or participate in any calls or meetings with the Acies Board of Directors or Acies’ management in which the Business Combination or any other potential business combination of Acies was discussed, including the meeting in which the Merger Agreement was approved.
On October 28, 2020, Acies and J.P. Morgan’s M&A financial advisory group and LionTree acting on behalf of PLAYSTUDIOS discussed the key terms in the letter of intent. Over the next several weeks, the parties continued to discuss the terms of the proposed transaction and exchanged multiple drafts of the letter of intent. The principal terms being negotiated were the valuation of PLAYSTUDIOS, the voting power of the shares of the combined company, the cash proceeds to be made available to PLAYSTUDIOS’ equityholders and to the combined company following the closing of the transaction, the restructuring of the Sponsor's shares of Acies Class B ordinary shares and the Sponsor’s private placement warrants, the
 
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forfeiture of the Sponsor’s shares of Acies Class B ordinary shares and the Sponsor’s private placement warrants, the general lock-up terms for the Sponsor and PLAYSTUDIOS’ equityholders, the cash on the balance sheet of the combined company and mutual exclusivity.
On October 30, 2020, Acies held a diligence call with certain members of PLAYSTUDIOS’ management team. Acies and J.P. Morgan’s M&A financial advisory group and LionTree acting on behalf of PLAYSTUDIOS further discussed key terms in the letter of intent. Later that day, Acies had a meeting with a third-party industry expert to discuss the social casino industry.
On November 2, 2020, Acies continued its discussions with J.P. Morgan’s M&A financial advisory group and LionTree, acting on behalf of PLAYSTUDIOS regarding the valuation of PLAYSTUDIOS and other terms of the proposed combination. Later, on November 2, 2020, the Acies Board of Directors held a virtual meeting to review Acies’ completion of its initial public offering and to discuss PLAYSTUDIOS.
On November 3, 2020, Acies continued discussions with J.P. Morgan’s M&A financial advisory group and LionTree acting on behalf of PLAYSTUDIOS regarding the valuation of PLAYSTUDIOS and other terms of the proposed combination. Later, on November 3, 2020, Acies had a discussion with Morgan Stanley regarding the possible business combination transaction with PLAYSTUDIOS and the possibility of raising capital through a private investment in public equity (“PIPE Investment”).
On November 4, 2020, Acies held a diligence call with Mr. Pascal and certain other members of the PLAYSTUDIOS’ management team. Later, on November 4, 2020, Acies had a discussion with Morgan Stanley regarding the social casino industry, the valuation of PLAYSTUDIOS and the PIPE Investment.
On November 5, 2020, the Acies Board of Directors had a virtual meeting to discuss PLAYSTUDIOS and the terms of Acies’ potential letter of intent submission to PLAYSTUDIOS. After such meeting, on November 5, 2020, Acies submitted its letter of intent to PLAYSTUDIOS’ advisors that included a portion of the consideration payable to PLAYSTUDIOS’ equityholders based on an earnout.
On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, Acies consummated the sale of an additional 1,525,000 Acies units, at $10.00 per unit, generating gross proceeds of $15,250,000. Simultaneously with the partial exercise of the over-allotment option, Acies consummated the sale of an additional 203,334 private placement warrants, at $1.50 per private placement warrant, generating gross proceeds of $305,000.
Over the next several weeks, Acies continued to perform diligence on a potential business combination with PLAYSTUDIOS. Acies and its representatives held numerous virtual meetings, phone calls and working sessions with PLAYSTUDIOS and its representatives concerning the letter of intent, diligence, and other commercial and legal matters. The parties continued the negotiation of, among other things, the restructuring of the Sponsor’s equity interest in Acies, and the forfeiture of Mr. Pascal’s interest in the Sponsor, including his interest in related Acies Class A ordinary shares.
On November 25, 2020, Acies’ senior management updated the Acies Board of Directors on the status of the negotiation of the letter of intent with PLAYSTUDIOS, including an update on certain key terms, such as the super-voting shares of the combined company to be given to Mr. Pascal and the forfeiture of the Sponsor’s Acies Class B ordinary shares and private placement warrants.
On December 16, 2020, PLAYSTUDIOS stated to Acies that its board of directors approved PLAYSTUDIOS entering into a letter of intent with Acies with respect to a potential business combination. On December 17, 2020, Acies and PLAYSTUDIOS discussed the timing of the approval of such letter of intent by the Acies Board of Directors and also began discussions regarding timeline and strategy for the PIPE Investment.
On December 18, 2020, representatives of Acies, including certain members of Acies’ management team, and representatives of PLAYSTUDIOS, including certain members of PLAYSTUDIOS’ management team, discussed the timing, documents and other requirements for the potential business combination.
On December 20, 2020, Acies and Morgan Stanley had another discussion regarding the social casino industry, PLAYSTUDIOS as a prospective public company, and the PIPE Investment.
 
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On December 21, 2020, the Acies Board of Directors held a meeting and approved Acies entering into a letter of intent with PLAYSTUDIOS with respect to a potential business combination.
Effective as of December 21, 2020, Mr. Fetters and Mr. King, each on behalf of Acies, and Mr. Pascal, on behalf of PLAYSTUDIOS, executed the agreed final version of the non-binding letter of intent (the “LOI”) regarding a potential business combination transaction (subject to due diligence and negotiation of definitive agreements) involving Acies and PLAYSTUDIOS, which reflected a pre-transaction enterprise value for PLAYSTUDIOS of $1.158 billion, defined as $1.041 billion equity value at closing to PLAYSTUDIOS’ equityholders, less $33 million projected PLAYSTUDIOS’ cash, plus an earnout to PLAYSTUDIOS’ equity holders of 15 million shares of the combined company’s common stock. Pursuant to the LOI, the $1.041 billion equity value at closing will be payable in (a) at least 89.1 million shares of the combined company’s common stock to PLAYSTUDIOS’ equityholders, and (b) up to $150 million of cash paid to PLAYSTUDIOS’ equityholders, subject to available cash (with payments of cash translating to the number of shares based on an assumed value of $10.00 per share). The earnout of 15 million shares of the combined company’s common stock is payable in two equal tranches if the closing price of the listed shares of the combined company exceeds $12.50 and $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the closing of the business combination and ending no later than the five-year anniversary of the closing (the earnout shares will also vest based on the price targets in connection with a sale of the combined company). Pursuant to the LOI, Acies would adopt (i) an equity incentive plan for incentive equity issuances after Closing, with a pool representing 10% of the combined company’s common stock immediately following the Closing and (ii) an employee stock purchase plan to be in effect following the Closing with a pool representing 2% of the combined company’s common stock immediately following the Closing. Pursuant to the LOI, the parties would also establish a $5 million cash incentive pool for which certain PLAYSTUDIOS employees may participate (such individuals and the allocation to be determined by the chief executive officer of PLAYSTUDIOS in the chief executive officer’s sole discretion). Pursuant to the LOI, $2.5 million of the cash being made available to the combined company will be allocated for charitable purposes to be determined by PLAYSTUDIOS.
Pursuant to the LOI, the Sponsor would forfeit 850,000 of its Acies Class B ordinary shares and 715,000 of its private placement warrants at the Closing. These amounts would include the forfeiture by Mr. Pascal of the entirety of his owned Acies Class B ordinary shares and private placement warrants. In addition, the Sponsor would forfeit up to an additional 807,188 of its Acies Class B ordinary shares at Closing, subject to certain conditions being met. The LOI also contemplated that the Sponsor would subject 900,000 of its Acies Class B ordinary shares to certain vesting conditions at Closing. Such shares would vest in two equal tranches if the closing price of the listed shares of the combined company exceeds $12.50 and $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the Closing of the business combination and ending no later than the five-year anniversary of the Closing (such shares will also vest based on the price targets in connection with a sale of the combined company).
Pursuant to the LOI, the shares of the combined company’s common stock to be issued to Mr. Pascal (and certain related persons and vehicles) would be a special class of high vote stock entitling him to 20 votes per share, compared to one vote per share for the listed shares of the combined company’s common stock.
The LOI contemplated that the closing of the proposed business combination would be conditioned on customary closing conditions, including (i) the completion of any required stock exchange and regulatory review by the SEC and Nasdaq, receipt of any required regulatory approvals, and expiration of any waiting periods under the HSR Act, (ii) approval by Acies’ shareholders of the proposed business combination and related matters, (iii) no “material adverse effect” ​(to be defined in the Merger Agreement) following the date of signing the Merger Agreement (in the case of PLAYSTUDIOS’ obligation, with respect to Acies, and in the case of Acies’ obligation, with respect to PLAYSTUDIOS), (iv) Acies having at least $5,000,001 in tangible net assets and (v) in the case of PLAYSTUDIOS’ obligation to close the business combination, there being at least $200 million available for use as cash consideration, working capital and general corporate purposes and for the payment of transaction expenses.
Pursuant to the LOI, the parties agreed that the combined company’s board of directors at closing would consist of up to seven members, with one member to be the chief executive officer of PLAYSTUDIOS, one member to be nominated by the Sponsor and the remainder to be nominated by PLAYSTUDIOS.
 
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Pursuant to the LOI, each of PLAYSTUDIOS and Acies agreed to be subject to an exclusivity period from the date of the LOI until January 31, 2021 (which would be extended to February 15, 2021 if PLAYSTUDIOS and Acies are using good faith to work towards definitive agreements as of such time (the “Exclusivity Period”)). During the Exclusivity Period, each of PLAYSTUDIOS, on the one hand, and Acies, on the other hand, would not and would direct its representatives acting on its behalf not to, solicit or initiate or enter into discussions, negotiations or transactions with, or knowingly encourage, or provide any information to, any other special purpose acquisition company other than Acies (in the case of PLAYSTUDIOS) or from any other potential target company other than PLAYSTUDIOS (in the case of Acies) concerning any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with any other special purpose acquisition company other than Acies (in the case of PLAYSTUDIOS) or from any other potential target company other than PLAYSTUDIOS (in the case of Acies).
On December 21, 2020, representatives of Latham & Watkins were provided with access to a virtual data room of PLAYSTUDIOS and began conducting a legal due diligence review of certain of the materials contained therein, including information and documents relating to: governance matters (including the organizational documents of PLAYSTUDIOS and minutes of the PLAYSTUDIOS’ board of directors), third party arrangements with customers and suppliers, intellectual property owned or used by PLAYSTUDIOS, real property, employee compensation and benefits, labor and employment matters and other regulatory and compliance matters.
On December 21, 2020, representatives of Acies and representatives of PLAYSTUDIOS met to perform diligence on PLAYSTUDIOS’ existing games.
On December 22, 2020, representatives of Acies and representatives of PLAYSTUDIOS met to perform diligence on PLAYSTUDIOS’ new game launches and PLAYSTUDIOS’ platform, including its loyalty rewards program. On December 22, 2020, representatives of PLAYSTUDIOS, and representatives of Acies, held a telephone conference call to discuss certain process matters regarding the preparation of definitive transaction documents, legal due diligence, the PIPE Investment and related work streams, including the anticipated timeline discussed by the parties in connection with the execution of the LOI, which contemplated that signing and announcement of the proposed transaction would occur in the end of January 2021 or the first half of February 2021. Over the next several weeks, Acies held numerous virtual meetings and phone calls with its advisors and with PLAYSTUDIOS and PLAYSTUDIOS’ advisors regarding the PIPE Investment process, timing and terms.
Beginning on December 22, 2020, Acies had discussions with KPMG about engaging them to perform tax and financial due diligence review of PLAYSTUDIOS and provided KPMG with materials related thereto. On January 12, 2021, Acies and KPMG formally entered into an engagement letter.
On December 23, 2020, representatives of PLAYSTUDIOS held a legal and accounting due diligence call with representatives of Acies covering initial legal and accounting due diligence questions and requests.
Over the next several weeks, representatives of Acies, and representatives of PLAYSTUDIOS had additional conversations and e-mail exchanges regarding follow-up questions and requests arising from matters discussed on the accounting and legal due diligence call, and other matters arising over the course of Acies’ and its representatives’ respective review of PLAYSTUDIOS’ written responses to their initial and supplemental due diligence requests and of the other due diligence materials provided in the virtual data room or via e-mail, including pursuant to conference calls held among representatives of Acies and PLAYSTUDIOS.
On December 29, 2020 and December 30, 2020, representatives of PLAYSTUDIOS, including representatives of Davis Polk, J.P. Morgan’s M&A financial advisory group, LionTree and PLAYSTUDIOS’ management team, held a meeting via video teleconference with representatives of Acies, including representatives of Latham & Watkins, Morgan Stanley, J.P. Morgan’s equity capital markets group, LionTree and Acies’ management team, to discuss the timeline and process for the PIPE Investment.
On January 6, 2021, Acies entered into a letter agreement with J.P. Morgan, LionTree, Morgan Stanley and Oppenheimer for private placement agent services related to the PIPE Investment.
 
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On January 6, 2021, representatives of Latham & Watkins, on behalf of Acies, sent to representatives of Davis Polk, on behalf of PLAYSTUDIOS, an initial draft of the form of Subscription Agreement related to the PIPE Investment, based on the terms of the LOI, as updated by subsequent discussions, pursuant to which the PIPE Investors would agree to purchase shares of Acies ordinary shares at $10.00 per share, and each such purchase would be consummated substantially concurrently with the closing of the proposed business combination, subject to the terms and conditions set forth therein.
During three weeks beginning on January 7, 2021, representatives of J.P. Morgan’s equity capital markets group, LionTree, Morgan Stanley and Oppenheimer, each in their capacity as a placement agent for the PIPE Investment, on behalf of Acies, began contacting a limited number of potential PIPE Investors to discuss PLAYSTUDIOS, the proposed business combination and the PIPE Investment and to determine such investors’ potential interest in participating in a $200 million PIPE Investment. Over the course of the following three weeks, Acies was successful in obtaining private placement commitments of $250 million.
On January 12, 2021, representatives of Davis Polk, on behalf of PLAYSTUDIOS, sent to representatives of Latham & Watkins, on behalf of Acies, a revised draft of the form of Subscription Agreement, which was subsequently forwarded to representatives of the placement agents for the PIPE Investment. The parties continued to negotiate the terms of the Subscription Agreements over the course of the following weeks, exchanging multiple drafts thereof. The principal terms being negotiated during such time related to, among other things, the terms and conditions of any registration rights to be granted to the PIPE Investors pursuant to the Subscription Agreements.
On January 13, 2021, representatives of Davis Polk, on behalf of PLAYSTUDIOS, sent to representatives of Latham & Watkins, on behalf of Acies, an initial draft of the Merger Agreement based on the terms of the LOI, as updated by subsequent discussions, which contemplated, among other things, that Acies would domesticate as a Delaware corporation in connection with and as of immediately prior to the consummation of the Merger. The final documentation, including with respect to transaction structure, mechanics relating to the treatment in the Mergers of certain of Acies’ outstanding securities, restrictions on the conduct of PLAYSTUDIOS’ and Acies’ respective businesses between signing and closing, obligations of the parties with respect to delivery of required approvals and preparation and submission of required filings, representations and warranties by each of the parties, certain conditions to closing and termination rights of the parties, and certain other terms and conditions, the details of which were not fully addressed in the LOI, required additional negotiation by the parties.
Between January 13 and January 31, 2021 representatives of each of Acies, PLAYSTUDIOS, Latham & Watkins and Davis Polk met telephonically and exchanged emails and revised drafts of the Merger Agreement and various other agreements contemplated by the Merger Agreement.
Beginning on January 14, 2021, Acies began discussions with Houlihan Lokey about engaging them to render a fairness opinion with respect to the proposed business combination, and provided them with materials related thereto. On January 29, 2021, Acies and Houlihan Lokey formally entered into an engagement letter.
Between January 22, 2021 and January 25, 2021, representatives of Acies, including members of its management, had diligence calls with MGM Resorts International and other key suppliers of PLAYSTUDIOS to discuss such supplier’s relationship with PLAYSTUDIOS.
On January 29, 2021, Latham sent to Davis Polk a draft of a letter agreement (the “Forfeiture Agreement”) whereby Mr. Pascal would agree to forfeit his entire equity interest in the Sponsor, including his interest in related Acies Class A ordinary shares, for no consideration, contingent upon the closing of the proposed business combination.
On January 30, 2021 and January 31, 2021, members of Acies’ senior management met with one of the members of the Acies Board of Directors to discuss the proposed transaction. The entire Acies Board of Directors then met on January 31, 2021 to further consider the proposed transaction. At the invitation of the Acies Board of Directors, members of Acies’ senior management and representatives of Acies’ legal and financial advisors also attended the meeting. Latham & Watkins reviewed with the Acies Board of Directors their fiduciary duties in the context of the proposed transaction. Latham & Watkins then summarized the
 
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material terms of the proposed form of the Merger Agreement, including, among other things the Aggregate Merger Consideration. Mr. Pascal did not attend or otherwise participate in any of these meetings.
In making a determination to support providing Mr. Pascal (and certain related persons and vehicles) with high vote stock entitling him to 20 votes per share, compared to one vote per share for the listed shares of the combined company’s common stock, the Acies Board of Directors considered that: (i) the right to 20 votes per share converts to a right to one vote per share upon a transfer of shares to an unaffiliated third party and (ii) all of Mr. Pascal’s super-voting rights will expire following Mr. Pascal’s death or disability (subject to certain extensions approved by the combined company’s board of directors) or if Mr. Pascal, collectively with certain other permitted holders of the combined company’s Class B common stock, collectively cease to beneficially own at least twenty percent (20%) of the number of shares of collectively held by Mr. Pascal and certain other permitted holders as of the effective date of the proposed business combination. The Acies Board of Directors considered the importance to the success of the combined company of the high vote stock, which would support Mr. Pascal’s ability to lead the combined company in the pursuit of its long-term vision and strategy, and that this would benefit the interests of the Acies shareholders and New PLAYSTUDIOS stockholders after the closing of the transaction.
Later that day on January 31, 2021, the Acies Board of Directors held another special board meeting via video conference to discuss the proposed business combination with PLAYSTUDIOS, commitments and support from existing and prospective stockholders and the terms of the definitive agreements. At the request of the Acies Board of Directors, Houlihan Lokey then reviewed and discussed its financial analyses with respect to PLAYSTUDIOS and the proposed business combination. Thereafter, at the request of the Acies Board of Directors, Houlihan Lokey orally rendered its opinion to the Acies Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Acies Board of Directors dated January 31, 2021), as to the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in connection with the proposed business combination. Following the discussions, the Acies Board of Directors unanimously voted in favor of proceeding with the proposed business combination with PLAYSTUDIOS, as well as the PIPE Investment and approved the Merger Agreement, the Subscription Agreements and the other agreements and transactions contemplated as part of the proposed business combination. In approving the transactions, the Acies Board of Directors, among other things, determined that the aggregate fair market value of the proposed business combination was at least 80% of the assets held in the trust account. Mr. Pascal did not attend or otherwise participate in this meeting.
On February 1, 2021, the parties entered into the Merger Agreement and Acies entered into the Subscription Agreements for the PIPE Investment. Substantially concurrently, Acies, the Sponsor and PLAYSTUDIOS also entered into the Sponsor Agreement and Mr. Pascal and the Sponsor entered into the Forfeiture Agreement. On February 1, 2021, Acies and PLAYSTUDIOS issued a press release announcing the Business Combination. On February 2, 2021, Acies, PLAYSTUDIOS and certain equityholders of PLAYSTUDIOS entered into the PLAYSTUDIOS Holders Support Agreements.
Acies Board of Directors’ Reasons for the Business Combination
Acies was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the Acies Board of Directors consulted with Acies’ management, Latham & Watkins LLP as legal advisors and Houlihan Lokey as financial advisors, and considered the general criteria and guidelines that Acies believed would be important in evaluating prospective target businesses as described in the prospectus for Acies’ initial public offering. The Acies Board of Directors also considered that they could enter into a business combination with a target business that does not meet those criteria and guidelines. In the prospectus for its initial public offering, Acies stated that it intended to focus primarily on acquiring a company or companies with the following criteria and guidelines including but not limited to:

Highly defensible business models with a sustainable competitive advantage.   A tailored, highly differentiated or unique consumer experience that builds on a sense of wonder, community and shared values engenders enduring consumer loyalty and repeat customer demand. It is our belief these
 
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attributes create the most defensible business models, sustain a competitive advantage and market position, create attractive growth and cash flow profiles, and so generate shareholder value;

Disruptive business models with strong secular growth.   Many categories (in particular, mobile entertainment) are experiencing unprecedented growth due to strong underlying consumer demand and liberalizing regulations. These companies’ rapid growth, and prospective scale, lead them to be natural public entities, whereon new avenues of growth and capital will be opened to fund organic initiatives and pursue transformative or bolt-on acquisitions;

Dislocated valuations within fundamentally strong sectors and businesses.   Live entertainment sectors have been temporarily disrupted due to COVID-19, but otherwise possess fundamentally sound long-term business plans. We believe there exists an opportunity to provide equity capital to privately owned companies, or public companies through the carve-out of a division, at attractive valuations;

Strong management that would benefit from Acies’ extensive and diverse expertise.   We believe our operating expertise and expansive network access has the potential to drive incremental value to even those currently strong management teams, resulting in improvements to operational and financial performance;

Founder-owner monetization, corporate carve-outs and private equity exits.   Special purpose acquisition company transactions are a proven path for owners to monetize their holdings through an upfront liquidity event with ongoing participation, and present many compelling features not otherwise replicable in an IPO or sale;
In considering the Business Combination, the Acies Board of Directors determined that the Business Combination was an attractive business opportunity that met the vast majority of the criteria and guidelines above, although not weighted or in any order of significance. On January 31, 2021, the Acies Board of Directors (i) approved the Merger Agreement and related transaction agreements and the transactions contemplated thereby, (ii) determined that the Business Combination is in the best interests of Acies and its shareholders, and (iii) recommended that Acies’ shareholders approve and adopt the Business Combination. In evaluating the Business Combination and making these determinations and this recommendation, the Acies Board of Directors consulted with Acies’ senior management and considered a number of factors. This explanation of Acies’ reasons for the Acies Board of Directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.” In particular, the Acies Board of Directors considered, among other things, the following factors, although not weighted or in any order of significance:

PLAYSTUDIOS and the Business Combination.   The Acies Board of Directors considered the following factors related to PLAYSTUDIOS and the Business Combination:

High-Growth Industry.   The global games market is substantial and growing rapidly. According to Newzoo, the global games market is estimated to grow to $217.9 billion by 2023, up from $138.8 billion in 2018, representing a 9% CAGR from 2018 to 2023. While the global games market as a whole is growing rapidly, the mobile gaming market has outpaced the broader industry’s growth. According to Newzoo, mobile games was a $86.3 billion market in 2020 and represented the largest and fastest-growing segment of the global games market, growing at 26% in 2020. The proliferation of smartphones has been a key driver of this growth. According to Newzoo, in 2020 there were an estimated 3.6 billion smartphone users globally, growing at a rate of 8% compared to the prior year, creating an increasingly large market for game developers to target.

Unique and defensible business model.   PLAYSTUDIOS was named a top 30 U.S.-headquartered mobile app publisher for 2021 and a top 30 Americas-headquartered mobile app publisher for 2020, in each case, measured by worldwide combined revenue through the Apple App Store and Google Play platforms for 2020 and 2019, as estimated by App Annie, a mobile data and analytics provider. Furthermore, PLAYSTUDIOS offers a one-of-a-kind loyalty platform that lets players earn real-world rewards from a curated collection of over 80 awards partners representing more than 275 brands. As of December 31, 2020, the PLAYSTUDIOS community has exchanged in-game loyalty points for over 10 million rewards with a retail value of nearly
 
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$500 million. The loyalty platform drives growth in PLAYSTUDIOS’ existing portfolio of games, reduces the risk for new game launches, and supports acquisitions of other games.

Extraordinary User Engagement.   PLAYSTUDIOS has developed a product offering to players that has proven engaging. Their games have been downloaded over 100 million times and were played by over 4.3 million monthly active users for the nine months ended September 30, 2020.

Significant Revenue and Earnings Growth Potential.   PLAYSTUDIOS’ platform has enabled it to achieve an attractive financial profile, characterized by strong existing growth. From 2018 to 2019, PLAYSTUDIOS achieved an annual consolidated revenue growth rate of 22.5%, from $195.5 million for the year ended December 31, 2018 to $239.4 million for the year ended December 31, 2019. Acies believes that PLAYSTUDIOS is well positioned to continue its dynamic growth trajectory.

Experienced and Motivated Management Team.   PLAYSTUDIOS is a founder-driven business led by its chief executive officer, Andrew Pascal. Mr. Pascal’s vision for the company and the competitive gaming industry at large is unique and difficult to duplicate given PLAYSTUDIOS’ proprietary technology and unique positioning. Mr. Pascal has further surrounded himself with a leadership team of entrepreneurs, product leaders, technologists, game designers, data scientists, and loyalty marketers who bring decades of experience, and a shared commitment to assembling teams and building quality products.

Best Available Opportunity.   The Acies Board of Directors determined, after a thorough review of other business combination opportunities reasonably available to Acies, that the proposed Business Combination represents the best potential business combination for Acies based upon the process utilized to evaluate and assess other potential acquisition targets, and the Acies Board of Directors belief that such processes had not presented a better alternative. In particular, the Acies Board of Directors considered the following factors in its determination:

Continued Ownership By Sellers.   The Acies Board of Directors considered that PLAYSTUDIOS’ existing equityholders would be receiving a significant amount of New PLAYSTUDIOS’ common stock as its consideration and that 100% of the existing equityholders of PLAYSTUDIOS are “rolling over” all or substantial portion of their existing equity interests into equity interests in New PLAYSTUDIOS which would represent approximately 60.9% of the pro forma ownership of the combined company after Closing, assuming none of Acies’ current public shareholders exercise their redemption rights in connection with the Business Combination.

Further, all of the proceeds to be delivered to the combined company in connection with the Business Combination (including from Acies’ Trust Account and from the PIPE Investment), are expected to remain on the balance sheet of the combined company after Closing in order to fund PLAYSTUDIOS’ existing operations and support new and existing growth initiatives, and are not anticipated to be used to effect any additional repurchase, redemption or other acquisition of outstanding shares of Acies’ common stock for at least the first six months after Closing. The Acies Board of Directors considered this as a strong sign of confidence in New PLAYSTUDIOS following the Business Combination and the benefits to be realized as a result of the Business Combination.

Investment by Third-Parties.   The Acies Board of Directors considered that third parties, including top-tier institutional investors, are investing $250 million in the combined company, in each case, pursuant to their participation in the PIPE Investment. The Acies Board of Directors considered this another strong sign of confidence in New PLAYSTUDIOS following the Business Combination and the benefits to be realized as a result of the Business Combination.

Results of Due Diligence.   The Acies Board of Directors considered the scope of the due diligence investigation conducted by Acies’ senior management and outside advisors, and evaluated the results thereof and information available to it related to PLAYSTUDIOS, including:

extensive virtual meetings and calls with PLAYSTUDIOS’ management team regarding its operations, projections and the proposed transaction; and review of materials related to PLAYSTUDIOS and its business, made available by PLAYSTUDIOS, including financial statements, material contracts, key metrics and performance indicators, benefit plans, employee
 
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compensation and labor matters, intellectual property matters, real property matters, information technology, privacy and personal data, litigation information, environmental matters and other regulatory and compliance matters, and other legal and business diligence.

the financial analysis reviewed by Houlihan Lokey with the Acies Board of Directors as well as the oral opinion of Houlihan Lokey rendered to the Acies Board of Directors on January 31, 2021 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Acies Board of Directors dated January 31, 2021), as to the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in the First Merger pursuant to the Agreement

Terms of the Merger Agreement.   The Acies Board of Directors reviewed and considered the terms of the Merger Agreement and the related agreements including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements. See “Business Combination Proposal” for detailed discussions of the terms and conditions of these agreements.

The Role of the Independent Directors.   In connection with the Business Combination, Acies’ independent directors, Zach Leonsis, Brisa Trinchero, Andrew Zobler and Sam Kennedy, evaluated the proposed terms of the Business Combination, including the Merger Agreement and the related agreements, and unanimously approved, as members of the Acies Board of Directors, the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.
The Acies Board of Directors also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

Potential Inability to Complete the Mergers.   The Acies Board of Directors considered the possibility that the Business Combination may not be completed and the potential adverse consequences to Acies if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing, including due to closing conditions primarily outside of the control of the parties to the transaction (such as the need for stockholder and antitrust approval). The Merger Agreement and the Sponsor Support Agreement each also include exclusivity provisions that prohibit Acies, the Sponsor and certain of their respective affiliates from soliciting other initial business combination proposals on behalf of Acies, which restricts Acies’ ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.
In addition, the Acies Board of Directors considered the risk that the current public shareholders of Acies would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to New PLAYSTUDIOS following the consummation of the Business Combination. Although the consummation of the Mergers is conditioned upon satisfaction of the Minimum Cash Condition, which is for the sole benefit of PLAYSTUDIOS, this condition will be satisfied at Closing regardless of any exercise by Acies’ current public shareholders of their redemption rights, due to the size of the PIPE Investment. Further, the Acies Board of Directors considered the risk that current public shareholders would exercise their redemption rights is mitigated because PLAYSTUDIOS will be acquired at an attractive aggregate purchase price.

PLAYSTUDIOS’ Business Risks.   The Acies Board of Directors considered that Acies shareholders would be subject to the execution risks associated with New PLAYSTUDIOS if they retained their public shares following the Closing, which were different from the risks related to holding public shares of Acies prior to the Closing. In this regard, the Acies Board of Directors considered that there were risks associated with successful implementation of New PLAYSTUDIOS’ long-term business plan and strategy and New PLAYSTUDIOS realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control such as the potential negative impact, including the potential impact of the COVID-19 pandemic and related macroeconomic uncertainty. The Acies Board of Directors considered that the failure of
 
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any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Acies shareholders may not fully realize these benefits to the extent they expected to retain the public shares following the completion of the Business Combination. For additional description of these risks, please see “Risk Factors.”

Post-Business Combination Corporate Governance.   The Acies Board of Directors considered the corporate governance provisions of the Merger Agreement and the Proposed Organizational Documents, and the effect of those provisions on the governance of the Company following the Closing. In particular, they considered the effect of the voting right of the different classes of stock and that the parties have not entered into any agreement in respect of the composition of the New PLAYSTUDIOS Board of Directors after the Closing, except for the parties’ respective rights to designate the initial director nominees. See “Business Combination Proposal—Merger Agreement” for detailed discussions of the terms and conditions of the Merger Agreement.
Given that the existing equityholders of PLAYSTUDIOS will collectively control shares representing a majority of New PLAYSTUDIOS’ total outstanding shares of common stock upon completion of the Business Combination, and that the New PLAYSTUDIOS Board of Directors will be declassified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing equityholders of PLAYSTUDIOS may be able to elect future directors and make other decisions (including approving certain transactions involving New PLAYSTUDIOS and other corporate actions) without the consent or approval of any of Acies’ current shareholders, directors or management team. See “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents.

Limitations of Review.   The Acies senior management and Acies’ outside counsel reviewed only certain materials in connection with their due diligence review of PLAYSTUDIOS. Accordingly, the Acies Board of Directors considered that Acies may not have properly valued such business.

No Survival of Remedies for Breach of Representations, Warranties or Covenants of PLAYSTUDIOS.    The Acies Board of Directors considered that the terms of the Merger Agreement provide that Acies will not have any surviving remedies against PLAYSTUDIOS or its equityholders after the Closing to recover for losses as a result of any inaccuracies or breaches of the PLAYSTUDIOS representations, warranties or covenants set forth in the Merger Agreement. As a result, Acies, shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of PLAYSTUDIOS prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The Acies Board of Directors determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current equityholders of PLAYSTUDIOS will be, collectively, the majority equityholders in New PLAYSTUDIOS.

Litigation.   The Acies Board of Directors considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

Fees and Expenses.   The Acies Board of Directors considered the fees and expenses associated with completing the Business Combination.

Diversion of Management.   The Acies Board of Directors considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on PLAYSTUDIOS’ business.
In addition to considering the factors described above, the Acies Board of Directors also considered that:

Interests of Acies’ Directors and Executive Officers.   Acies’ directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and may be different from, the interests of Acies’ shareholders, as described in the section entitled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination.” However, Acies Board of Directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for Acies’ initial public offering and are
 
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included in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Acies with any other target business or businesses, and (iii) Acies’ directors and executive officers hold equity interests in Acies with value that, after the Closing, will be based on the future performance of New PLAYSTUDIOS’ common stock. In addition, Acies’ independent directors reviewed and considered these interests and the interests that Mr. Pascal had and would forfeit in the Sponsor during their evaluation of the Business Combination and in unanimously approving, as members of the Acies Board of Directors, the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.
Based on its review of the forgoing considerations, the Acies Board of Directors concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects Acies shareholders will receive as a result of the Business Combination. The Acies Board of Directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.
The preceding discussion of the information and factors considered by the Acies Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Acies Board of Directors. In view of the complexity and wide variety of factors considered by the Acies Board of Directors in connection with its evaluation of the Business Combination, the Acies Board of Directors did not consider it practical, nor did it attempt, to quantify, rank or otherwise assign relative weights to the different factors that it considered in reaching its decision. In addition, in considering the factors described above, individual members of the Acies Board of Directors may have given different weight to different factors. The Acies Board of Directors considered this information as a whole and overall considered the information and factors to be favorable to, and in support of, its determinations and recommendations.
This explanation of the Acies Board of Directors’ reasons for its approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”
Opinion of the Financial Advisor to Acies
On January 31, 2021, Houlihan Lokey Capital orally rendered its opinion to the Acies Board of Directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Acies Board of Directors dated January 31, 2021), as to the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in the First Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the Acies Board of Directors (in its capacity as such) and only addressed the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in the First Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the transaction contemplated thereby or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Acies Board of Directors, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Business Combination and the related transactions, including, without limitation, whether holders of Acies Class A ordinary shares should redeem their shares or whether any party should participate in the PIPE Investment.
In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

reviewed a draft, dated January 26, 2021, of the Merger Agreement;

reviewed certain publicly available business and financial information relating to Acies and PLAYSTUDIOS that Houlihan Lokey deemed to be relevant;
 
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reviewed certain information relating to the historical, current and future operations, financial condition and prospects of PLAYSTUDIOS made available to Houlihan Lokey by PLAYSTUDIOS and Acies, including financial projections prepared by the management of PLAYSTUDIOS relating to PLAYSTUDIOS (the “Projections”);

spoke with certain members of the managements of Acies and PLAYSTUDIOS and certain of their respective representatives and advisors regarding the business, operations, financial condition and prospects of PLAYSTUDIOS, the Transactions and related matters;

compared the financial and operating performance of PLAYSTUDIOS with that of companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant;

considered the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant; and

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.
Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, at Acies’ direction, Houlihan Lokey assumed that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of PLAYSTUDIOS as to the future financial results and condition of PLAYSTUDIOS. At Acies’ direction, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate PLAYSTUDIOS and the Transactions and Houlihan Lokey, at Acies’ direction, used and relied upon the Projections for purposes of its analyses and opinion. In reaching its conclusions, Houlihan Lokey did not rely upon a discounted cash flow analysis of PLAYSTUDIOS, because as Acies advised Houlihan Lokey, long-term forecasts with respect to the future financial performance of PLAYSTUDIOS reflecting the best currently available estimates and judgments of the management of PLAYSTUDIOS were available only for the years ending December 31, 2021 and 2022. Houlihan Lokey expressed no view or opinion with respect to the Projections or the assumptions on which they were based. For purposes of its financial analyses and opinion, with Acies’ consent, Houlihan Lokey (i) did not perform any financial analyses to evaluate the value of Acies or to derive valuation references ranges for any shares of Acies for purposes of comparison with the Aggregate Closing Merger Consideration or otherwise, and (ii) assumed that the value of each share of New PLAYSTUDIOS common stock (including, without limitation, each share of New PLAYSTUDIOS Class A common stock and each share of New PLAYSTUDIOS Class B common stock was equal to the original issue price per Acies Class A ordinary share (which Acies advised Houlihan Lokey was $10.00 per share), notwithstanding the different voting rights and other non-financial terms of such shares that could impact their value. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of PLAYSTUDIOS or Acies since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. In addition, at Acies’ direction Houlihan Lokey assumed that, based on the stated value per share of Acies ordinary shares of $10.00 set forth in the Merger Agreement, the aggregate value of the Aggregate Closing Merger Consideration was equal to $1,041,000,000, less (i) the aggregate amount payable in the First Merger in respect of options to purchase PLAYSTUDIOS common stock, and (ii) the aggregate implied value of the warrants to purchase shares of New PLAYSTUDIOS common stock issued in the First Merger in exchange for warrants to purchase shares of PLAYSTUDIOS capital stock.
Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Transactions would be satisfied without waiver thereof, and (d) Transactions would be consummated in a timely manner in accordance with
 
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the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed, with Acies’ consent, that the First Merger and the Second Merger, taken together, would qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Transactions would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transactions would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of PLAYSTUDIOS or Acies, or otherwise have an effect on the Transactions, PLAYSTUDIOS or Acies or any expected benefits of the Transactions that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.
Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Acies, PLAYSTUDIOS or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Acies or PLAYSTUDIOS was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Acies or PLAYSTUDIOS was or may have been a party or was or may have been subject.
Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. As Acies was aware, the credit, financial and stock markets had been experiencing unusual volatility and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on the Transactions, and its opinion did not purport to address potential developments in any such markets. Furthermore, as Acies was aware, there was significant uncertainty as to the potential direct and indirect business, financial, economic and market implications and consequences of the spread of the coronavirus and associated illnesses and the actions and measures that countries, central banks, international financing and funding organizations, stock markets, businesses and individuals may take to address the spread of the coronavirus and associated illnesses including, without limitation, those actions and measures pertaining to fiscal or monetary policies, legal and regulatory matters and the credit, financial and stock markets (collectively, the “Pandemic Effects”), and the Pandemic Effects could have a material impact on Houlihan Lokey’s analyses and opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion.
Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Transactions, the securities, assets, businesses or operations of Acies, PLAYSTUDIOS or any other party, or any alternatives to the Transactions, (b) negotiate the terms of the Transactions, (c) advise the Acies Board of Directors, Acies or any other party with respect to alternatives to the Transactions, or (d) identify, introduce to the Acies Board of Directors, Acies or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Transaction. Houlihan Lokey did not express any opinion as to what the value of the New PLAYSTUDIOS Class A common stock or New PLAYSTUDIOS Class B common stock actually would be when issued in the Transactions pursuant to the Merger Agreement or the price or range of prices at which the ordinary shares or PLAYSTUDIOS capital stock may be purchased or sold, or otherwise be transferable, at any time.
Houlihan Lokey’s opinion was furnished for the use of the Acies board in its capacity as such in connection with its evaluation of the Transactions and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Acies board, Acies, any security holder or any other party as to how to act or vote or make any election with respect to any matter relating to the Transactions or otherwise,
 
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including, without limitation, whether holders of Acies Class A ordinary shares should redeem their shares or whether any party should participate in the PIPE Investment.
Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Acies Board of Directors, Acies, its security holders or any other party to proceed with or effect Transactions, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transactions or otherwise (other than the Aggregate Closing Merger Consideration to the extent expressly specified in the opinion), including, without limitation, the Earnout Shares, the Domestication, the PIPE Investment, the Second Merger, or the transactions contemplated by the Sponsor Support Agreement, (iii) the fairness of any portion or aspect of the Transactions to the holders of any class of securities, creditors or other constituencies of Acies, or to any other party, except if and only to the extent expressly set forth in the last sentence of the opinion, (iv) the relative merits of the Transactions as compared to any alternative business strategies or transactions that might have been available for Acies or any other party, (v) the fairness of any portion or aspect of the Transactions to any one class or group of Acies’ or any other party’s security holders or other constituents vis-à-vis any other class or group of Acies’ or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) the appropriate capital structure of Acies, whether Acies should be issuing debt or equity securities or a combination of both in the Transaction, or the form, structure or any aspect or terms of any debt or equity financing for the Transaction (including, without limitation, the PIPE Investment) or the likelihood of obtaining such financing, (vii) the allocation of the Aggregate Closing Merger Consideration, (viii) the acquisition by the Founder Group, as a result of the receipt by the Founder Group of shares of Acies Class B ordinary shares in the Transactions, of a controlling interest in Acies, (ix) whether or not Acies, PLAYSTUDIOS, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Transactions, (x) the solvency, creditworthiness or fair value of Acies, PLAYSTUDIOS or any other participant in the Transactions, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (xi) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Transactions, any class of such persons or any other party, relative to the Aggregate Closing Merger Consideration or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Acies board, on the assessments by the Acies board, Acies, PLAYSTUDIOS and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to Acies, PLAYSTUDIOS and the Transactions or otherwise.
In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to PLAYSTUDIOS or the proposed Business Combination and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Acies or PLAYSTUDIOS. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.
Houlihan Lokey’s opinion was only one of many factors considered by the Acies Board of Directors in evaluating the proposed Business Combination. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Aggregate Merger Consideration or of the views of the Acies Board of Directors or management with respect to the Transactions or the Merger Consideration. The type and amount of
 
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consideration payable in the Transactions were determined through negotiation between Acies and the PLAYSTUDIOS, and the decision to enter into the Merger Agreement was solely that of the Acies Board of Directors.
Financial Analyses
In preparing its opinion to the Acies Board of Directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.
The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Acies Board of Directors on January 31, 2021. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.
For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Enterprise Value—generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

Adjusted EBITDA—generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period, adjusted for certain non-recurring items with stock-based compensation treated as a cash expense.
Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing prices of the common stock of the selected companies listed below as of January 28, 2021, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the value of the proposed consideration in the selected transactions. The estimates of the future financial performance of PLAYSTUDIOS relied upon for the financial analyses described below were based on the Projections, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.
Implied Transaction Equity Value.   For purposes of its financial analyses, with Acies’ consent, Houlihan Lokey assumed that the value of each share of New PLAYSTUDIOS common stock to be issued in the First Merger was equal to the original issue price of the Acies Class A ordinary shares, which Acies advised Houlihan Lokey was $10.00 per share. In addition, for purposes of its financial analyses, Houlihan Lokey evaluated the Aggregate Closing Merger Consideration based on the implied transaction equity value of $1,041 million as directed by Acies and provided by the Merger Agreement (and based on the assumed value per share of New PLAYSTUDIOS common stock being equal to the stated value per share of Acies
 
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ordinary shares of $10.00 set forth in the Merger Agreement). The implied transaction equity value is comprised of the aggregate implied value of the Aggregate Closing Merger Consideration, the aggregate amount payable at closing for options to purchase PLAYSTUDIOS Common Stock, and the aggregate implied value of the warrants to purchase shares of New PLAYSTUDIOS Class A common stock issued in the First Merger in exchange for warrants to purchase shares of New PLAYSTUDIOS capital stock. The implied transaction equity value excludes the value of any Earnout Shares, as to which Houlihan Lokey, with Acies’ consent, expressed no view or opinion.
Selected Companies Analysis.   Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities, that Houlihan Lokey deemed relevant.
The financial data reviewed included:

Enterprise value as a multiple of estimated fiscal year 2021, or “FY 2021E,” revenue;

Enterprise value as a multiple of estimated fiscal year 2022, or “FY 2022E,” revenue; and

Enterprise value as a multiple of estimated FY 2022E Adjusted EBITDA.
The selected companies and corresponding financial data included the following:
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
(1)
Applicable equity research and consensus estimates were not available for Playtika Holding Corp. as of the date of Houlihan Lokey’s opinion. Playtika Holding Corp.’s enterprise value as a multiple of revenue and adjusted EBITDA for the last twelve months were 6.1x and 17.1x, respectively.
“NA” refers to data not available.
“NMF” refers to not meaningful figure.
Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 3.00x to 3.50x estimated FY 2021E revenue, 2.25x to 3.00x estimated FY 2022E revenue and 11.5x to 13.5x estimated FY 2022E Adjusted EBITDA to corresponding financial data for PLAYSTUDIOS. The selected companies analysis indicated implied total equity value reference ranges for PLAYSTUDIOS of $994.4 million to $1,158.4 million based on estimated FY 2021E revenue, $989.7 million to $1,316.1 million based on estimated FY 2022E revenue, and $979.3 million to $1,147.7 million based on estimated FY 2022E Adjusted EBITDA, in each case as compared to the implied total equity value for the Transaction of $1,041.0 million, excluding the Earnout Shares.
Selected Transactions Analysis.   Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of revenue for the last twelve months, or “LTM Revenue.”
 
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The selected transactions and corresponding financial data included the following:
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
“NA” refers to data not available.
Taking into account the results of the selected transactions analysis, Houlihan Lokey applied selected multiple ranges of 3.50x to 4.25x LTM revenue to PLAYSTUDIOS’ estimated FY 2020E revenue. The selected transactions analysis indicated any implied total equity value reference range for PLAYSTUDIOS of $954.7 million to $1,157.0 million, as compared to the implied total equity value for the Transactions of $1,041.0 million, excluding the Earnout Shares.
Other Matters
Houlihan Lokey was engaged by Acies to provide an opinion to the Acies Board of Directors as to as to the fairness, from a financial point of view, to Acies of the Aggregate Closing Merger Consideration to be issued and paid by Acies in the First Merger pursuant to the Merger Agreement. Houlihan Lokey engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by Acies, Houlihan Lokey will be entitled to an aggregate fee of $400,000 for its services, of which $150,000 became payable upon the delivery of Houlihan Lokey’s opinion and the balance of which is contingent upon the completion of the First Merger. Acies has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.
In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire,
 
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hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Acies, PLAYSTUDIOS or any other party that may be involved in the Transactions and their respective affiliates or security holders or any currency or commodity that may be involved in the Transactions.
Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Acies, the Sponsor, PLAYSTUDIOS, other participants in the Transactions, or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and such affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Acies, the Sponsor, PLAYSTUDIOS, other participants in the Transactions or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.
Projected Financial Information
PLAYSTUDIOS provided Acies with certain financial projections for each of the years in the three-year period ending December 31, 2022. PLAYSTUDIOS does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of their future performance, revenue, financial condition or other results. The PLAYSTUDIOS forecasts were prepared solely for internal use by Acies and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The financial projections were prepared in good faith by PLAYSTUDIOS management based on estimates and assumptions they believed were reasonable with respect to the expected future financial performance of PLAYSTUDIOS at the time the financial projections were prepared and the financial projections speak only as of that time.
The financial projections were developed by PLAYSTUDIOS’ management and considered various material assumptions, including, but not limited to, the following:

PLAYSTUDIOS’ games will continue to be available on the current third-party platforms (Apple App Store, Google Play Store, Amazon Appstore and Facebook), and that current platform fees remain unchanged;

no material acquisitions or divestures will occur;

demand for social casino mobile games will continue to grow in line with recent years;

revenue per game will grow based on historical performance and available information regarding market trends, including with respect to offerings by competitors;

two new games, myVEGAS Bingo and Kingdom Boss, which began development in 2020, will launch as expected in the second half of 2021;

PLAYSTUDIOS Adjusted EBITDA is expected to be lower in 2021 due to the impact of significant development and user acquisition expenses related to the launch of new games; these significant expenses are not forecasted to continue into 2022 as the new games reach scale and achieve normalized performance levels, and no other games are expected to undergo comparable development expenses in 2022; and

other general business and market assumptions, including the historical performance of PLAYSTUDIOS, economic and market growth consistent with recent years and other future prospects of PLAYSTUDIOS.
The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Acies, our board of directors, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination
 
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Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results. New PLAYSTUDIOS will not refer back to the financial projections in its future periodic reports filed under the Exchange Act.
The financial projections should not be viewed as public guidance. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date on which the financial projections were finalized, which was November 13, 2020. The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to PLAYSTUDIOS’ business, all of which are difficult to predict and many of which are beyond PLAYSTUDIOS’ and Acies’ control. The financial projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond PLAYSTUDIOS’ control. The various risks and uncertainties include those set forth in the “Risk Factors,” “PLAYSTUDIOS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus, respectively. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and, thus, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.
The financial projections have not been audited. None of PLAYSTUDIOS’ independent registered accounting firm, Acies’ independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to Acies and our board of directors in connection with their review of the proposed transaction.
PLAYSTUDIOS has not warranted the accuracy, reliability, appropriateness or completeness of the financial projections to anyone, including Acies. Neither PLAYSTUDIOS nor any of its representatives has made or makes any representations to any person regarding the ultimate performance of PLAYSTUDIOS relative to the financial projections. The financial projections are not included in this proxy statement/prospectus in order to induce any Acies shareholders to vote in favor of any of the proposals at the Extraordinary General Meeting.
You are encouraged to review the financial statements of PLAYSTUDIOS included in this proxy statement/prospectus, as well as the financial information in the sections entitled “PLAYSTUDIOS Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus, and to not rely on any single financial measure.
The key elements of the projections provided by management of PLAYSTUDIOS to Acies are summarized in the table below:
(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
(1)
Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization, restructuring and related costs (consisting primarily of severance and other restructuring related
 
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costs), stock-based compensation expense, and other income and expense items (including special infrequent items, foreign currency gains and losses, and other non-cash items) and adjusting for the impact of costs capitalized for internal-use software projects.
(2)
2020E represents approximate estimated results for the 2020 fiscal year.
(3)
2021E represents approximate estimated results for the 2021 fiscal year.
(4)
2022E represents approximate estimated results for the 2022 fiscal year.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR PLAYSTUDIOS, ACIES UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.
Satisfaction of 80% Test
It is a requirement under the Nasdaq listing requirements that any business acquired by Acies have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of PLAYSTUDIOS generally used to approve the transaction, the Acies Board of Directors determined that this requirement was met. The Acies Board of Directors determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, were fair to and in the best interests of Acies and its shareholders and appropriately reflected PLAYSTUDIOS’ value. In reaching this determination, Acies Board of Directors concluded that it was appropriate to base such valuation in part on qualitative factors, such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors, such as its potential for future growth in revenue and profits. Acies Board of Directors believes that the financial skills and background of its members qualify it to conclude that the acquisition of PLAYSTUDIOS met this requirement.
Interests of Acies’ Directors and Executive Officers in the Business Combination
When you consider the recommendation of Acies Board of Directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Acies’ directors and executive officers have interests in such proposal that are different from, or in addition to, those of Acies shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

Prior to Acies’ IPO, the Sponsor purchased 8,625,000 Acies Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and subsequently the Sponsor cancelled an aggregate of 2,875,000 Sponsor Shares, thereby reducing the aggregate number of Sponsor Shares held by our sponsor to 5,750,000 for approximately $0.004 per share. As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, 368,750 Sponsor Shares were forfeited, resulting in an aggregate of 5,381,250 Sponsor Shares issued and outstanding. Simultaneously with the closing of the IPO, the Sponsor purchased 4,333,333 private placement warrants at a price of $1.50 per private placement warrant. Subsequently, on November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, resulting in an aggregate of 4,536,667 private placement warrants issued and outstanding. If Acies does not consummate a Business Combination by October 22, 2022, (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its Board, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands
 
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Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 5,381,250 Acies Class B ordinary shares owned by the Sponsor would be worthless because following the redemption of the public shares, Acies would likely have few, if any, net assets and because the Sponsor and Acies’ directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Acies Class A ordinary shares and Acies Class B ordinary shares held by it or them, as applicable, if Acies fails to complete a Business Combination within the required period. The 4,531,250 shares of New PLAYSTUDIOS common stock that the Sponsor will hold following the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had aggregate market value of $49,481,250 based upon the closing price of $10.92 per share of public share on Nasdaq on February 12, 2021, the most recent closing price. Given such shares of New PLAYSTUDIOS common stock will be subject to certain restrictions, including those described above, Acies believes such shares have less value. Additionally, in such event, the private placement warrants purchased by the Sponsor, will also expire worthless. The 5,381,250 shares of New PLAYSTUDIOS common stock into which the 5,381,250 Acies Class B ordinary shares collectively held by the Sponsor, will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $58,763,250 million based upon the closing price of $10.92 per public share on Nasdaq on February 12, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of New PLAYSTUDIOS common stock will be subject to certain restrictions, including those described above, Acies believes such shares have less value.

Acies’ existing directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Mergers and pursuant to the Merger Agreement. James Murren, a current director of Acies, is expected to be a director of New PLAYSTUDIOS after the consummation of the Business Combination. As such, in the future, Mr. Murren will receive any cash fees, stock options, stock awards or other remuneration that the New PLAYSTUDIOS Board of Directors determines to pay to him.

The Sponsor (including its representatives and affiliates) and Acies’ directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Acies. The Sponsor and Acies’ directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Acies completing its initial business combination. Moreover, certain of Acies’ directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Acies’ directors and officers also may become aware of business opportunities which may be appropriate for presentation to Acies, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Acies’ favor and such potential business opportunities may be presented to other entities prior to their presentation to Acies, subject to applicable fiduciary duties under Cayman Islands Companies Act. Acies’ Cayman Constitutional Documents provide that Acies renounces its interest in any corporate opportunity offered to any director or officer of Acies unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Acies and it is an opportunity that Acies is able to complete on a reasonable basis.

Acies’ existing directors and officers will be eligible for continued indemnification and continued coverage under Acies’ directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.

In the event that Acies fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Acies will be required to provide for payment of claims of creditors that were not waived that may be brought against Acies within the 10 years following such redemption. In order to protect the amounts held in Acies’ Trust Account, the Sponsor has agreed that it will be liable to Acies if and to the extent any claims by a third-party (other than Acies’ independent auditors) for services rendered or products sold to Acies, or a prospective target business with which Acies has discussed entering into a transaction agreement, reduce the amount of funds
 
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in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of Acies’ IPO against certain liabilities, including liabilities under the Securities Act.

Following consummation of the Business Combination, the Sponsor, Acies’ officers and directors and their respective affiliates would be entitled to reimbursement for certain out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination or repayment of loans, if any, and on such terms as to be determined by Acies from time to time, made by the Sponsor or any of Acies’ officers or directors to finance transaction costs in connection with an intended initial Business Combination. However, if Acies fails to consummate a Business Combination within the required period, Sponsor and Acies’ officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

In order to finance transaction costs in connection with Acies’ initial Business Combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of Acies’ officers and directors may, but are not obligated to, loan funds to Acies as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of Acies’ initial Business Combination. In the event that Acies does not complete its initial Business Combination within the prescribed time frame, Acies may use a portion of its working capital held outside of its Trust Account to repay any Working Capital Loans made to Acies, but no proceeds held in the Trust Account would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to Acies pursuant to such Working Capital Loans.

Pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New PLAYSTUDIOS common stock and warrants held by such parties following the consummation of the Business Combination.
The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial Business Combination, the Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ shares, is no longer the beneficial owner thereof and, therefore, agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (a) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary
 
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General Meeting, vote in favor of the Business Combination Proposal, the Organizational Documents Proposals (excluding Organizational Document Proposal D and the Director Election Proposal), the Stock Issuance Proposal, Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal and the Adjournment Proposal, (b) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal D, (c) satisfaction of the Minimum Cash Condition, (d) otherwise limiting the number of public shares electing to redeem and (e) Acies’ net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.
Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. Acies will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Extraordinary General Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders, and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder.
Expected Accounting Treatment of the Business Combination
The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. The net assets of Acies will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS.
PLAYSTUDIOS has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

PLAYSTUDIOS’ existing stockholders will have over 80% of the voting interest in the post-combination company;

The largest individual minority stockholder of the post-combination company is an existing stockholder of PLAYSTUDIOS;

The board of directors of the post-combination company will be comprised of the chief executive officer of PLAYSTUDIOS, one director designated by Acies, and five additional directors to be determined by PLAYSTUDIOS before the closing of the Business Combination;

PLAYSTUDIOS’ management will hold executive management roles (including the Chief Executive Officer and Chief Financial Officer, among others) for the post-combination company and be responsible for the day-to-day operations;

PLAYSTUDIOS has significantly more revenue-generating activities, which are expected to comprise all of the activities conducted by the post-combination company; and

the objective of the Business Combination is to create an operating public company, with management continuing to use PLAYSTUDIOS’ platform and assets to grow the business under the name of PLAYSTUDIOS, Inc.
 
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Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC, and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC, or until early termination is granted. On or about February 17, 2021, Acies and PLAYSTUDIOS will file the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination.
At any time before or after consummation of the Business Combination (or the transactions contemplated by the Merger Agreement), notwithstanding termination of the respective waiting periods under the HSR Act, the applicable competition authorities in the U.S. or any other applicable jurisdiction could take such action under applicable antitrust laws as, such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination (or the transactions contemplated by the Merger Agreement, as applicable), conditionally approving the Business Combination (or the transactions contemplated by the Merger Agreement, as applicable) upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Acies cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Acies cannot assure you as to its result.
None of Acies nor PLAYSTUDIOS is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Vote Required for Approval
The approval of the Business Combination Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that the Company’s entry into the Agreement and Plan of Merger Agreement, dated as of February 1, 2021 (the “Merger Agreement”), by and among Acies, Catalyst Merger Sub I, Inc. (“First Merger Sub”), a Delaware corporation and subsidiary of Acies, Catalyst Merger Sub II, LLC (“Second Merger Sub”) and PlayStudios, Inc. (“PLAYSTUDIOS”), a Delaware corporation, (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, among other things, following the Domestication of Acies to Delaware as described below, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS (the “First Merger”) with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies (PLAYSTUDIOS, in its capacity as the surviving corporation of the First Merger, is referred to as the “Surviving Corporation”), and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second
 
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Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, the “Surviving Entity”), in accordance with the terms and subject to the conditions of the Merger Agreement, be approved, ratified and confirmed in all respects.”
Recommendation of Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director (s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders, vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for further discussion of these considerations.
 
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DOMESTICATION PROPOSAL
Overview
As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then Acies is asking its shareholders to approve by special resolution the Domestication Proposal. Under the Merger Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Mergers. If, however, the Domestication Proposal is approved, but the Business Combination Proposal is not approved, then neither the Domestication nor the Mergers will be consummated.
As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the Acies Board of Directors has approved a change of Acies’ jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In accordance with Acies’ Plan of Domestication (included as an exhibit to the registration statement of which this proxy statement/prospectus is a part), to effect the Domestication, Acies will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Acies will be domesticated and continue as a Delaware corporation.
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Acies Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, (2) each of the then issued and outstanding Acies Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New PLAYSTUDIOS Class A common stock, after giving effect to the forfeiture of certain Acies Class B ordinary shares held by the Sponsor pursuant to the Sponsor Support Agreement, (3) each then issued and outstanding warrant of Acies will convert automatically, on a one-for-one basis, into a New PLAYSTUDIOS warrant, pursuant to the Warrant Agreement, after giving effect to the forfeiture of certain warrants held by the Sponsor pursuant to the Sponsor Support Agreement, and (4) each of the then issued and outstanding Acies units that have not been previously separated into the underlying Acies Class A ordinary shares and one-third of an Acies warrant upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New PLAYSTUDIOS Class A common stock and one-third of a New PLAYSTUDIOS warrant, provided that no fractional New PLAYSTUDIOS warrants will be issued upon separation of the Acies units.
The Domestication Proposal, if approved, will authorize a change of Acies’ jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Acies is currently governed by the Cayman Islands Companies Act, upon the Domestication, New PLAYSTUDIOS will be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the Domestication Proposal is approved, then Acies will also ask its shareholders to approve the Organizational Documents Proposals (discussed below), which, if approved, will replace Acies’ current memorandum and articles of association under the Cayman Islands Companies Act with a new certificate of incorporation and bylaws of New PLAYSTUDIOS under the DGCL. The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents, and we encourage shareholders to carefully consult the information set out below under “Organizational Documents Proposals,” the Cayman Constitutional Documents of Acies, attached hereto as Annex H and the Proposed Organizational Documents of New PLAYSTUDIOS, attached hereto as Annex I and Annex J.
Reasons for the Domestication
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation.
The Acies Board of Directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Acies and its shareholders. As explained in more detail below, these reasons can be summarized as follows:

Prominence, Predictability, and Flexibility of Delaware Law.   For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has
 
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been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours.

Well-Established Principles of Corporate Governance.   There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. We believe such clarity would be advantageous to New PLAYSTUDIOS, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New PLAYSTUDIOS’ stockholders from possible abuses by directors and officers.

Increased Ability to Attract and Retain Qualified Directors.   Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. New PLAYSTUDIOS’ incorporation in Delaware may make New PLAYSTUDIOS more attractive to future candidates for our board of directors, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws—especially those relating to director indemnification (as discussed below)—draw such qualified candidates to Delaware corporations. Our board of directors, therefore, believes that providing the benefits afforded directors by Delaware law will enable New PLAYSTUDIOS to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.
The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman law on matters regarding a company’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable the surviving corporation to compete more effectively with other public companies in attracting and retaining new directors.
Expected Accounting Treatment of the Domestication
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the Company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New PLAYSTUDIOS immediately following the Domestication will be the same as those of Acies immediately prior to the Domestication.
 
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Vote Required for Approval
The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Domestication Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Domestication Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as a special resolution, that the Company be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Articles of Association of the Company (as amended) and be registered by way of continuation as a corporation in the State of Delaware.”
Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES
SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders, and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for further discussion of these considerations.
 
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ORGANIZATIONAL DOCUMENTS PROPOSALS
If the Domestication Proposal is approved and the Business Combination is to be consummated, Acies will replace the current Amended and Restated Memorandum and Articles of Association of Acies under the Cayman Islands Companies Act (the “Existing Memorandum”) and the current articles of association of Acies (as may be amended from time to time) (the “Existing Articles” and, together with the Existing Memorandum, the “Cayman Constitutional Documents”), in each case, under the Cayman Islands Companies Act, with a proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and proposed new bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New PLAYSTUDIOS, in each case, under the DGCL.
If the Business Combination Proposal and the Domestication Proposal are approved, Acies will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. The Organizational Documents Proposals are conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposals will have no effect, even if approved by holders of ordinary shares.
The Acies Board of Directors has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
The Proposed Organizational Documents differ materially from the Cayman Constitutional Documents. The following table sets forth a summary of the principal changes proposed between the Existing Memorandum and the Existing Articles and the Proposed Certificate of Incorporation and Proposed Bylaws for New PLAYSTUDIOS. This summary is qualified by reference to the complete text of the Cayman Constitutional Documents of Acies, attached to this proxy statement/prospectus as Annex H, the complete text of the Proposed Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex I, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex J. All shareholders are encouraged to read each of the Proposed Organizational Documents in its entirety for a more complete description of its terms. Additionally, as the Cayman Constitutional Documents are governed by the Cayman Islands Companies Act and the Proposed Organizational Documents will be governed by the DGCL, we encourage shareholders to carefully consult the information set out under the “Comparison of Corporate Governance and Shareholder Rights” section of this proxy statement/prospectus.
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
 
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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.
 
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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.
Resolution
The full text of the resolution to be passed in connection with the replacement of the Cayman Constitutional Documents with the Proposed Organizational Documents is as follows:
RESOLVED, as ordinary resolutions, save for the Organizational Documents Proposal D which requires a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex I and Annex J, respectively), with such principal changes as described in Organizational Documents Proposals A-D.”
 
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ORGANIZATIONAL DOCUMENTS PROPOSAL A—APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS
Overview
Organizational Documents Proposal A—to authorize by ordinary resolution the change in the authorized share capital of Acies from 500,000,000 Acies Class A ordinary shares and 50,000,000 Acies Class B ordinary shares to        shares of New PLAYSTUDIOS Class A common stock,        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS preferred stock (this proposal is referred to herein as “Organizational Documents Proposal A”).
As of the date of this proxy statement/prospectus, there are (i) 21,525,000 Acies Class A ordinary shares issued and outstanding, (ii) 5,381,250 Acies Class B ordinary shares issued and outstanding, and (iii) no Acies preferred shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus, there is an aggregate of 7,175,000 public warrants and 4,536,667 private placement warrants of Acies, in each case, issued and outstanding. Each whole warrant entitles the holder thereof to purchase one Acies Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New PLAYSTUDIOS common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Acies fully diluted share capital would be 38,617,917. Subject to the terms and conditions of the Warrant Agreement, the Acies warrants will be exercisable after giving effect to the Mergers for one share of New PLAYSTUDIOS common stock at an exercise price of $11.50 per share. No Acies warrants are exercisable until 30 days after the Closing.
Pursuant to the Merger Agreement, New PLAYSTUDIOS will issue        shares of New PLAYSTUDIOS common stock to PLAYSTUDIOS stockholders and, pursuant to the PIPE Investment, New PLAYSTUDIOS will issue 25,000,000 shares of New PLAYSTUDIOS common stock to the PIPE Investors.
In order to ensure that New PLAYSTUDIOS has sufficient authorized capital for future issuances, Acies Board of Directors has approved, subject to stockholder approval, that the Proposed Organizational Documents of New PLAYSTUDIOS change the authorized capital stock of Acies from (i) 500,000,000 Class A ordinary shares, 50,000,000 Acies Class B ordinary shares and 5,000,000 Acies preferred shares to (ii)        shares of New PLAYSTUDIOS Class A common stock,        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS preferred stock.
This summary is qualified by reference to the complete text of the Proposed Organizational Documents of New PLAYSTUDIOS, copies of which are attached to this proxy statement/prospectus as Annex I and Annex J. All stockholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.
Reasons for the Amendments
The principal purpose of this proposal is to provide for an authorized capital structure of New PLAYSTUDIOS that will enable it to continue as an operating company governed by the DGCL. Our board of directors believes that it is important for us to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support our growth and to provide flexibility for future corporate needs. The authorized capital structure will also provide for two classes of New PLAYSTUDIOS common stock, Class A common stock and Class B common 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. As a result, it is expected that Mr. Pascal and his affiliated entities will hold over 70% of the outstanding voting power of New PLAYSTUDIOS immediately following the closing of the Business Combination.
Vote Required for Approval
The approval of Organizational Documents Proposal A requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented
 
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in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Organizational Documents Proposal A is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Organizational Documents Proposal A will have no effect, even if approved by holders of ordinary shares.
Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL A.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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ORGANIZATIONAL DOCUMENTS PROPOSAL B—APPROVAL OF PROPOSAL REGARDING ISSUANCE OF PREFERRED STOCK OF NEW PLAYSTUDIOS AT THE BOARD OF DIRECTORS’ SOLE DISCRETION, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS
Overview
Organizational Documents Proposal B—to authorize the New PLAYSTUDIOS Board of Directors to issue any or all shares of New PLAYSTUDIOS preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New PLAYSTUDIOS Board of Directors and as may be permitted by the DGCL.
Assuming the Business Combination Proposal and the Domestication Proposal are approved, our shareholders are also being asked to approve Organizational Documents Proposal B, which is, in the judgment of our board of directors, necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination.
If Organizational Documents Proposal A is approved, the number of authorized shares of preferred stock of New PLAYSTUDIOS will be        shares. Approval of this Organizational Documents Proposal B will allow for issuance of any or all of these shares of preferred stock from time to time at the discretion of the board of directors, as may be permitted by the DGCL, and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which we may provide equity incentives to employees, officers and directors, and in certain instances may be used as an anti-takeover defense.
This summary is qualified by reference to the complete text of the Proposed Organizational Documents of New PLAYSTUDIOS, copies of which are attached to this proxy statement/prospectus as Annex I and Annex J. All stockholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.
Reasons for the Amendments
Our board of directors believes that these additional shares will provide us with needed flexibility to issue shares in the future in a timely manner and under circumstances we consider favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.
Authorized but unissued preferred stock may enable the board of directors to render it more difficult or to discourage an attempt to obtain control of New PLAYSTUDIOS and thereby protect continuity of or entrench its management, which may adversely affect the market price of New PLAYSTUDIOS and its securities. If, in the due exercise of its fiduciary obligations, for example, the board of directors was to determine that a takeover proposal was not in the best interests of New PLAYSTUDIOS, such preferred stock could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the board of directors, by effecting an acquisition that might complicate or preclude the takeover or otherwise. Allowing New PLAYSTUDIOS’ Board of directors to issue the authorized preferred stock on its own volition will enable New PLAYSTUDIOS to have the flexibility to issue such preferred stock in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. New PLAYSTUDIOS currently has no such plans, proposals or arrangements, written or otherwise, to issue any of the additional authorized stock for such purposes.
Vote Required for Approval
The approval of Organizational Documents Proposal B requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of a majority of the ordinary shares
 
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represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Organizational Documents Proposal B is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Organizational Documents Proposal B will have no effect, even if approved by holders of ordinary shares.
Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL B.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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ORGANIZATIONAL DOCUMENTS PROPOSAL C—APPROVAL OF PROPOSAL REGARDING
THE DECLASSIFICATION OF THE NEW PLAYSTUDIOS BOARD OF DIRECTORS
Overview
Organizational Documents Proposal C—to provide that the New PLAYSTUDIOS Board of Directors be declassified with all directors being elected each year for one-year terms.
Assuming the Business Combination Proposal and the Domestication Proposal are approved, our shareholders are also being asked to approve Organizational Documents Proposal C, which is, in the judgment of our board of directors, necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination.
Subject to any limitations imposed by applicable law and subject to the special rights of the holders of any series of preferred stock to elect directors, any vacancy occurring in New PLAYSTUDIOS for any reason, and any newly created directorship resulting from any increase in the authorized number of directors, will, unless (a) the New PLAYSTUDIOS Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders.
This summary is qualified by reference to the complete text of the Proposed Organizational Documents of New PLAYSTUDIOS, copies of which are attached to this proxy statement/prospectus as Annex I and Annex J. All stockholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.
Reasons for the Amendments
The Acies Board of Directors recognizes that corporate governance standards have continued to evolve in recent years, resulting in a majority of Fortune 500 companies having implemented annual director elections. Furthermore, a classified board structure may appear to reduce director accountability to stockholders since this structure does not permit stockholders to express a view on each director’s performance by means of an annual vote. The Acies Board of Directors also recognizes that many institutional investors and commentators now believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold the board and management accountable for implementing those policies. Although the our board believes that declassifying the New PLAYSTUDIOS Board of Directors is in the best interests of New PLAYSTUDIOS stockholders, the Acies Board of Directors is aware that there may be disadvantages to a declassified board structure. For example, a classified board structure may provide increased board continuity and stability and encourages directors to focus on the long-term productivity of a company. Additionally, classified boards may provide additional protections against unwanted, and potentially unfair and abusive, takeover attempts and proxy contests, as they make it more difficult for a substantial stockholder to gain control of a board of directors without the cooperation or approval of incumbent directors. However, after considering the foregoing, the Acies Board of Directors believes that the declassification of the New PLAYSTUDIOS Board of Directors under this proposal is in the best interests of New PLAYSTUDIOS stockholders.
Vote Required for Approval
The approval of Organizational Documents Proposal C requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Organizational Documents Proposal C is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Organizational Documents Proposal C will have no effect, even if approved by holders of ordinary shares.
 
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Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL C.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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ORGANIZATIONAL DOCUMENTS PROPOSAL D—APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED ORGANIZATIONAL DOCUMENTS
Overview
Organizational Documents Proposal D—to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including, among other things, (i) changing the corporate name from “Acies Acquisition Corp.” to “PLAYSTUDIOS, Inc.” (ii) making New PLAYSTUDIOS’ corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and (iv) removing certain provisions related to Acies’ status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Acies Board of Directors believes is necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination.
Assuming the Business Combination Proposal and the Domestication Proposal are approved, our shareholders are also being asked to approve Organizational Documents Proposal D, which is, in the judgment of our board of directors, necessary to adequately address the needs of New PLAYSTUDIOS after the Business Combination.
The Proposed Organizational Documents stipulate that the Court of Chancery for the State of Delaware (the “Court of Chancery”) be the sole and exclusive forum (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) for any stockholder (including a beneficial owner) to bring (i) any derivative action, suit or proceeding brought on New PLAYSTUDIOS’ behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of New PLAYSTUDIOS to New PLAYSTUDIOS or New PLAYSTUDIOS’ stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Proposed Certificate of Incorporation or the Proposed Bylaws (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery or (v) any action, suit or proceeding asserting a claim against New PLAYSTUDIOS or any current or former director, officer or stockholder governed by the internal affairs doctrine. Notwithstanding the foregoing, the Proposed Certificate of Incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Similarly, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The Proposed Organizational Documents also provide that, unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
The Proposed Organizational Documents will not contain provisions related to a blank check company (including those related to operation of the Trust Account, winding up of Acies’ operations should Acies not complete a Business Combination by a specified date and other such blank check-specific provisions as are present in the Cayman Constitutional Documents) because following the consummation of the Mergers, New PLAYSTUDIOS will not be a blank check company.
Approval of each of the Organizational Documents Proposals, assuming approval of each of the other Condition Precedent Proposals, will result, upon the Domestication, in the wholesale replacement of the Cayman Constitutional Documents with New PLAYSTUDIOS’ Proposed Organizational Documents. While certain material changes between the Cayman Constitutional Documents and the Proposed Organizational Documents have been unbundled into distinct organizational documents proposals or otherwise identified in this Organizational Documents Proposal D, there are other differences between the Cayman Constitutional Documents and Proposed Organizational Documents (arising from, among other things, differences
 
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between the Cayman Islands Companies Act and the DGCL and the typical form of organizational documents under each such body of law) that will be approved (subject to the approval of the aforementioned related proposals and consummation of the Business Combination) if our shareholders approve this Organizational Documents Proposal D. Accordingly, we encourage shareholders to carefully review the terms of the Proposed Organizational Documents of New PLAYSTUDIOS, attached hereto as Annex I and Annex J, as well as the information provided in the “Comparison of Corporate Governance and Shareholder Rights” and “Description of New PLAYSTUDIOS Securities” sections of this proxy statement/prospectus.
Reasons for the Amendments
Corporate Name
Our board of directors believes that changing the post-business combination corporate name from “Acies Acquisition Corp.” to “PlayStudios Inc.” is desirable to reflect the Business Combination with PLAYSTUDIOS and to clearly identify New PLAYSTUDIOS as the publicly traded entity.
Perpetual Existence
Our board of directors believes that making New PLAYSTUDIOS’ corporate existence perpetual is desirable to reflect the Business Combination. Additionally, perpetual existence is the usual period of existence for public corporations, and our board of directors believes that it is the most appropriate period for New PLAYSTUDIOS following the Business Combination.
Exclusive Forum
Adopting Delaware as the exclusive forum for certain stockholder litigation is intended to assist New PLAYSTUDIOS in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. Our board of directors believes that the Delaware courts are best suited to address disputes involving such matters given that after the Domestication, New PLAYSTUDIOS will be incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the post-combination company with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions; provided that these exclusive forum provisions will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act, or to any claim for which the federal courts have exclusive jurisdiction. The Proposed Organizational Documents also provide that, unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make the post-combination company’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.
Provisions Related to Status as Blank Check Company
The elimination of certain provisions related to Acies’ status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Proposed Organizational Documents do not include the requirement to dissolve New PLAYSTUDIOS and allows it to continue as a corporate entity with perpetual existence following consummation of the Business
 
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Combination. Perpetual existence is the usual period of existence for public corporations, and Acies Board of Directors believes it is the most appropriate period for New PLAYSTUDIOS following the Business Combination. In addition, certain other provisions in Acies’ current certificate require that proceeds from Acies’ initial public offering be held in the Trust Account until a business combination or liquidation of Acies has occurred. These provisions cease to apply once the Business Combination is consummated and are, therefore, not included in the Proposed Organizational Documents.
Vote Required for Approval
The approval of Organizational Documents Proposal D requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
Organizational Documents Proposal D is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Organizational Documents Proposal D will have no effect, even if approved by holders of ordinary shares.
Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL D.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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DIRECTOR ELECTION PROPOSAL
Overview
The Director Election Proposal—Assuming the Business Combination Proposal, the Domestication Proposal and each of the Organizational Documents Proposals are approved, Acies’ shareholders are also being asked to approve by ordinary resolution the Director Election Proposal to consider and vote upon a proposal to approve by ordinary resolution, to elect seven directors who, upon consummation of the Business Combination, will be the directors of New PLAYSTUDIOS.
Nominees
As contemplated by the Merger Agreement, the New PLAYSTUDIOS Board of Directors following consummation of the transaction will consist of seven directors:
1.
Andrew Pascal, the Chief Executive Officer of PLAYSTUDIOS;
2.
James Murren, a director designated by Acies, who qualifies as “independent” under applicable SEC and Exchange rules and who has been accepted by PLAYSTUDIOS; and
3.
Five directors designated by PLAYSTUDIOS who will thereafter be designated, nominated and elected as contemplated by the Proposed Organizational Documents.
Accordingly, our board of directors has nominated each of Mr. Pascal, Mr. Murren,       ,       ,       ,       , and        to serve as our directors upon the consummation of the Business Combination, with        to serve as the Chairperson of the board of directors, in each case, in accordance with the terms and subject to the conditions of the Proposed Organizational Documents. For more information on the experience of each of these director nominees, please see the section titled “Management of New PLAYSTUDIOS Following the Business Combination” of this proxy statement/prospectus.
Vote Required for Approval
The approval of the Director Election Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the holders of the Acies Class B ordinary shares, which under the terms of the Cayman Constitutional Documents and being the only ones entitled to vote on the election of directors to our board of directors. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Director Election Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
“RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the New PLAYSTUDIOS Board of Directors upon the consummation of the Business Combination.”
Name of Director
       
       
       
       
       
       
       
       
 
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Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DIRECTOR ELECTION PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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STOCK ISSUANCE PROPOSAL
Overview
The Stock Issuance Proposal—to consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and the Director Election Proposal are approved, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New PLAYSTUDIOS common stock to (a) the PIPE Investors in connection with the PIPE Investment and (b) shares of New PLAYSTUDIOS common stock to the PLAYSTUDIOS stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”).
Assuming the Business Combination Proposal, the Domestication Proposal, each of the Organizational Documents Proposals and the Director Election Proposal are approved, Acies’ shareholders are also being asked to approve, by ordinary resolution, the Stock Issuance Proposal.
Reasons for the Approval for Purposes of Nasdaq Listing Rule 5635
Pursuant to Nasdaq Listing Rule 5635, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities. Additionally, under Nasdaq Listing Rule 5635, shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Upon the consummation of the Mergers, Acies expects to issue an estimated 99,166,159 shares of New PLAYSTUDIOS common stock in connection with the Business Combination and the PIPE Investment. For further details, see “Business Combination Proposal—The Merger Agreement—Effects of the Merger Agreement—Aggregate Merger Consideration.
Accordingly, the aggregate number of shares of New PLAYSTUDIOS common stock that Acies will issue in connection with the Business Combination and the PIPE Investment will exceed 20% of both the voting power and the shares of New PLAYSTUDIOS common stock outstanding before such issuance and may result in a change of control of the registrant under Nasdaq Listing Rule 5635, and for these reasons, Acies is seeking the approval of Acies shareholders for the issuance of shares of New PLAYSTUDIOS common stock pursuant in connection with the Business Combination and the PIPE Investment.
Additionally, pursuant to Nasdaq Listing Rule 5635, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to (1) a director, officer or substantial security holder of the company (each a “Related Party”), (2) a subsidiary, affiliate or other closely related person of a Related Party or (3) any company or entity in which a Related Party has a substantial direct or indirect interest, in each case, if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance.
The aggregate number of shares of New PLAYSTUDIOS common stock that Acies will issue to a Related Party in the PIPE Investment may exceed 1% of the shares of New PLAYSTUDIOS common stock outstanding before such issuance, and for this reason, Acies is seeking the approval of Acies shareholders for the issuance of shares of New PLAYSTUDIOS common stock pursuant in connection with the PIPE Investment.
In the event that this proposal is not approved by Acies shareholders, the Business Combination cannot be consummated. In the event that this proposal is approved by Acies shareholders, but the Merger Agreement is terminated (without the Business Combination being consummated) prior to the issuance of shares of New PLAYSTUDIOS common stock pursuant to the Merger Agreement or the PIPE Investment, such shares of New PLAYSTUDIOS common stock will not be issued.
 
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Vote Required for Approval
The approval of the Stock Issuance Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Stock Issuance Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the Company’s adoption of the Stock Issuance Proposal and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”
Recommendation of Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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INCENTIVE PLAN PROPOSAL
Overview
Acies is asking its shareholders to approve by ordinary resolution and adopt the New PLAYSTUDIOS 2021 Equity Incentive Plan (the “Incentive Plan”) and the material terms thereunder. The Acies Board of Directors approved the Incentive Plan, prior to the Acies Extraordinary General Meeting, subject to shareholder approval at the Acies Extraordinary General Meeting. The Incentive Plan became effective as of the date it was adopted by the Acies Board of Directors, subject to approval from the Acies shareholders.
The Incentive Plan is described in more detail below. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex F.
Summary of the Incentive Plan
Purpose
The purpose of the Incentive Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to New PLAYSTUDIOS’ success, thereby furthering the best interests of New PLAYSTUDIOS’ stockholders.
Shares Available
Subject to adjustment, the Incentive Plan permits New PLAYSTUDIOS to make awards of        shares of New PLAYSTUDIOS Class A common stock. Additionally, the number of shares of New PLAYSTUDIOS Class A common stock reserved for issuance under the Incentive Plan will increase automatically on the first day of each fiscal year following the effective date of the Incentive Plan, by the lesser of (i) 5% of outstanding shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock on the last business day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the New PLAYSTUDIOS Board of Directors. If any award issued under the Incentive Plan (or any award under PLAYSTUDIOS’ 2011 Omnibus Stock Incentive Plan) is cancelled, forfeited, or terminates or expires unexercised, the shares in respect of such award may again be issued as shares of New PLAYSTUDIOS Class A common stock under the Incentive Plan. In the event of a dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of common stock or other securities, issuance of warrants or other rights to purchase common stock or other securities, issuance of common stock pursuant to the anti-dilution provisions of any securities, or other similar event, the Plan Administrator (as defined below) shall adjust equitably any or all of (i) the number and type of shares which thereafter may be made the subject of awards, (ii) the number and type of shares subject to outstanding awards and (iii) the grant, purchase, exercise or hurdle price of awards or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award.
Administration
New PLAYSTUDIOS’ compensation committee, unless another committee or subcommittee is designated by the New PLAYSTUDIOS Board of Directors (in either event, the “Plan Administrator”), will administer the Incentive Plan and determine the following items:

select the participants to whom awards may be granted;

determine the type or types of awards to be granted under the Incentive Plan;

determine the number of shares to be covered by awards;

determine the terms and conditions of any award;

determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, shares, other awards, other property, net settlement, or any combination thereof, or
 
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canceled, forfeited or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended;

approve the form of award agreements, amend or modify outstanding awards or award agreements;

correct any defect, supply any omission and reconcile any inconsistency in the Incentive Plan or any award, in the manner and to the extent it will deem desirable to carry the Incentive Plan into effect;

construe and interpret the terms of the Incentive Plan, any award agreement and any agreement related to any award;

take any action that is treated as a repricing under generally accepted accounting principles; and

make any other determination and take any other action that it deems necessary or desirable to administer the Incentive Plan.
To the extent not inconsistent with applicable law, the Plan Administrator may delegate to one or more of our officers some or all of the authority under the Incentive Plan, including the authority to grant all types of awards authorized under the Incentive Plan.
Eligibility
Generally, all of New PLAYSTUDIOS’ employees and all employees of New PLAYSTUDIOS’ subsidiaries, New PLAYSTUDIOS’ Board of Directors and certain other individuals who perform services for New PLAYSTUDIOS or any of New PLAYSTUDIOS’ subsidiaries will be eligible to receive awards. As of       , 2021, there were approximately        employees eligible to receive awards under the Incentive Plan. Our current intent is for participation in the Incentive Plan to be broad-based in nature. The basis for participation in the Incentive Plan is the Plan Administrator’s decision, in its sole discretion, that an award to an eligible participant will further the Incentive Plan’s purpose.
Forms of Awards
Awards under the Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, or SARs, (iii) restricted stock awards, (iv) restricted stock unit awards, or RSUs, (v) performance awards, (vi) other cash-based awards and (vii) other stock-based awards. Such awards may be for partial-year, annual or multi-year periods.

Stock Options.   Options are rights to purchase a specified number of shares of the New PLAYSTUDIOS Class A common stock at a price fixed by the Plan Administrator, but not less than fair market value on the date of grant. Options generally expire no later than ten years after the date of grant. Options will become exercisable at such time and in such installments as our Plan Administrator will determine. Options intended to be incentive stock options under Section 422 of the Internal Revenue Code may not be granted to any person who is not an employee of New PLAYSTUDIOS or any parent or subsidiary, as defined in Section 424 of the Internal Revenue Code. All incentive stock options must be granted within ten years of the date the Incentive Plan is approved by the Plan Administrator.

SARs.   A SAR entitles the holder to receive, upon exercise, an amount equal to any positive difference between the fair market value of one share of New PLAYSTUDIOS Class A common stock on the date the SAR is exercised and the exercise price, multiplied by the number of shares of New PLAYSTUDIOS Class A common stock with respect to which the SAR is exercised. The Plan Administrator will have the authority to determine whether the amount to be paid upon exercise of a SAR will be paid in cash, Class A common stock or a combination of cash and Class A common stock.

Restricted Stock.   Restricted stock awards provide for a specified number of shares of New PLAYSTUDIOS Class A common stock subject to a restriction against transfer during a period of time or until performance measures are satisfied, as established by the Plan Administrator. Unless otherwise set forth in the agreement relating to a restricted stock award, the holder has all rights as a stockholder, including voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of common stock; provided, however, that the
 
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Plan Administrator may determine that distributions with respect to shares of New PLAYSTUDIOS Class A common stock will be deposited with us and will be subject to the same restrictions as the shares of New PLAYSTUDIOS Class A common stock with respect to which such distribution was made.

RSUs.   An RSU is a right to receive a specified number of shares of New PLAYSTUDIOS Class A common stock (or the fair market value thereof in cash, or any combination of New PLAYSTUDIOS Class A common stock and cash, as determined by the Plan Administrator), subject to the expiration of a specified restriction period and/or the achievement of any performance measures selected by the Plan Administrator, consistent with the terms of the Incentive Plan. The RSU agreement will specify whether the award recipient is entitled to receive dividend equivalents with respect to the number of shares of New PLAYSTUDIOS Class A common stock subject to the award. Prior to the settlement of an RSU in New PLAYSTUDIOS Class A common stock, the award recipient will have no rights as a stockholder of New PLAYSTUDIOS with respect to New PLAYSTUDIOS Class A common stock subject to the award.

Performance Awards.   Performance awards are awards whose final value or amount, if any, is determined by the degree to which specified performance measures have been achieved during a performance period set by the Plan Administrator. Performance periods can be partial-year, annual or multi-year periods, as determined by the Plan Administrator. Performance measures that may be used include one or more of the following: the attainment by a share of New PLAYSTUDIOS Class A common stock of a specified value within or for a specified period of time, earnings per share, earnings before interest expense and taxes, return to shareholders (including dividends), return on equity, earnings, commissions and fees, cash flow or cost reduction goals, operating profit, pretax return on total capital, economic value added or any combination of the foregoing. Such criteria and objectives may relate to results obtained by the individual, New PLAYSTUDIOS or a subsidiary, or any business unit or division thereof, or may relate to results obtained relative to a specific industry or a specific index. Payment may be made in the form of cash, common stock, restricted stock, RSUs, other awards, or a combination thereof, as specified by the Plan Administrator.

Other Cash-Based Awards.   Annual incentive awards are generally cash awards based on the degree to which certain of any or all of a combination of individual, team, department, division, subsidiary, group or corporate performance objectives are met or not met. The Plan Administrator may establish the terms and provisions, including performance objectives, for any annual incentive award. The Plan Administrator may also grant any shorter- or longer-term cash-based award.

Other Stock-Based Awards.   The Plan Administrator has the discretion to grant other types of awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares.
An award agreement may contain additional terms and restrictions, including vesting conditions, not inconsistent with the terms of the Incentive Plan, as the Plan Administrator may determine.
Director Pay Cap
Subject to the adjustment provision of the Incentive Plan, an individual who is a non-employee director may not receive in any fiscal year awards under the Incentive Plan or cash compensation which relate to more than $750,000 in the aggregate, increased to $1,000,000 for a non-employee director’s initial year of service.
Termination of Service and Change of Control
The Plan Administrator will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle, be paid or be forfeited. In the event of a change of control, except as otherwise provided in the applicable award agreement, the Plan Administrator may provide for:

continuation or assumption of outstanding awards under the Incentive Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent;
 
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substitution or replacement of outstanding awards by the surviving corporation or its parent with cash, securities, rights or other property with substantially the same terms and value as such outstanding awards;

acceleration of the vesting (including the lapse of any restriction) and exercisability of outstanding awards upon (i) the individual’s involuntary termination of service (including termination by us without cause or by the individual for good reason) within a specified period following such change of control or (ii) the failure of the surviving corporation or its parent to continue or assume such outstanding awards;

determination of the level of attainment of the applicable performance condition or conditions in the case of a performance award;

cancellation of outstanding awards under the Incentive Plan in exchange for a payment of cash, securities, rights and/or other property equal to the value of such outstanding award; and

cancellation of outstanding awards under the Incentive Plan without payment of any consideration, to the extent such awards are not vested as of immediately prior to the change of control.
In the event the Plan Administrator fails to take one or more of the foregoing actions with respect to an outstanding award, such award will accelerate in full (but with the level of attainment of any performance conditions determined by the Plan Administrator) and be cancelled in exchange for a payment on terms substantially consistent with those set forth in the second to last bullet above.
Amendment and Termination
The New PLAYSTUDIOS Board of Directors may amend, alter, suspend, discontinue or terminate the Incentive Plan. The Plan Administrator may also amend the Incentive Plan or create sub-plans. However, subject to the adjustment and change of control provisions of the Incentive Plan, any such action that would materially adversely affect the rights of a holder of an outstanding award may not be taken without the holder’s consent, except to the extent that such action is taken to cause the Incentive Plan to comply with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations, to impose any “clawback” or recoupment provisions on any outstanding awards in accordance with the Incentive Plan, or to comply with Section 409A of the Internal Revenue Code.
Material U.S. Federal Income Tax Consequences
The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Incentive Plan. This summary addresses the general federal income tax principles that apply and is provided only for general information. Some types of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.
Non-Qualified Stock Options.
A participant receiving non-qualified stock options (“NSOs”) should not recognize taxable income upon grant. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the shares for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Class A common stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss depending on how long the shares are held. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes as ordinary income.
Incentive Stock Options
A participant receiving incentive stock options (“ISOs”) should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize
 
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taxable income at the time of exercise. However, the excess of the fair market value of the shares of our Class A common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If shares acquired upon exercise of an ISO are held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfy the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the shares will be treated as a capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Internal Revenue Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.
Other Awards
The current federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); RSUs and other stock-based awards or cash-based-awards are generally subject to tax at the time of payment. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.
Section 409A of the Internal Revenue Code
Certain types of awards under the Incentive Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Internal Revenue Code. Unless certain requirements set forth in Section 409A of the Internal Revenue Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the Incentive Plan and awards granted under the Incentive Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Internal Revenue Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Internal Revenue Code. To the extent determined necessary or appropriate by the Plan Administrator, the Incentive Plan and applicable award agreements may be amended to further comply with Section 409A of the Internal Revenue Code or to exempt the applicable awards from Section 409A of the Internal Revenue Code.
Registration with the SEC
If our shareholders approve the Incentive Plan, New PLAYSTUDIOS plans to file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the shares available for issuance under the Incentive Plan.
New Plan Benefits
A new plan benefits table for the Incentive Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the Incentive Plan if the Incentive Plan was then in effect, as described in the federal proxy rules, are not provided because all awards made under the Incentive Plan will be made at the Plan Administrator’s discretion, subject to the terms of the Incentive Plan. Therefore, the benefits and amounts that will be received or allocated under the Incentive Plan are not determinable at this time.
 
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Equity Compensation Plan Information
We did not maintain, or have any securities authorized for issuance under, any equity compensation plans as of December 31, 2020.
Vote Required for Approval
The approval of the Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Incentive Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that the Company’s adoption of the New PLAYSTUDIOS 2021 Equity Incentive Plan and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”
Recommendation of Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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ESPP PROPOSAL
Overview
Acies is asking its shareholders to approve, by ordinary resolution, and adopt the New PLAYSTUDIOS 2021 Employee Stock Purchase Plan (the “ESPP”) and the material terms thereunder. The Acies Board of Directors approved the ESPP, prior to the Extraordinary General Meeting, subject to shareholder approval at the Acies Extraordinary General Meeting. The ESPP became effective as of the date it was adopted by the Acies Board of Directors, subject to approval from the Acies shareholders.
The ESPP is described in more detail below. A copy of the ESPP is attached to this proxy statement/prospectus as Annex G.
Summary of the ESPP
Purpose
The purpose of the ESPP is to provide employees with an opportunity to acquire a proprietary interest in New PLAYSTUDIOS through the purchase of New PLAYSTUDIOS Class A common stock.
Shares Available
Subject to adjustment, a total of        shares of New PLAYSTUDIOS Class A common stock have been authorized for issuance under the ESPP. Additionally, the number of shares of New PLAYSTUDIOS Class A common stock reserved for issuance under the ESPP will increase automatically on the first day of each fiscal year following the effective date of the ESPP Plan, by the lesser of (i) 1% of the outstanding shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock on the last business day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by New PLAYSTUDIOS Board of Directors; provided, that the maximum number of shares that may be issued under the ESPP. In any event will be        shares, subject to adjustment in the event of a dividend or other distribution (whether in the form of cash, common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of us, or other similar event.
Administration
New PLAYSTUDIOS Board of Directors or a committee or subcommittee designated by New PLAYSTUDIOS Board of Directors (in either event, the “ESPP Administrator”) will administer the ESPP.
Eligibility
New PLAYSTUDIOS’ employees, including executive officers, or employees of New PLAYSTUDIOS’ subsidiaries must be customarily employed with New PLAYSTUDIOS or one of New PLAYSTUDIOS’ affiliates for more than 20 hours per week and more than five months per calendar year in order to participate in the ESPP. An employee may not be granted options to purchase shares under the ESPP if such employee (a) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of our Class A common stock or (b) holds rights to purchase stock under the ESPP that would accrue at a rate that exceeds $25,000 of the fair market value of New PLAYSTUDIOS stock for each calendar year that the options remain outstanding. As of       , 2021, there were approximately        employees eligible to participate in the ESPP. New PLAYSTUDIOS’ current intent is for participation in the ESPP to be broad-based in nature.
Offerings
Each offering will have one or more purchase dates on which shares of New PLAYSTUDIOS Class A common stock will be purchased for the employees who are participating in the offering. The ESPP Administrator, in its discretion, will determine the terms of offerings under the ESPP. The ESPP permits participating employees to purchase shares of New PLAYSTUDIOS Class A common stock through payroll
 
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deductions in an amount equal to at least 1% of the employee’s compensation. The purchase price of the shares of New PLAYSTUDIOS Class A common stock will be not less than the lesser of (i) 85% (or such greater percentage as designated by the ESPP Administrator) of the fair market value of New PLAYSTUDIOS Class A common stock on the date of purchase or (ii) 85% (or such greater percentage as designated by the ESPP Administrator) of the fair market value of New PLAYSTUDIOS Class A common stock on the first day of the offering period.
Adjustments
In the event of a specified corporate transaction, such as a merger or acquisition of stock or property, a successor corporation may assume or substitute each outstanding option under the ESPP. If the successor corporation does not assume or substitute the outstanding options, the offering in progress will be shortened and a new exercise date will be set. Employees’ options will be exercised on the new exercise date and such options will terminate immediately thereafter. Notwithstanding the foregoing, in the event of a specified corporate transaction, the ESPP Administrator may elect to terminate all outstanding offerings.
Section 423 Status
The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, provided that the ESPP Administrator may adopt sub-plans applicable to particular subsidiaries or locations which may be designed to be outside the scope of Section 423 of the Internal Revenue Code (including with respect to the eligibility requirements that would otherwise apply under the ESPP). The ESPP will remain in effect for ten years following the effective date of the ESPP unless terminated earlier by the ESPP Administrator in accordance with the terms of the ESPP.
Amendment and Termination
Our ESPP Administrator has the authority to amend, suspend or terminate the ESPP at any time and for any reason.
Material U.S. Federal Income Tax Consequences
The following is a general summary under current law of the principal United States federal income tax consequences related to the purchase of shares under the ESPP. This summary is not intended as tax advice to participants, who should consult their own tax advisors.
The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Internal Revenue Code. Under the applicable Internal Revenue Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted an option under the ESPP. In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (i) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (ii) an amount equal to the applicable discount from the fair market value of the shares as of the date of grant. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.
If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and the Company will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain
 
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or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and the Company will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.
Registration with the SEC
If our shareholders approve the ESPP, New PLAYSTUDIOS plans to file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the shares available for issuance under the ESPP.
New Plan Benefits
A new plan benefits table for the ESPP and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the ESPP if the ESPP was then in effect, as described in the federal proxy rules, are not provided because participation in the ESPP is voluntary. Therefore, the benefits and amounts that will be received or allocated under the ESPP are not determinable at this time.
Equity Compensation Plan Information
We did not maintain, or have any securities authorized for issuance under, any equity compensation plans as of December 31, 2020.
Vote Required for Approval
The approval of the ESPP Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The ESPP Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Approvals is not approved, the ESPP Proposal will have no effect, even if approved by holders of ordinary shares.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that the Company’s adoption of the New PlayStudios 2021 Employee Stock Purchase Plan and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”
Recommendation of Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL.
 
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AUDITOR RATIFICATION PROPOSAL
Overview
Acies is asking its shareholders to ratify the audit committee’s selection of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The audit committee is directly responsible for appointing Acies’ independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the shareholders do not ratify the selection of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2021, our audit committee may reconsider the selection of Marcum as our independent registered public accounting firm.
Marcum has audited our financial statements for the period from August 14, 2020 through September 15, 2020. A representative of Marcum is expected to be present by telephone or videoconference at the Extraordinary General Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to answer appropriate questions from shareholders. The following is a summary of fees paid or to be paid to Marcum for services rendered.
Audit Fees
During the period from August 14, 2020 (inception) through September 15, 2020, fees for our independent registered public accounting firm were approximately $15,450 for the services they performed in connection with our initial public offering and the audit of our financial statements included in this proxy statement/prospectus.
Audit-Related Fees
During the period from August 14, 2020 through September 15, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees
During period from August 14, 2020 through September 15, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees
During the period from August 14, 2020 through September 15, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
Our audit committee has determined that the services provided by Marcum are compatible with maintaining the independence of Marcum as our independent registered public accounting firm.
Pre-Approval Policy
Under Acies’ audit committee charter, the audit committee is required to pre-approve all auditing services and permissible non-audit services, including related fees and terms, to be performed for us by our independent auditor, subject to the de minimis exceptions for non-audit services described under the Exchange Act which are approved by the audit committee prior to the completion of the audit. The audit committee pre-approved all audit services, compliance and planning services performed for Acies by Marcum during the period from August 14, 2020 through September 15, 2020.
Vote Required for Approval
The approval of the Auditor Ratification Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions
 
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and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Auditor Ratification Proposal is not conditioned upon any other proposal.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 be ratified, approved and confirmed in all respects.”
Recommendation of Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE AUDITOR RATIFICATION PROPOSAL.
 
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ADJOURNMENT PROPOSAL
The Adjournment Proposal allows the Acies Board of Directors to submit a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Condition Precedent Proposals. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the Sponsor and New PLAYSTUDIOS and their respective stockholders to make purchases of ordinary shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the Extraordinary General Meeting. See “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination.”
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is presented to the Extraordinary General Meeting and is not approved by the shareholders, Acies Board of Directors may not be able to adjourn the Extraordinary General Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.
Vote Required for Approval
The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
The Adjournment Proposal is not conditioned upon any other proposal.
Resolution
The full text of the resolution to be passed is as follows:
RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting be approved.”
Recommendation of the Acies Board of Directors
THE ACIES BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ACIES SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
The existence of financial and personal interests of one or more of Acies’ directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Acies and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Acies’ officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “Business Combination Proposal—Interests of Acies’ Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.
 
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. federal income tax considerations (i) for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) of Acies Class A ordinary shares and Acies warrants (each, an “Acies Security”) of the Domestication and (ii) for Holders of Acies Class A ordinary shares that elect to have the New PLAYSTUDIOS common stock they receive in connection with the Domestication redeemed for cash if the Business Combination is completed. This section applies only to Holders that hold their Acies Securities as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of an Acies unit are generally separable at the option of the Holder, the Holder of an Acies unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Acies Class A ordinary share and Acies warrant components of the Acies unit. Accordingly, the separation of an Acies unit into the Acies Class A ordinary share and the one-third of one Acies warrant underlying the Acies unit generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain, a contrary position. Holders of Acies Securities are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Domestication and the Business Combination (including any redemption of the New PLAYSTUDIOS common stock) with respect to any Acies Class A ordinary shares and Acies warrants held through Acies units (including alternative characterizations of Acies units).
This discussion is limited to U.S. federal income tax considerations and does not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

financial institutions or financial services entities;

broker-dealers;

taxpayers that are subject to the mark-to-market accounting rules with respect to the Acies Securities;

tax-exempt entities;

governments or agencies or instrumentalities thereof;

insurance companies;

regulated investment companies or real estate investment trusts;

entities or arrangements treated as partnerships for U.S. federal income tax purposes;

U.S. expatriates or former long-term residents of the United States;

persons that actually or constructively own five percent or more (by vote or value) of Acies Class A ordinary shares (except as specifically provided below);

the Sponsor or its affiliates, officers or directors;

persons that acquired their Acies Securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

persons that hold their Acies Securities as part of a straddle, constructive sale, hedging, wash sale, conversion or other integrated or similar transaction;

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

“specified foreign corporations” ​(including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.
If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Acies Securities, the tax treatment of such partnership and a person treated as a partner of such partnership will
 
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generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Acies Securities and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Domestication and the exercise of redemption rights with respect to their Acies Class A ordinary shares.
This discussion is based on the Internal Revenue Code, proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.
We have not sought, and do not intend to, seek any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE DOMESTICATION AND EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO THE ACIES CLASS A ORDINARY SHARES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION AND THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.
U.S. HOLDERS
As used herein, a “U.S. Holder” is a beneficial owner of an Acies Security who or that is, for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.
Tax Effects of the Domestication to U.S. Holders
Generally
The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the domestication qualifies as a “reorganization” within the meaning of Section 368 of the Internal Revenue Code.
Under Section 368(a)(1)(F) of the Internal Revenue Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” ​(an “F Reorganization”). Pursuant to the Domestication, Acies will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, in connection with the Closing, will change its name to “PLAYSTUDIOS, Inc.”
Acies intends for the Domestication to qualify as an F Reorganization. Acies has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Domestication. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each U.S. Holder of Acies Securities is urged to consult its tax advisor with respect to the particular tax consequence of the Domestication to such U.S. Holder.
Assuming the Domestication qualifies as an F Reorganization, U.S. Holders of Acies Securities generally should not recognize gain or loss for U.S. federal income tax purposes on the Domestication,
 
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except as provided below under the sections entitled “—Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares” and “—PFIC Considerations,” and the Domestication should be treated for U.S. federal income tax purposes as if Acies (i) transferred all of its assets and liabilities to New PLAYSTUDIOS in exchange for all of the outstanding common stock and warrants of New PLAYSTUDIOS; and (ii) then distributed the common stock and warrants of New PLAYSTUDIOS to the holders of securities of Acies in liquidation of Acies. The taxable year of Acies will be deemed to end on the date of the Domestication.
Subject to the discussion below under the section entitled “—PFIC Considerations,” if the Domestication fails to qualify as an F Reorganization, a U.S. Holder of Acies Securities generally would recognize gain or loss with respect to its Acies Securities in an amount equal to the difference, if any, between the fair market value of the corresponding common stock and warrants of New PLAYSTUDIOS received in the Domestication and the U.S. Holder’s adjusted tax basis in its Acies Securities surrendered.
Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to Acies Class A ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication. All U.S. Holders considering exercising redemption rights with respect to Acies Class A ordinary shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights.
Following the Domestication, a U.S. Holder generally would be required to include in gross income as U.S. source dividend income the amount of any distribution of cash or other property paid on the New PLAYSTUDIOS common stock to the extent the distribution is paid out of New PLAYSTUDIOS’ current or accumulated earnings and profits (as determined under U.S. federal income tax principles). U.S. Holders are urged to consult with their tax advisors regarding this and any other tax considerations of owning stock and warrants of a U.S. corporation, i.e., New PLAYSTUDIOS, rather than a non-U.S. corporation following the Domestication.
Basis and Holding Period Considerations
Assuming the Domestication qualifies as an F Reorganization, subject to the discussion below under the section entitled “—PFIC Considerations”: (i) the tax basis of a share of New PLAYSTUDIOS common stock or New PLAYSTUDIOS warrant received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the Acies Class A ordinary share or Acies warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Internal Revenue Code (as discussed below) and (ii) the holding period for a share of New PLAYSTUDIOS common stock or a New PLAYSTUDIOS warrant received by a U.S. Holder will include such U.S. Holder’s holding period for the Acies Class A ordinary share or Acies warrant surrendered in exchange therefor.
If the Domestication fails to qualify as an F Reorganization, the U.S. Holder’s basis in the common stock and warrants of New PLAYSTUDIOS would be equal to the fair market value of such common stock and warrants of New PLAYSTUDIOS on the date of the Domestication, and such U.S. Holder’s holding period for such common stock and warrants of New PLAYSTUDIOS would begin on the day following the date of the Domestication. Shareholders who hold different blocks of Acies Securities (generally, shares of Acies Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of Acies Securities.
Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares
Section 367 of the Internal Revenue Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “—PFIC Considerations,” Section 367 of the Internal Revenue Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Internal Revenue Code will generally apply to U.S. Holders on the date of the Domestication. Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to their Acies Class A
 
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ordinary shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Internal Revenue Code and the PFIC rules, as discussed below under the section entitled “—PFIC Considerations,” as a result of the Domestication.
U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Acies Stock
Subject to the discussion below under the section entitled “—PFIC Considerations,” a U.S. Holder who beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Acies stock entitled to vote or 10% or more of the total value of all classes of Acies stock (a “10% U.S. Shareholder”) on the date of the Domestication must include in income as a dividend deemed paid by Acies the “all earnings and profits amount” attributable to the Acies Class A ordinary shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Internal Revenue Code. A U.S. Holder’s ownership of Acies warrants will be taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.
A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its Acies Class A ordinary shares is the net positive earnings and profits of Acies (as determined under Treasury Regulations under Section 367 of the Internal Revenue Code) attributable to such Acies Class A ordinary shares (as determined under Treasury Regulations under Section 367 of the Internal Revenue Code) but without regard to any gain that would be realized on a sale or exchange of such Acies Class A ordinary shares. Treasury Regulations under Section 367 of the Internal Revenue Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Internal Revenue Code. In general, Section 1248 of the Internal Revenue Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Internal Revenue Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.
Acies does not expect to have significant, if any, cumulative net earnings and profits on the date of the Domestication. If Acies’ cumulative net earnings and profits through the date of the Domestication is less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its Acies Class A ordinary shares. However, the determination of earnings and profits is a complex determination and may be impacted by numerous factors. It is possible that the amount of Acies’ cumulative net earnings and profits could be positive through the date of the Domestication, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend deemed paid by Acies under Treasury Regulations under Section 367 as a result of the Domestication.
U.S. Holders Who Own Less Than 10% (By Vote or Value) of Acies Stock
Subject to the discussion below under the section entitled “—PFIC Considerations,” a U.S. Holder whose Acies Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its Acies Class A ordinary shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s Acies Class A ordinary shares as described below.
Subject to the discussion below under the section entitled “—PFIC Considerations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to Acies Class A ordinary shares in an amount equal to the excess of the fair market value of New PLAYSTUDIOS common stock received in the Domestication over the U.S. Holder’s adjusted tax basis in the Acies Class A ordinary shares deemed surrendered in exchange therefor. Subject to the discussion below under the caption heading “—PFIC Considerations,” such gain should be capital gain, and should be long term capital gain if the U.S. Holder has held the Acies Class A ordinary shares for longer than one year. Long term capital gains of non-corporate taxpayers are generally subject to tax at preferential rates under current law. U.S. Holders who hold different blocks of Acies Class A
 
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ordinary shares (generally, Acies Class A ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend paid by Acies the “all earnings and profits amount” attributable to its Acies Class A ordinary shares under Section 367(b) of the Internal Revenue Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:
(1)
a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);
(2)
a complete description of the Domestication;
(3)
a description of any stock, securities or other consideration transferred or received in the Domestication;
(4)
a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;
(5)
a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Acies establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Acies Class A ordinary shares and (B) a representation that the U.S. Holder has notified Acies (or New PLAYSTUDIOS) that the U.S. Holder is making the election; and
(6)
certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Internal Revenue Code or the Treasury Regulations.
In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year including the Domestication, and the U.S. Holder must send notice of making the election to Acies or New PLAYSTUDIOS no later than the date such tax return is filed. In connection with this election, Acies may in its discretion provide each U.S. Holder eligible to make such an election with information regarding Acies’ earnings and profits upon written request but there can be no assurance in this regard.
Acies does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Internal Revenue Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that Acies had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its Acies Class A ordinary shares, and thus could be required to include that amount in income as a deemed dividend deemed paid by Acies under applicable Treasury Regulations as a result of the Domestication.
EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS ACIES CLASS A ORDINARY SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.
A U.S. Holder who is not a 10% U.S. Shareholder and whose Acies Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication generally should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Internal Revenue Code in connection with the Domestication. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “—PFIC Considerations.”
 
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Tax Consequences for U.S. Holders of Acies Warrants
Assuming the Domestication qualifies as an F Reorganization, subject to the considerations described under the section entitled “—Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares—a . U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Acies Stock” above relating to a U.S. Holder’s ownership of Acies warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Internal Revenue Code, and the considerations described below under the section entitled “—PFIC Considerations” relating to the PFIC rules, a U.S. Holder of Acies warrants generally should not be subject to U.S. federal income tax with respect to the exchange of their Acies warrants for New PLAYSTUDIOS warrants in the Domestication.
Following the Domestication, holders of New PLAYSTUDIOS warrants will hold warrants to acquire equity interests in New PLAYSTUDIOS. The terms of each warrant provide for an adjustment to the number of shares of New PLAYSTUDIOS Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless, a U.S. Holder of New PLAYSTUDIOS warrants may be treated as receiving a constructive distribution from New PLAYSTUDIOS if, for example, the adjustment increases the holder’s proportionate interest in New PLAYSTUDIOS’ assets or earnings and profits (e.g., through an increase in the number of shares of New PLAYSTUDIOS Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the warrants), including as a result of a distribution of cash or other property to the holders of shares of our Class A common stock which is taxable to such holders of such shares as a distribution. Any constructive distribution received by a U.S. Holder would be subject to tax in the same manner as if such U.S. Holder received a cash distribution from us equal to the fair market value of such increased interest. Generally, a U.S. Holder’s adjusted tax basis in its warrant would be increased to the extent any such constructive distribution is treated as a dividend.
ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.
PFIC Considerations
Regardless of whether the Domestication qualifies as an F Reorganization (and, if the Domestication qualifies as an F Reorganization, in addition to the discussion under the section entitled “—Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares” above), the Domestication could be a taxable event to U.S. Holders under the passive foreign investment company (“PFIC”) provisions of the Internal Revenue Code if Acies is considered a PFIC.
Definition of a PFIC
A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the “startup year”) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years.
PFIC Status of Acies
Based upon the composition of its income and assets, and upon a review of its financial statements, Acies believes that it likely will not be eligible for the startup exception and therefore likely has been a PFIC
 
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since its first taxable year and will likely be considered a PFIC for the taxable year which ends as a result of the Domestication.
Effects of PFIC Rules on the Domestication
Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Internal Revenue Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants of a PFIC for newly issued warrants in connection with a domestication transaction) recognizes gain notwithstanding any other provision of the Internal Revenue Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Internal Revenue Code. However, proposed Treasury Regulations under Section 1291(f) of the Internal Revenue Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of Acies Class A ordinary shares and Acies warrants as a result of the Domestication if:
1.
Acies were classified as a PFIC at any time during such U.S. Holder’s holding period in such Acies Class A ordinary shares or Acies warrants; and
2.
the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Acies Class A ordinary shares or in which Acies was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM Election (as defined below) with respect to such Acies Class A ordinary shares. Currently, applicable Treasury Regulations provide that neither a QEF Election nor an MTM Election can be made with respect to warrants.
The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Acies. Under these rules:

the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Acies Class A ordinary shares or Acies warrants;

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Acies was a PFIC, will be taxed as ordinary income;

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S. Holder.
In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Internal Revenue Code, whereby, if the gain recognition rule of the proposed Treasury Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Internal Revenue Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by Acies, the gain realized on the transfer is taxable as an excess distribution under these rules, and the excess, if any, of the amount to be included in income under Section 367(b) of the Internal Revenue Code over the gain realized under these rules is taxable as provided under Section 367(b) of the Internal Revenue Code. See the discussion above under the section entitled “—Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares.
It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Internal Revenue Code may be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of Acies Class A ordinary shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their Acies Class A ordinary shares and Acies warrants under the PFIC rules in the manner set forth above. A U.S. Holder that made a timely and effective QEF
 
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Election (or a QEF Election along with a purging election) or an MTM Election with respect to its Acies Class A ordinary shares is referred to herein as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to herein as a “Non-Electing Shareholder.”
The application of the PFIC rules to U.S. Holders of Acies warrants is unclear. A proposed Treasury Regulation issued under the PFIC rules generally treats an “option” ​(which would include an Acies warrant) to acquire the stock of a PFIC as stock of the PFIC, while a final Treasury Regulation issued under the PFIC rules provides that the QEF Election does not apply to options and no MTM Election (as defined below) is currently available with respect to options. Therefore, it is possible that the proposed Treasury Regulations if finalized in their current form would apply to cause gain recognition on the exchange of Acies warrants for New PLAYSTUDIOS warrants pursuant to the Domestication.
Any gain recognized by a Non-Electing Shareholder of Acies Class A ordinary shares or a U.S. Holder of Acies warrants as a result of the Domestication pursuant to the PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in the manner set forth above, with no corresponding receipt of cash.
As noted above, the Domestication could be a taxable event under the PFIC rules regardless of whether the Domestication qualifies as an F Reorganization if Acies is considered a PFIC. If the Domestication fails to qualify as an F Reorganization, absent a QEF Election (or a QEF Election along with a purging election) or an MTM Election, a U.S. Holder would be taxed under the PFIC rules in the manner set forth above.
ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE DOMESTICATION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.
QEF Election and Mark-to-Market Election
The impact of the PFIC rules on a U.S. Holder of Acies Class A ordinary shares will depend on whether the U.S. Holder has made a timely and effective election to treat Acies as a “qualified electing fund” under Section 1295 of the Internal Revenue Code for the taxable year that is the first year in the U.S. Holder’s holding period of Acies Class A ordinary shares during which Acies qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s Acies Class A ordinary shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its Acies Class A ordinary shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its Acies Class A ordinary shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.
A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to Acies is contingent upon, among other things, the provision by Acies of a “PFIC Annual Information Statement” to such U.S. Holder. Acies will endeavor to provide PFIC Annual Information Statements, upon written request, to U.S. Holders of Acies Class A ordinary shares with respect to each taxable year for which Acies determines it is a PFIC. There is no assurance, however, that Acies will timely provide such information. As discussed further above, a U.S. Holder is not able to make a QEF Election with respect to Acies warrants under applicable final Treasury Regulations. An Electing Shareholder generally would not be subject to the adverse PFIC rules discussed above with respect to its Acies Class A ordinary shares. As a result, such an Electing Shareholder generally should not recognize gain or loss as a result of the Domestication except to the extent described under “—Effects of Section 367 to U.S. Holders of Acies Class A Ordinary Shares” and subject to the discussion above under “—Tax Effects of the Domestication to U.S. Holders,” but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Acies, whether or not such amounts are actually distributed.
The impact of the PFIC rules on a U.S. Holder of Acies Class A ordinary shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Internal Revenue
 
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Code. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the Nasdaq (an “MTM Election”). No assurance can be given that the Acies Class A ordinary shares are considered to be marketable stock for purposes of the MTM Election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders generally will not be subject to the special taxation rules of Section 1291 of the Internal Revenue Code discussed herein with respect their Acies Class A ordinary shares in connection with the Domestication. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Acies Class A ordinary shares at the end of its taxable year over its adjusted tax basis in its Acies Class A ordinary shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Acies Class A ordinary shares over the fair market value of its Acies Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The U.S. Holder’s basis in its Acies Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Acies Class A ordinary shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the PFIC stock, then the Section 1291 rules discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to Acies Class A ordinary shares, including in connection with the Domestication. An MTM Election is not available with respect to warrants, including the Acies warrants.
THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), AN MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE, WHETHER AND HOW ANY OVERLAP RULES APPLY, THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Tax Effects to U.S. Holders of Exercising Redemption Rights
Generally
The U.S. federal income tax consequences to a U.S. Holder of Acies Class A ordinary shares (which will be exchanged for New PLAYSTUDIOS common stock in the Domestication) that exercises its redemption rights with respect to its Acies Class A ordinary shares to receive cash in exchange for all or a portion of its New PLAYSTUDIOS common stock received in the Domestication will depend on whether the redemption qualifies as a sale of shares of New PLAYSTUDIOS common stock under Section 302 of the Internal Revenue Code. If the redemption qualifies as a sale of shares of New PLAYSTUDIOS common stock by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “—Taxation of Redemption Treated as a Sale of New PLAYSTUDIOS Common Stock.” If the redemption does not qualify as a sale of shares of New PLAYSTUDIOS common stock, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “—Taxation of Redemption Treated as a Distribution.”
Whether a redemption of shares of New PLAYSTUDIOS common stock qualifies for sale treatment will depend largely on the total number of shares of New PLAYSTUDIOS stock treated as held by the redeeming U.S. Holder before and after the redemption (including any stock constructively owned by the U.S. Holder as a result of owning New PLAYSTUDIOS warrants and any New PLAYSTUDIOS stock that a U.S. Holder would directly or indirectly acquire pursuant to the Business Combination or the PIPE Investment) relative to all of the New PLAYSTUDIOS stock outstanding both before and after the redemption. The redemption of New PLAYSTUDIOS common stock generally will be treated as a sale of
 
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New PLAYSTUDIOS common stock (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in New PLAYSTUDIOS or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares of New PLAYSTUDIOS stock actually owned by the U.S. Holder, but also shares of New PLAYSTUDIOS stock that are constructively owned by it under certain attribution rules set forth in the Internal Revenue Code. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include New PLAYSTUDIOS common stock which could be acquired pursuant to the exercise of New PLAYSTUDIOS warrants. Moreover, any New PLAYSTUDIOS stock that a U.S. Holder directly or constructively acquires pursuant to the Business Combination or the PIPE Investment generally should be included in determining the U.S. federal income tax treatment of the redemption.
In order to meet the substantially disproportionate test, the percentage of New PLAYSTUDIOS’ outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of shares of New PLAYSTUDIOS common stock must, among other requirements, be less than eighty percent (80%) of the percentage of New PLAYSTUDIOS’ outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account both redemptions by other holders of New PLAYSTUDIOS common stock and the New PLAYSTUDIOS common stock to be issued pursuant to the Business Combination or the PIPE Investment). There will be a complete termination of a U.S. Holder’s interest if either (1) all of the shares of New PLAYSTUDIOS stock actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares of New PLAYSTUDIOS stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares of New PLAYSTUDIOS stock (including any stock constructively owned by the U.S. Holder as a result of owning New PLAYSTUDIOS warrants). The redemption of New PLAYSTUDIOS common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in New PLAYSTUDIOS. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in New PLAYSTUDIOS will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests is satisfied, then the redemption of shares of New PLAYSTUDIOS common stock will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “—Taxation of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed New PLAYSTUDIOS common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining New PLAYSTUDIOS stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its New PLAYSTUDIOS warrants or possibly in other New PLAYSTUDIOS stock constructively owned by it.
Taxation of Redemption Treated as a Distribution
If the redemption of a U.S. Holder’s shares of New PLAYSTUDIOS common stock is treated as a corporate distribution, as discussed above under the section entitled “—Generally,” the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from New PLAYSTUDIOS’ current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of New PLAYSTUDIOS’ current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares of New PLAYSTUDIOS common stock. Any remaining excess will be treated as gain realized on the sale of New PLAYSTUDIOS common stock and will be treated as described below under the section entitled “—Taxation of Redemption Treated as a Sale of New PLAYSTUDIOS Common Stock.
 
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Taxation of Redemption Treated as a Sale of New PLAYSTUDIOS Common Stock
If the redemption of a U.S. Holder’s shares of New PLAYSTUDIOS common stock is treated as a sale, as discussed above under the section entitled “—Generally,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the shares of New PLAYSTUDIOS common stock redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the New PLAYSTUDIOS common stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
U.S. Holders who hold different blocks of New PLAYSTUDIOS common stock (including as a result of holding different blocks of Acies Class A ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
Because the Domestication will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Internal Revenue Code and the PFIC rules as a result of the Domestication (discussed further above).
ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR NEW PLAYSTUDIOS COMMON STOCK PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Information Reporting and Backup Withholding
Payments of cash to a U.S. Holder as a result of the redemption of New PLAYSTUDIOS common stock may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
NON-U.S. HOLDERS
As used herein, a “Non-U.S. Holder” is a beneficial owner of an Acies Security who or that is, for U.S. federal income tax purposes:

a non-resident alien individual, other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates;

a foreign corporation; or

an estate or trust that is not a U.S. Holder.
Effects of the Domestication to Non-U.S. Holders
The Domestication is not expected to result in any U.S. federal income tax consequences to Non-U.S. Holders of Acies Securities.
The following describes U.S. federal income tax considerations relating to the ownership and disposition of New PLAYSTUDIOS common stock and New PLAYSTUDIOS warrants by a Non-U.S. Holder after the Domestication.
Distributions
In general, any distributions (including constructive distributions, but not including certain distributions of New PLAYSTUDIOS stock or rights to acquire New PLAYSTUDIOS stock) made to a Non-U.S. Holder
 
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of shares of New PLAYSTUDIOS common stock, to the extent paid out of New PLAYSTUDIOS’ current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S., New PLAYSTUDIOS will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such Non-U.S. Holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of New PLAYSTUDIOS common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New PLAYSTUDIOS common stock, which will be treated as described under “—Sale, Taxable Exchange or Other Taxable Disposition of New PLAYSTUDIOS Common Stock and Warrants” below.
The withholding tax generally does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S.. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).
The terms of each New PLAYSTUDIOS warrant provides for an adjustment to the number of shares of New PLAYSTUDIOS Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless, a Non-U.S. Holder of New PLAYSTUDIOS warrants may be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of New PLAYSTUDIOS Class A common stock that would be obtained upon exercise or through a decrease in the exercise price of the warrants), including as a result of a distribution of cash or other property to the holders of shares of New PLAYSTUDIOS Class A common stock which is taxable to such holders of such shares as a distribution. Any constructive distribution received by a Non-U.S. Holder would be subject to tax in the same manner as if such Non-U.S. Holder received a cash distribution from New PLAYSTUDIOS equal to the fair market value of such increased interest. It is possible that any withholding tax on such a constructive distribution might be satisfied by us or the applicable withholding agent from other distributions to the Non-U.S. Holder, or from proceeds subsequently paid or credited to such holder. Generally, a Non-U.S. Holder’s adjusted tax basis in its warrant would be increased to the extent any such constructive distribution is treated as a dividend.
Sale, Taxable Exchange or Other Taxable Disposition of New PLAYSTUDIOS Common Stock and Warrants
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its New PLAYSTUDIOS common stock or New PLAYSTUDIOS warrants (including an expiration or redemption of the New PLAYSTUDIOS warrants, or a redemption of New PLAYSTUDIOS common stock that is treated as a sale or exchange as described under “—Effects to Non-U.S. Holders of Exercising Redemption Rights”), unless:
1.
the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);
2.
such Non-U.S. Holder is an individual who was present in the U.S. for 183 days or more in the taxable year of such disposition and certain other requirements are met;
 
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3.
New PLAYSTUDIOS is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of redemption or the period that the Non-U.S. Holder held New PLAYSTUDIOS common stock and, in the case where shares of New PLAYSTUDIOS common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than five percent (5%) of New PLAYSTUDIOS common stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. Holder’s holding period for the shares of New PLAYSTUDIOS common stock. There can be no assurance that New PLAYSTUDIOS common stock is or has been treated as regularly traded on an established securities market for this purpose.
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a corporate Non-U.S. Holder may also be subject to an additional “branch profits tax” at a thirty percent (30%) rate (or a lower applicable income tax treaty rate). If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of thirty percent (30%).
If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, New PLAYSTUDIOS may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such redemption. It is not expected that New PLAYSTUDIOS would be a United States real property holding corporation after the Domestication or immediately after the Business Combination is completed. However, such determination is factual in nature and subject to change and no assurance can be provided as to whether New PLAYSTUDIOS would be treated as a United States real property holding corporation in any future year.
Tax Effects to Non-U.S. Holders of Exercising Redemption Rights
The U.S. federal income tax consequences to a Non-U.S. Holder of Acies Class A ordinary shares that exercises its redemption rights to receive cash from the trust account in exchange for all or a portion of its New PLAYSTUDIOS common stock received in the Domestication will depend on whether the redemption qualifies as a sale of the New PLAYSTUDIOS common stock redeemed, as described above under “U.S. Holders—Tax Effects to U.S. Holders of Exercising Redemption Rights—Generally.” If such a redemption qualifies as a sale of New PLAYSTUDIOS common stock, the U.S. federal income tax consequences to the Non-U.S. Holder will be as described above under “—Sale, Taxable Exchange or Other Taxable Disposition of New PLAYSTUDIOS Common Stock and Warrants.” If such a redemption does not qualify as a sale of New PLAYSTUDIOS common stock, the Non-U.S. Holder will be treated as receiving a corporate distribution, the U.S. federal income tax consequences of which are described above under “—Distributions.”
Because it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale of shares or a corporate distribution, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder in redemption of such Non-U.S. Holder’s New PLAYSTUDIOS common stock, unless (i) the applicable withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a dividend under the Section 302 tests described above under the section entitled “U.S. Holders—Tax Effects to U.S. Holders of Exercising Redemption Rights— Generally”). However, there can be no assurance that any applicable withholding agent will establish such special certification procedures. If an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder generally may obtain a refund of any such excess
 
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amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.
Information Reporting Requirements and Backup Withholding
Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of New PLAYSTUDIOS common stock and New PLAYSTUDIOS warrants. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
Foreign Account Tax Compliance Act
Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of dividends (including constructive dividends) on New PLAYSTUDIOS common stock and New PLAYSTUDIOS warrants to “foreign financial institutions” ​(which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of New PLAYSTUDIOS common stock and warrants.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement.
Introduction
Acies is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Acies and PLAYSTUDIOS, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
Acies is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. Acies was incorporated in the Cayman Islands on August 14, 2020. On October 27, 2020, Acies consummated its initial public offering of 20,000,000 units at $10.00 per unit, generating gross proceeds to of $200.0 million. Each unit consists of one Acies Class A ordinary share and one-third of one redeemable warrant (the “public warrants”). Simultaneously with the consummation of the initial public offering, Acies completed the sale of 4,333,333 private placement warrants (the “private placement warrants”) at a purchase price of $1.50 per warrant to the Sponsor, generating gross proceeds of $6.5 million. On November 9, 2020, Acies consummated the sale of an additional 1,525,000 units pursuant to the underwriters’ partial exercise of their over-allotment option at $10.00 per unit, and the sale of an additional 203,334 private placement warrants to the Sponsor at $1.50 per private placement warrant. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the transactions described in this paragraph.
The proceeds from the IPO and the private placement with the Sponsor have been deposited in the Trust Account and invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of September 30, 2020, as adjusted for the transactions described in the preceding paragraph, there was $215.3 million held in the Trust Account. Acies has 24 months from the closing of the initial public offering (by October 22, 2022) to complete a business combination.
PLAYSTUDIOS develops and operates online and mobile social games and leverages marketing relationships with various partners to provide players a unique social gaming experience while earning real-world rewards provided by the Company’s awards partners. PLAYSTUDIOS’ games are free-to-play and available via the Apple App Store, Google Play Store, Amazon Appstore and Facebook. PLAYSTUDIOS creates games based on its own original content as well as third-party licensed brands and generates revenue through the in-game sale of virtual currency and through advertising.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical balance sheet of Acies and the historical balance sheet of PLAYSTUDIOS on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020, combine the historical statements of operations of Acies and PLAYSTUDIOS for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2019, the beginning of the earliest period presented:

the impacts of the Business Combination, including the Domestication, the merger of Catalyst Merger Sub I, Inc., a wholly owned subsidiary of Acies, with and into PLAYSTUDIOS, with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies; and the merger of Catalyst Merger Sub II, LLC, a wholly owned subsidiary of Acies, with and into PLAYSTUDIOS, with Catalyst Merger Sub II, LLC surviving the merger as a wholly-owned subsidiary of Acies;
 
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the issuance of consideration to existing PLAYSTUDIOS shareholders and PLAYSTUDIOS warrant holders, consisting of shares of New PLAYSTUDIOS common stock, cash, and the commitment to provide up to additional 15.0 million shares of New PLAYSTUDIOS common stock if certain share price targets are met during the five-year period following the consummation of the Business Combination;

the impacts of the Sponsor Support Agreement, including the immediate forfeiture of 850,000 Acies Class B ordinary shares held by the Sponsor (“Sponsor Shares”) and 715,000 private placement warrants, and an additional forfeiture of up to 807,188 Sponsor Shares in the event of the Maximum Redemption Scenario; and

the impact of the Subscription Agreements, including the proceeds of $250 million from the issuance of 25,000,000 shares of New PLAYSTUDIOS common stock to investors;
The historical financial information of Acies was derived from the unaudited financial statements of Acies as of September 30, 2020 and for the period from August 14, 2020 (inception) through September 30, 2020, which are included elsewhere in this proxy statement/prospectus. The historical financial information of PLAYSTUDIOS was derived from the unaudited and audited consolidated financial statements of PLAYSTUDIOS as of and for the nine months ended September 30, 2020, and for the year ended December 31, 2019, respectively, which are included elsewhere in this proxy statement/prospectus. This information should be read together with the accompanying notes to the unaudited pro forma condensed combined financial statements, Acies’ and PLAYSTUDIOS’ unaudited and audited financial statements and related notes, the sections titled “Acies’ Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “PLAYSTUDIOS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.
The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. The net assets of Acies will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS.
PLAYSTUDIOS has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

PLAYSTUDIOS’ existing stockholders will have over 80% of the voting interest in the post-combination company;

The largest individual minority stockholder of the post-combination company is an existing stockholder of PLAYSTUDIOS;

The board of directors of the post-combination company will be comprised of the chief executive officer of PLAYSTUDIOS, one director designated by Acies, and five additional directors to be determined by PLAYSTUDIOS before the closing of the Business Combination;

PLAYSTUDIOS’ management will hold executive management roles (including the Chief Executive Officer and Chief Financial Officer, among others) for the post-combination company and be responsible for the day-to-day operations;

PLAYSTUDIOS has significantly more revenue-generating activities, which are expected to comprise all of the activities conducted by the post-combination company; and

the objective of the Business Combination is to create an operating public company, with management continuing to use PLAYSTUDIOS’ platform and assets to grow the business under the name of PLAYSTUDIOS, Inc.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by the public stockholders of Acies Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the Trust Account:
 
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No Redemption Scenario:   This presentation assumes that no public stockholders of Acies exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account. This scenario assumes that there are 21,525,000 public shares outstanding upon the completion of the Business Combination.
Maximum Redemption Scenario:   This presentation assumes that stockholders holding 21,525,000 shares of Acies Class A ordinary shares will exercise their redemption rights for their pro rata share of the funds in the Trust Account. The Merger Agreement provides that consummating the Business Combination is conditioned on having net tangible assets of at least $5,000,001. In addition, the Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Acies will have a minimum of $200 million in cash comprising (i) the cash held in the Trust Account after giving effect to Acies share redemptions, (ii) proceeds from the PIPE Investment, (iii) less certain filing fees incurred by Acies. As the proceeds from the PIPE Investment are expected to satisfy the minimum cash requirement, the total Trust Account balance of $215.3 million as of September 30, 2020, adjusted for the effect of IPO and the additional issuance of shares and sale of private placement warrants in connection with the underwriters’ partial exercise of their over-allotment option, is reflected as being redeemed.
Description of the Business Combination
The aggregate consideration to be paid to PLAYSTUDIOS stockholders in connection with the Business Combination (excluding any potential earn out consideration), is expected to be approximately $1,041 million, payable in the form of shares of New PLAYSTUDIOS common stock and cash. PLAYSTUDIOS stockholders and vested PLAYSTUDIOS option holders also have the contingent right to receive up to 15 million additional shares of New PLAYSTUDIOS common stock contingent upon achieving certain market share price milestones within a period of 5 years following the Business Combination.
The following summarizes the consideration in both the No Redemption and Maximum Redemption Scenarios:
(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
(1)
The Merger Agreement entitles PLAYSTUDIOS shareholders to make an election for cash consideration for up to 15% of their equity interest. Under the No Redemption Scenario, the available cash is expected to be sufficient for each PLAYSTUDIOS shareholder to elect the full 15% of their equity interest for cash consideration. Any equity interest in excess of the amount elected for cash consideration is exchanged for New PLAYSTUDIOS common stock.
(2)
Excludes shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options that are vested but unexercised as of the closing date of the Business Combination. As the shares do not represent legally outstanding shares of New PLAYSTUDIOS common stock at closing, they are excluded from the total consideration amount.
 
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(3)
The Merger Agreement allows for a maximum cash consideration amount of $150 million. In the event that 4,057,902 PLAYSTUDIOS Options, equivalent to 966,327 shares of New PLAYSTUDIOS common stock on a net exercise basis, are exercised and elected for cash consideration under the No Redemption Scenario, the total cash consideration would increase to the maximum of $150 million. Additionally, the shares of New PLAYSTUDIOS common stock underlying vested options would reduce to 9,575,855 shares.
Holders of PLAYSTUDIOS common stock will receive shares of New PLAYSTUDIOS common stock in an amount determined by application of the Exchange Ratio of approximately 0.2381, which is based on PLAYSTUDIOS’ implied price per share prior to the Business Combination. The following summarizes the pro forma New PLAYSTUDIOS shares outstanding under the two redemption scenarios:
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%
(1)
Excludes the shares of New PLAYSTUDIOS Class A common stock underlying Acies public and private placement warrants under both scenarios, as the warrants are not exercisable until 30 days after the close of the Business Combination or one year from the closing of the IPO.
(2)
Includes 900,000 shares of New PLAYSTUDIOS Class A common stock, held by the Sponsor under both scenarios that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the closing date of the Business Combination.
(3)
Excludes the shares of New PLAYSTUDIOS Class A and Class B common stock underlying the New PLAYSTUDIOS Options as well as any potential earn-out consideration, as they do not represent legally outstanding shares of New PLAYSTUDIOS common stock at Closing.
The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(in thousands)
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
 
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (CONTINUED)
AS OF SEPTEMBER 30, 2020
(in thousands)
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)
 
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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
 
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(in thousands, except share and per share data)
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
 
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share data)
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
(1)
As Acies’ date of inception is August 14, 2020, no statement of operations data exists for the year ended December 31, 2019.
 
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1.   Basis of Presentation
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. The net assets of Acies will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 present pro forma effects to the Business Combination as if it had been completed on January 1, 2019. These periods are presented on the basis of PLAYSTUDIOS as the accounting acquirer.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

Acies’ unaudited condensed balance sheet as of September 30, 2020 and the related notes, included elsewhere in this proxy statement; and

PLAYSTUDIOS’ unaudited consolidated balance sheet as of September 30, 2020 and the related notes, included elsewhere in this proxy statement.
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

Acies’ unaudited condensed statement of operations for the period from August 14, 2020 (inception) to September 30, 2020 and the related notes, included elsewhere in this proxy statement; and

PLAYSTUDIOS’ unaudited consolidated statement of operations for the nine months ended September 30, 2020 and the related notes, included elsewhere in this proxy statement.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:

PLAYSTUDIOS’ audited consolidated statement of operations for the year ended December 31, 2019 and the related notes, included elsewhere in this proxy statement.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Acies believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Acies believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Acies and PLAYSTUDIOS.
2.   Adjustment for Acies Initial Public Offering
The unaudited pro forma condensed combined balance sheet has been prepared based on the historical balance sheet as of the end of the most recent period. As of September 30, 2020, Acies had not yet completed
 
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its initial public offering, which was completed on October 27, 2020. Therefore, an adjustment is made to the Acies’ historical September 30, 2020 balance sheet to give effect to the IPO and the underwriters’ partial exercise of their over-allotment option.
3.   Accounting Policies
Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
4.   Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). Acies has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted net income (loss) attributable to common stockholders per share presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the post-combination company’s shares outstanding, assuming the Business Combination occurred on January 1, 2019.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:
(A)
Reflects the forfeiture of 850,000 Sponsor Shares under the No Redemption Scenario and the conversion, on a one-for one basis, of the Sponsor Shares into New PLAYSTUDIOS Class A common stock upon the Domestication. The forfeiture of the 715,000 private placement warrants owned by the Sponsor does not result in a pro forma adjustment as it is a reclassification within the Additional Paid-In Capital line item. Provided the Maximum Redemption Scenario occurs, an additional 807,188 Sponsor Shares will be forfeited.
(B)
Reflects the reclassification of 20,466,959 shares of Acies Class A ordinary shares subject to possible redemption to New PLAYSTUDIOS Class A common stock with a par value of $0.0001 and Additional Paid-In Capital.
(C)
Reflects the reclassification of $215.3 million of cash and cash equivalents held in the Trust Account that become available to fund the Business Combination.
(D)
Reflects the settlement of $7.5 million of Acies’ deferred underwriting fees that become payable at closing of the Business Combination.
(E)
Reflects the reclassification of Acies historical accumulated deficit.
 
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(F)
Reflects 33,698,764 shares of PLAYSTUDIOS common stock and 25,232,896 shares of PLAYSTUDIOS preferred stock exchanged for total cash consideration of $140.3 million to be paid to PLAYSTUDIOS stockholders under the No Redemption Scenario. The Merger Agreement entitles PLAYSTUDIOS shareholders to make an election for cash consideration for up to 15% of their equity interest. Under the No Redemption Scenario, the available cash is expected to be sufficient for each PLAYSTUDIOS shareholder to elect the full 15% of their equity interest for cash consideration.
(G)
Represents the recapitalization of 190,959,659 shares of PLAYSTUDIOS common stock and 142,986,411 shares of PLAYSTUDIOS preferred stock into 63,041,235 shares of New PLAYSTUDIOS Class A common stock and 16,482,910 shares of New PLAYSTUDIOS Class B common stock under the No Redemption Scenario.
(H)
In April 2011, PLAYSTUDIOS entered into a joint marketing agreement with MGM Resorts International. In exchange for assistance with marketing campaigns and the exclusive right to utilize MGM’s intellectual property for the development of social gaming apps, PLAYSTUDIOS agreed to issue common stock representing 10% of their then-outstanding common stock and in lieu of royalty payments, PLAYSTUDIOS agreed to pay a profit share. In October 2020, PLAYSTUDIOS elected its right to terminate the profit share provision of the agreement for a one-time termination fee of $20.0 million, payable upon the consummation of the Business Combination. The pro forma adjustment reflects the payment at the close of the Business Combination and the release of $0.3 million in accrued liabilities as of September 30, 2020. Additionally, in connection with the Business Combination, MGM agreed to immediately reinvest the $20.0 million fee as part of the PIPE offering described in note (K).
(I)
Reflects the payment of a $5.0 million Transaction Bonus to the PLAYSTUDIOS management team contingent upon the closing of the Business Combination.
(J)
Reflects the payment of a $2.5 million Transaction Donation to a charity decided by the PLAYSTUDIOS management team contingent upon the closing of the Business Combination.
(K)
Reflects the proceeds of $250.0 million from the issuance and sale of 25,000,000 shares of New PLAYSTUDIOS Class A common stock at $10.00 per share as part of the PIPE offering pursuant to the terms of the Subscription Agreements.
(L)
Reflects the settlement of the total transaction costs estimated to be incurred by PLAYSTUDIOS of approximately $27.7 million, consisting of equity issuance costs of $27.6 million and $0.1 million transaction costs to be expensed as incurred. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $27.2 million as $0.5 million has been paid as of the pro forma balance sheet date. The costs expensed through retained earnings are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 as discussed in (CC) below.
(M)
Reflects the settlement of the total transaction costs estimated to be incurred by Acies of approximately $15.9 million, consisting of equity issuance costs of $14.4 million and $1.5 million in transaction costs to be expensed as incurred. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $15.9 million as $0 million has been paid as of the pro forma balance sheet date. The costs expensed through retained earnings are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 as discussed in (DD) below.
(N)
Represents the incremental fair value of New PLAYSTUDIOS Class B common stock related to the increased voting rights. New PLAYSTUDIOS Class B common stock, which was granted to the Founder Group, has the same economic rights as the New PLAYSTUDIOS Class A common stock, except the voting rights. New PLAYSTUDIOS Class B common stock carries 20 votes per share whereas New PLAYSTUDIOS Class A common stock carries one vote per share. Therefore, the incremental fair value of New PLAYSTUDIOS Class B common stock results in an estimated compensation charge at the time of exchange for approximately
 
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$1.5 million and $1.8 million under the No Redemption Scenario and Maximum Redemption Scenario, respectively.
(O)
Reflects the maximum redemption of 21,525,000 public shares for aggregate redemption payments of $215.3 million allocated to Class A Common Stock and Additional Paid-In Capital using par value $0.0001 per share and at a redemption price of $10.00 per share. The redemption price is calculated as $215.3 million in the Trust Account per the unaudited pro forma condensed combined balance sheet divided by 21,525,000 public shares subject to possible redemption.
(P)
Reflects a reversal of adjustment (F) to present the impact of decreased cash consideration and incremental share consideration under the Maximum Redemption Scenario. Under the Maximum Redemption Scenario, the total cash available to be paid for cash consideration is estimated to be $0. As a result, an adjustment is made to reverse $140.3 million of cash consideration recorded in adjustment (F) and recognize additional share issuance of 11,124,924 shares of New PLAYSTUDIOS Class A common stock and 2,908,749 shares of New PLAYSTUDIOS Class B common stock.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 are as follows:
(AA)
Reflects the recognition of expense related to the Transaction Bonus, which is contingent on the closing of the Business Combination. This is a non-recurring item.
(BB)
Reflects the recognition of expense related to the Transaction Donation to a charity decided by the PLAYSTUDIOS management team. The Transaction Donation is contingent upon the closing of the Business Combination. This is a non-recurring item.
(CC)
Reflects the total estimated transaction costs for PLAYSTUDIOS in the statement of operations for the year ended December 31, 2019. No transaction costs were expensed in the historical PLAYSTUDIOS statement of operations for the nine months ended September 30, 2020. Transaction costs are reflected as if incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.
(DD)
Reflects the total estimated transaction costs for Acies in the statement of operations for the year ended December 31, 2019. No transaction costs were expensed in Acies’ historical statement of operations for the period from August 14, 2020 (inception) through September 30, 2020. Transaction costs are reflected as if incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.
(EE)
Reflects the recognition of the incremental compensation expense related to the incremental fair value of New PLAYSTUDIOS Class B common stock as described in adjustment (N) above. This is a non-recurring item.
5.   Net income (loss) attributable to common stockholders per share
Represents the net income (loss) attributable to common stockholders per share calculated using the historical weighted average shares of common stock outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares of common stock outstanding for basic and diluted net income (loss) attributable to common stockholders per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented.
 
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If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire periods.
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption by Acies Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account for the nine months ended September 30, 2020 and for the year ended December 31, 2019:
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
(1)
Excludes 900,000 shares of New PLAYSTUDIOS Class A common stock held by the Sponsor. These shares will be subject to certain vesting conditions based on the share price performance. In the event such performance targets are not met before the fifth anniversary of the closing of the Business Combination, the shares will be forfeited. While the shares are considered issued and outstanding as of the date of the Business Combination, the share are contingently returnable. Therefore, these shares are excluded from the weighted average shares of New PLAYSTUDIOS Class A common stock outstanding.
(2)
Excludes the public and private placement warrants, which are exercisable at $11.50 per share. As the warrants are deemed anti-dilutive, they are excluded from the calculation of earnings per shares under both scenarios.
 
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COMPARATIVE SHARE INFORMATION
The following table sets forth summary historical comparative share information of Acies and PLAYSTUDIOS and unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:
No Redemption Scenario:   This presentation assumes that no public shareholders of Acies exercise redemption rights with respect to their public shares for a pro rata share of the funds in the Trust Account. This scenario assumes that there are 21,525,000 public shares outstanding upon the completion of the Business Combination.
Maximum Redemption Scenario:   This presentation assumes that stockholders holding 21,525,000 shares of Acies Class A ordinary shares will exercise their redemption rights for their pro rata share of the funds in the Trust Account. The Merger Agreement provides that consummating the Business Combination is conditioned on having net tangible assets of at least $5,000,001. In addition, the Merger Agreement includes as a condition to closing the Business Combination that, at the Closing, Acies will have a minimum of $200 million in cash comprising (i) the cash held in the Trust Account after giving effect to Acies share redemptions, (ii) proceeds from the PIPE Investment, (iii) less certain filing fees incurred by Acies. As the proceeds from the PIPE Investment are expected to satisfy the minimum cash requirement, the total Trust Account balance of $215.3 million as of September 30, 2020, adjusted for the effect of IPO and the additional issuance of shares and sale of Private Placement Warrants in connection with the underwriters’ partial exercise of their over-allotment option, is reflected as being redeemed.
The pro forma book value information reflects the Business Combination as if it had occurred on September 30, 2020. The weighted average shares of common stock outstanding and net income (loss) attributable to common stockholders per share reflect the Business Combination as if it had occurred on January 1, 2019.
This information is only a summary and should be read in conjunction with the historical financial statements of Acies and PLAYSTUDIOS and related notes included elsewhere in this proxy statement. The unaudited pro forma combined per share information of Acies and PLAYSTUDIOS is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined net income (loss) attributable to common stockholders per share below does not purport to represent the results which would have occurred had the companies been combined during the periods presented, nor results for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Acies and PLAYSTUDIOS would have been had the companies been combined during the periods presented.
 
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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
 
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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)
(1)
Total stockholders’ equity per share is equal to total equity divided by weighted average shares of common stock outstanding used for basic net income per share.
(2)
Not applicable as Acies was incorporated on August 14, 2020.
(3)
A pro forma balance sheet for year ended December 31, 2019 is not required, and as such, no such calculation is included in this table.
 
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INFORMATION ABOUT ACIES
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Acies prior to the consummation of the Business Combination.
General
Acies is a blank check company incorporated on August 14, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although Acies is not limited to a particular industry or sector for purposes of consummating a business combination, Acies focuses on businesses in the live, location-based and mobile experiential entertainment industries. Specifically sectors that span live events, family entertainment, casino gaming, destination hospitality, sports, sports betting and iGaming, and social and casual mobile games. We are predominantly focused on the U.S. However, our search may expand to international markets. primarily located in the U.S. Acies has neither engaged in any operations nor generated any revenue to date. Based on Acies’ business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On October 22, 2020, Acies consummated its initial public offering of its units, with each unit consisting of one Acies Class A ordinary share and one-third of one public warrant. Simultaneously with the closing of the initial public offering, Acies completed the private sale of 4,333,333 private placement warrants at a purchase price of $1.50 per private placement warrant, to the Sponsor generating gross proceeds to us of $6,500,000. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, Acies consummated the sale of an additional 1,525,000 Acies units, at $10.00 per unit, generating gross proceeds of $15,250,000. Simultaneously with the partial exercise of the over-allotment option, Acies consummated the sale of an additional 203,334 private placement warrants, at $1.50 per private placement warrant, generating gross proceeds of $305,000. The private placement warrants are identical to the warrants sold as part of the units in Acies’ initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company, (ii) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of Acies’ initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.
Following the closing of Acies’ initial public offering and the partial exercise of the underwriters’ over-allotment option, a total of $215.3 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the Trust Account. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less (“U.S. Treasury Bills”) or in money market funds investing solely in U.S. Treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. As of November 9, 2020, funds in the Trust Account totaled $215.3 million and were in U.S. Treasury Bills. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the Closing), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Acies’ obligation to redeem 100% of the public shares if it does not complete a business combination by October 22, 2022 and (iii) the redemption of all of the public shares if Acies is unable to complete a business combination by October 22, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.
Effecting Acies’ Initial Business Combination
Fair Market Value of Target Business
The rules of Nasdaq require that Acies’ Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for the payment of taxes and excluding the amount of any
 
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deferred underwriting discount held in trust). Acies Board of Directors determined that this test was met in connection with the proposed Business Combination.
Shareholder Approval of Business Combination
Acies is seeking stockholder approval of the Business Combination at the Extraordinary General Meeting, at which shareholders may elect to redeem their shares, regardless of if or how they vote in respect of the Business Combination Proposal, into their pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). Acies will consummate the Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and the Condition Precedent Proposals are approved. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and each officer and director of Acies have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor (including Acies’ independent directors) owns 20% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information)Acies’, the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Acies’ shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of PLAYSTUDIOS or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (A) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Business Combination Proposal, the Organizational Documents Proposals (excluding Organizational Documents Proposal D and the Director Election Proposal), the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Auditor Ratification Proposal and the Adjournment Proposal, (B) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote in favor of the Domestication Proposal and Organizational Documents Proposal D (C) satisfaction of the Minimum Cash Condition, (D) otherwise limiting the number of public shares electing to redeem and (E) Acies’ net tangible assets (as determined in accordance with Rule 3a5 1(g)(1) of the Exchange Act) being at least $5,000,001.
Liquidation if No Business Combination
If Acies has not completed the Business Combination with New PLAYSTUDIOS by October 22, 2022 and has not completed another business combination by such date, in each case, as such date may be extended
 
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pursuant to Acies’ Cayman Constitutional Documents, Acies will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $0.1 million of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Acies’ our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Sponsor has entered into a letter agreement with Acies, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Acies Class B ordinary shares if Acies fails to complete its business combination within the required time period. However, if Sponsor owns any public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Acies fails to complete its business combination within the allotted time period.
The Sponsor and Acies’ directors and officers have agreed, pursuant to a written agreement with Acies, that they will not propose any amendment to the Cayman Constitutional Documents (i) to modify the substance or timing of Acies’ obligation to allow for redemption in connection with Acies’ initial business combination or to redeem 100% of its public shares if it does not complete its business combination by October 22, 2022 or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless Acies provides its public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable), divided by the number of then outstanding public shares. However, Acies may not redeem its public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
Acies expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although it cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing Acies’ plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, Acies may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
The proceeds deposited in the Trust Account could, however, become subject to the claims of Acies’ creditors, if any, which could have priority over the claims of Acies’ public shareholders. Acies cannot assure you that the actual per-share redemption amount received by public shareholders will not be substantially less than $10.00. See “Risk Factors—Risks Related to the Business Combination and Acies—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering)” and other risk factors contained herein. While Acies intend to pay such amounts, if any, Acies cannot assure you that Acies will have funds sufficient to pay or provide for all creditors’ claims.
Although Acies will seek to have all vendors, service providers (other than Acies’ independent auditors), prospective target businesses and other entities with which Acies does business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Acies’ public shareholders, there is no guarantee that they will execute such agreements or, even if they execute such agreements, that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against Acies’ assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Acies’ management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement
 
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would be significantly more beneficial to us than any alternative. Examples of possible instances where Acies may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Acies is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In the event that Acies fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with Acies’ the Business Combination, Acies will be required to provide for payment of claims of creditors that were not waived that may be brought against Acies within the ten (10) years following redemption. In order to protect the amounts held in the Acies’ Trust Account, the Sponsor has agreed that it will be liable to Acies if and to the extent any claims by a third-party (other than Acies’ independent auditors) for services rendered or products sold to Acies, or a prospective target business with which Acies has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Acies’ the indemnity of the underwriters of Acies’ IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. Acies has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Acies believes that the Sponsor’s only assets are securities of Acies and, therefore, the Sponsor may not be able to satisfy those obligations. None of Acies’ other directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Acies’ independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Acies currently expects that Acies’ independent directors would take legal action on Acies’ behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that Acies’ independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, Acies cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share. See “Risk Factors—Risks Related to the Business Combination and Acies—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering)” and other risk factors contained herein.
Acies will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than Acies’ independent auditors), prospective target businesses and other entities with which Acies does business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under Acies’ indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
If Acies files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in Acies’ insolvency estate and subject to the claims of third parties with priority over the claims of Acies’ shareholders. To the extent any insolvency claims deplete the Trust Account, Acies cannot assure you Acies will be able to return $10.00 per share to Acies’ public shareholders. Additionally, if Acies files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders
 
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could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy court could seek to recover some or all amounts received by Acies’ shareholders. Furthermore, Acies Board of Directors of directors may be viewed as having breached its fiduciary duty to Acies’ creditors or may have acted in bad faith, and thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Acies cannot assure you that claims will not be brought against us for these reasons. See “Risk Factors—Risks Related to the Business Combination and Acies—If, after we distribute the proceeds in the Trust Account to our public shareholders, Acies files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.”
Acies’ public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) Acies’ completion of an initial business combination, and then only in connection with those Acies Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Acies’ obligation to allow redemption in connection with Acies’ initial business combination or to redeem 100% of the public shares if Acies does not complete Acies’ initial business combination by October 22, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if Acies has not completed an initial business combination by October 22, 2022, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of Acies warrants will not have any right to the proceeds held in the Trust Account with respect to the Acies warrants.
Facilities
Acies currently maintains its executive offices at 1219 Morningside Drive, Suite 110, Manhattan Beach, California 90266. Acies considers its current office space adequate for Acies’ current operations.
Upon consummation of the Business Combination, the principal executive offices of New PLAYSTUDIOS will be located at 10150 Covington Cross Drive, Las Vegas, NV 89144.
Employees
Acies currently has two executive officers. These individuals are not obligated to devote any specific number of hours to Acies’ matters but they intend to devote as much of their time as they deem necessary to Acies’ affairs until Acies has completed its initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for Acies’ initial business combination and the stage of the business combination process it is in. Acies does not intend to have any full time employees prior to the completion of its initial business combination.
Competition
If Acies succeeds in effecting the Business Combination, there will be, in all likelihood, significant competition from PLAYSTUDIOS’ competitors. Acies cannot assure you that, subsequent to the Business Combination, New PLAYSTUDIOS will have the resources or ability to compete effectively. Information regarding New PLAYSTUDIOS’ competition is set forth in the sections entitled “Information about PLAYSTUDIOS—Competition.”
 
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Directors and Executive Officers
Acies’ current directors and officers are as follows:
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
James Murren has served as Chairman of our board of directors since August 2020. Mr. Murren is also the Chair of the Nevada COVID-19 Response, Relief and Recovery Task Force. He was the chair of the Leadership Board of the University of Southern California’s Keck School of Medicine and has been a member of the Board of Trustees for Howard University since 2016. Mr. Murren first joined MGM Resorts International in 1998 as the Chief Financial Officer and served as the Chairman and CEO of MGM Resorts International from December 2008 to February 2020. He also served as Chairman of the American Gaming Association from 2014 to 2017, was on the Board of Trustees of the Brookings Institution from 2011 to 2018, served on the National Infrastructure Advisory Council from December 2013 to 2020, and served as a director of Delta Petroleum Corporation from February 2008 to November 2011. Mr. Murren co-founded the Nevada Cancer Institute, which was the official cancer institute for the state of Nevada until 2013, and served as a director from 2002 to 2012. Mr. Murren is also a founding contributor to Nevada’s first Fisher House, which provides housing for military and Veterans’ families, which was founded in February 2016. He also served as a member of the Business Roundtable, an association of CEOs of leading U.S. companies. Mr. Murren received his Bachelor of Arts from Trinity College. He is a CFA® charterholder. We believe Mr. Murren’s significant leadership experience makes him well qualified to serve as Chairman of our board of directors.
Daniel Fetters has served as our Co-Chief Executive Officer since August 2020. Previously, Mr. Fetters spent 20 years at Morgan Stanley from July 2000 to September 2020. Mr. Fetters served as a Managing Director in Morgan Stanley’s Mergers and Acquisition Group and became the Head of Western Region M&A in 2017, a position he held until his retirement in September 2020. Prior to his move to Los Angeles in 2005, Mr. Fetters spent five years with Morgan Stanley in New York focused on the Media & Communications sectors in both a financing and M&A capacity. Mr. Fetters received a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley.
Edward King has served as our Co-Chief Executive Officer since August 2020. Previously, Mr. King spent 20 years at Morgan Stanley, from March 2000 to September 2020, where, since January 2010, he served as Managing Director and Global Head of Gaming Investment Banking. In this capacity, Mr. King provided strategic and financial advice to clients on M&A and helped clients raise debt and equity capital in the public and private markets. Between July 1996 and February 2000, Mr. King was an investment banker at Lehman Brothers, working during this period in their London, Los Angeles and New York offices. Mr. King was a Board Member of the American Gaming Association from January 2014 to December 2015 and from January 2018 to December 2019. Mr. King has been a speaker at G2E, G2E Asia, International Association of Gaming Regulators, International Masters of Gaming Law, and International Association of Gaming Advisors conferences. Mr. King holds M.Phil, MA and BA degrees in economics from Cambridge University, England.
Chris Grove has served as our Executive Vice President of Acquisitions since August 2020. Mr. Grove has been a partner at Eilers & Krejcik Gaming since March 2017 and first joined them in December 2014, and is also on the board of FansUnite (FANS.CN). Mr. Grove also co-founded PlayUSA Media in January 2013, which was acquired by Catena Media in 2017. Following the acquisition, he also served as the
 
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Acting Director for Catena Media’s U.S. division through the completion of the transaction in October 2019. Mr. Grove received his Bachelor of Science and Master of Science degrees from the Illinois State University.
Zach Leonsis joined our board upon the effectiveness of the registration statement for Acies’ initial public offering in October 2020. Mr. Leonsis has been the senior vice president of strategic initiatives for Monumental Sports & Entertainment since June 2017 and general manager of Monumental Sports Network since February 2016. Mr. Leonsis received his Bachelor of Arts from the University of Pennsylvania and his M.B.A. from Georgetown University. We believe Mr. Leonsis’ background makes him well qualified to serve as a director.
Brisa Trinchero joined our board upon the effectiveness of the registration statement for Acies’ initial public offering in October 2020. Ms. Trinchero is currently the Chief Executive Officer of Princess Grace Foundation-USA & Grace de Monaco LLC since April 2019 and also serves as a trustee of the Denver Center for the Performing Arts since July 2019 and as an advisor for the American Theater Wing since July 2020 and Selladoor Worldwide since July 2017. Previously, Ms. Trinchero served as the Director of Innovation at the John Gore Organization from September 2017 to March 2019 and as the Founder and Chief Executive Officer of ShooWin from September 2015 to December 2017. Ms. Trinchero received her Bachelor of Arts from Portland State University and her M.B.A. from the University of Portland. We believe Ms. Trinchero’s background makes her well qualified to serve as a director.
Andrew Zobler joined our board upon the effectiveness of the registration statement for Acies’ initial public offering in October 2020. Mr. Zobler has been the Founder & CEO of the Sydell Group, a hospitality company, since October 2005. Prior to founding Sydell Group, Mr. Zobler served as Partner and Chief Investment Officer of André Balazs Properties from January 2003 to October 2005, and as a Principal in the Managing Member of the real estate fund Lazard Freres Real Estate Investors, LLC from May 2000 to January 2003. He joined Lazard from Starwood Hotels & Resorts in 2000, where he served as the Senior Vice President of Acquisitions and Development from April 1998 to May 2000. Before joining Starwood, Mr. Zobler was a partner in the real estate group at the law firm of Greenberg Traurig, LLP in their New York office from January 1997 to April 1998 specializing in hotel transactions. Mr. Zobler received his Bachelor of Arts from SUNY Binghamton and his Juris Doctor degree from Brooklyn Law School. We believe Mr. Zobler’s background makes him well qualified to serve as a director.
Sam Kennedy joined our board upon the effectiveness of the registration statement for Acies’ initial public offering in October 2020. Mr. Kennedy has been the President and Chief Executive Officer of the Boston Red Sox since August 2015 and has been a member of the baseball club’s upper management hierarchy since March 2002. He also serves as the Chief Executive Officer of Fenway Sports Management, a sports marketing and sales agency that is a sister company to the Boston Red Sox under the Fenway Sports Group family. Mr. Kennedy also serves on the Beth Israel Deaconess Medical Center Trustee/Advisory Board since October 2016 and the Marketing Committee since September 2016, the Winsor School Board of Trustees since the 2018 academic year, the Dana-Farber’s Visiting Committee for Institute Initiatives since February 2016, the BASE’s Advisory Committee since October 2017, and the Camp Harbor View Board of Directors since July 2016. Mr. Kennedy received his Bachelor of Arts from Trinity College. We believe Mr. Kennedy’s background makes him well qualified to serve as a director.
Number, Terms of Office and Appointment of Directors and Officers
Acies Board of Directors consists of five members. Prior to our initial business combination, holders of Acies’ Sponsor Shares have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of Acies’ public shares do not have the right to vote on the appointment of directors during such time. These provisions of our Cayman Constitutional Documents may only be amended by a special resolution passed by a majority of at least two-thirds of our ordinary shares attending and voting in a general meeting. Each of Acies’ directors hold office for a three-year term. Subject to any other special rights applicable to the shareholders, any vacancies on Acies’ Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of Acies Board of Directors or by a majority of the holders of Acies’ ordinary shares (or, prior to Acies’ initial business combination, holders of Acies’ Sponsor Shares).
 
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Acies’ officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Acies’ Board is authorized to appoint persons to the offices set forth in the Cayman Constitutional Documents, as it deems appropriate. The Cayman Constitutional Documents provide that Acies’ officers may consist of a one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
Director Independence
The rules of Nasdaq require that a majority of Acies’ Board be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and the listing standards of Nasdaq. In addition, members of Acies’ compensation committee and nominating and corporate governance committee must also satisfy the independence criteria set forth under the listing standards of Nasdaq.
Acies’ Board has determined that each of Mr. Leonsis, Ms. Trinchero, Mr. Zobler and Mr. Kennedy is an “independent director” under applicable SEC and Nasdaq rules.
Acies’ independent directors have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of Acies’ directors or executive officers have received any cash compensation for services rendered to Acies. Commencing on October 23, 2020 through the earlier of the consummation of Acies’ initial business combination and Acies’ liquidation, Acies accrues an obligation to an affiliate of the Sponsor for a total of $10,000 per month for office space, secretarial and administrative support. The Sponsor, directors and executive officers, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Acies’ audit committee reviews on a quarterly basis all payments that were made by Acies to the Sponsor, directors, executive officers or Acies or any of their affiliates.
Acies is not party to any agreements with its directors or officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence Acies’ management’s motivation in identifying or selecting a target business and Acies does not believe that the ability of its management to remain with it after the consummation of its initial business combination should be a determining factor in its decision to proceed with any business combination.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending or to Acies’ knowledge, threatened against us or any members of Acies’ management team in their capacity as such.
Periodic Reporting and Audited Financial Statements
Acies has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, Acies’ annual reports contain financial statements audited and reported on by Acies’ independent registered public accounting firm. Acies has filed with the SEC its Quarterly Report on Form 10-Q covering the three months ended September 30, 2020.
 
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ACIES’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company” or “Acies” refer to Acies prior to the consummation of the Business Combination. The following discussion and analysis of Acies’ financial condition and results of operations should be read in conjunction with Acies’ consolidated financial statements and notes to those statements included in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Acies’ actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.
Overview
We are a blank check company incorporated on August 14, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We reviewed a number of opportunities to enter into a business combination with an operating business, and entered into the Merger Agreement on February 1, 2021. We intend to finance the Business Combination through shares of New PLAYSTUDIOS common stock issued to PLAYSTUDIOS stockholders and the PIPE Investors.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete the Business Combination will be successful.
The issuance of additional shares in a business combination:

may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Acies Class B ordinary shares resulted in the issuance of Acies Class A ordinary shares on a greater than one-to-one basis upon conversion of the Acies Class B ordinary shares;

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our units, ordinary shares and/or warrants; and

may not result in adjustment to the exercise price of our warrants.
Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
 
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We have incurred, and expect to incur, significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete a business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2020 were organizational activities and those necessary to prepare for the initial public offering, described below. We do not expect to generate any operating revenues until after the completion of the Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the initial public offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, the Business Combination.
For the period from August 14, 2020 (inception) through September 30, 2020, we had a net loss of $16,739, which consisted of formation and operating costs.
Liquidity and Capital Resources
As of September 30, 2020, we had $143,032 in cash. Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
On October 27, 2020, we consummated the initial public offering of 20,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 4,333,333 private placement warrants to the Sponsor at a price of $1.50 per private placement warrant generating gross proceeds of $6,500,000.
On November 9, 2020, we issued an additional 1,525,000 Units for total gross proceeds of $15,250,000 in connection with the underwriters’ partial exercise of their over-allotment option. Simultaneously with the partial closing of the over-allotment option, we also consummated the sale of an additional 203,334 private placement warrants at $1.50 per private placement warrant, generating total proceeds of $305,000.
Following the initial public offering, the exercise of the over-allotment option in part, and the sale of the private placement warrants, a total of $215,250,000 was placed in the Trust Account. We incurred $12,363,821 in transaction costs, including $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other costs.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete the Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
 
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documents and material agreements of prospective target businesses, structure, negotiate and complete the Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete the Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative support services provided to the Company. We began incurring these fees on October 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2020, we were not subject to any market or interest rate risk. Following the consummation of our initial public offering, the net proceeds of our initial public offering, including
 
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amounts in the trust account, have been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15f and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
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INFORMATION ABOUT PLAYSTUDIOS
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of PLAYSTUDIOS, Inc. and its subsidiaries prior to the consummation of the Business Combination.
Business Description
For purposes of this section only, “PLAYSTUDIOS,” “the Company,” “we,” “us,” and “our” refer to PLAYSTUDIOS, Inc. and its subsidiaries, unless the context otherwise requires.
THE POWER OF PLAY
We are PLAYSTUDIOS and we build award-winning casual games that are among the most popular games available on iTunes and Google Play. Our games, which include myVEGAS Slots, myVEGAS Blackjack, my KONAMI Slots, POP! Slots, and the soon to be released myVEGAS Bingo and Kingdom Boss, have been downloaded over 100 million times and were played by over 4.3 million monthly active users for the nine months ended September 30, 2020. From social slots to casual and role-playing games (RPGs), each game has been thoughtfully crafted for the people who play it. As a result, we’ve been able to build a loyal and engaged community of players by virtue of our direct development efforts.
But we are not just a game company, because at the heart of every game we create is a powerful, one-of-a-kind loyalty program we call playAWARDS. It sets us apart from other leading game developers and it’s our key to building deep and lasting connections with millions of players. Every time players engage with one of our games, they begin earning valuable loyalty points and elevating their playAWARDS status. Once they have accumulated loyalty points, they can unlock a collection of real-world rewards and other benefits, that include, but are not limited to, vacations, invitations to special events, and access to our VIP services. Through our loyalty program, with a few swipes and a tap, players can be on their way to a complimentary meal, a show, or a weekend getaway, along with a chance to connect with other players who share their passion for our games.
Our curated collection of over 80 awards partners who represent more than 275 unique brands (as of December 31, 2020) includes MGM Resorts International, Wolfgang Puck, Royal Caribbean Cruise Lines, Cirque du Soleil, and House of Blues. The appeal of our loyalty program speaks for itself. Players have exchanged their loyalty points for over 10 million rewards with a retail value of nearly $500 million as of December 31, 2020.
Managing a loyalty program like playAWARDS requires a robust technology platform. That’s why we’ve created an intuitive collection of tools and services that allows our expansive network of global awards partners to make the most of their in-game promotional presence. With our platform, our awards partners can launch new rewards directly into our games and make changes to their existing ones. Then, in real time, they can see how players are responding to and engaging with their brands within our games.
Our awards partners recognize the value of showcasing their products and services within our games. The benefits, however, extend well beyond simple brand impressions, because each reward that a player acquires in our games translates to a potential customer for our awards partners. Extending these rewards to our players helps keep our awards partners top-of-mind in a way that’s entertaining and engaging, rather than transactional.
Our valuable loyalty program provides our players a whole new dimension to their gameplay experiences. We often hear player stories of unforgettable memories and personal connections that our players have made through our real-world rewards. And that is what makes PLAYSTUDIOS so much more than a game company.
From our portfolio of games, to our loyalty program, to our growing network of awards partners, we continue to demonstrate the true power of play, achieving an annual consolidated revenue growth rate of 22.5%, from $195.5 million for the year ended December 31, 2018 to $239.4 million for the year ended December 31, 2019. For the same periods, our net income increased from $2.8 million to $13.6 million and our Adjusted EBITDA increased from $16.5 million to $28.5 million.
 
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For the nine months ended September 30, 2020, we generated consolidated revenue of $205.9 million compared to $182.7 million for the nine months ended September 30, 2019, reflecting year-to-year growth of 12.7%. For the same periods our net income increased to $23.6 million from $8.3 million and our Adjusted EBITDA increased to $31.0 million from $23.3 million.
The Loyalty Lift
Successful games, just like most forms of creative content, move through a predictable lifecycle—from development and launch to maturity and late-stage contraction. At each stage, they are met with unique challenges, from driving discovery and amassing a community of engaged players, to retaining their players and converting non-paying players to payers. Our games are free-to-play, and we have primarily generated our revenue from the sale of virtual currency, which players can choose to purchase at any time to enhance their playing experience.
The key to any game’s success is the ability to hold onto its players long enough to realize their economic value. And therein lies the true benefit of our playAWARDS program. By incorporating loyalty mechanics into each of our games, we believe we have changed the profile of the typical game life cycle—scaling quickly, driving deeper engagement, and realizing greater life-time value from our players.
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From the players’ perspective, our in-game rewards enrich their game play experience, offering them something very real in exchange for their engagement with our games. This engenders an important sense of reciprocity, which is a key element in designing captivating digital experiences.
From our perspective as a game developer, our loyalty program has a proven positive impact on our ability to engage, retain, and monetize our players. During the year ended December 31, 2019, for players who redeemed rewards versus players who never viewed our rewards store, month-over-month retention was approximately ten times greater, minutes per day played was three times greater, and monetization was four times greater.
Company and Product Awards
Our games have received broad recognition from a number of industry publications and analysts. These accolades include:

App Annie Top 30 Publishers, 2020 and 2021
 
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“Best Marketing Campaign” award at the EGR North America Awards 2019

“Most Innovative Social Slot Game” 2019 EKG Slot Awards in Las Vegas (my KONAMI Slots)

“Best New Game” at the EGR Awards 2017 (POP! Slots)

Highly Commended in the Social Operator category “Best Social Gaming Operator” at the iGaming North America Awards 2017

“Best Social Slots Operator for 2016” eGaming Review

“Best Social Gaming Operator of 2016” iGaming

“Best of 2016” by two leading gaming industry groups, iGaming and eGaming Review
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OUR LOYALTY PROGRAM
Our playAWARDS program is grounded in a proven model that provides our players with a rewarding entertainment experience and our awards partners with promotional access to a large and valuable audience. From our perspective as a game developer, our playAWARDS program affords us a key competitive advantage in our strategy to retain, engage, and ultimately monetize our players. The platform’s rules engine allows us to align our reward offerings with players’ preferences based upon certain qualifying criteria. For example, our upcoming RPG game will feature benefits that include sporting events, concerts, amusement parks, and other forms of live entertainment. We believe our differentiated playAWARDS program benefits our players, awards partners, and business for a number of reasons as described below.
We believe our unique playAWARDS program provides our players with a compelling and differentiated value proposition: “Play Free Games. Earn Real Rewards.”
Each of our games incorporate loyalty points that are earned by players as they engage with our games. Like miles in a frequent-flyer program, our players accumulate more loyalty points as they demonstrate their ongoing commitment to our games. These loyalty points can then be exchanged for a vast library of real-world rewards. Each of our games features an integrated rewards lobby, enabling our players to easily browse and acquire benefits from a curated collection of rewards. Loyalty points are aggregated across all of our games, allowing our players to accumulate loyalty points more rapidly by engaging with more of our games. This drives traffic across our entire portfolio of games.
 
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It is our view that the playAWARDS program enriches the overall value proposition of our games. By complementing inherently great games with a compelling collection of rewards, we’ve been able to distinguish ourselves from our competition and drive market-leading metrics.
And it’s these results that have enabled us to expand our portfolio to over 80 awards partners who represent more than 275 brands as of December 31, 2020 across the United States, Canada, the UK, Europe, Australia, and Asia.
Our awards partners are able to reach new audiences and optimize marketing dollars through playAWARDS.
The playAWARDS program allows our awards partners to connect directly with a valuable mobile audience in a way that is engaging, entertaining, and cost effective. By integrating branded content and promotional offerings into our games, playAWARDS converts entertaining digital impressions into real world brand engagement. In the process of earning loyalty points and redeeming rewards, players make the journey from our world into the world of our awards partners. This activity helps them acquire new customers and reactivate ones that have lapsed. In addition, by extending restricted offers, our awards partners are able to shift customer demand from peak to off-peak periods, allowing them to optimize the utilization of their inventory.
Our awards partners are equipped with a robust toolkit to manage, monitor, and measure the performance of their rewards.
The playAWARDS platform provides a comprehensive suite of tools that enables participants in our loyalty program to optimize their participation. Our platform includes operating tools tailored to the needs of our game makers, customer service features for our support and VIP teams, and a dedicated console for our awards partners. All of these stakeholders are empowered to manage their activities in real time, drawing on player insights to optimize the impact and value they derive from the playAWARDS program.
We have amassed a global network of awards partners
As we have amassed a diverse collection of awards partners, the scale of our network has become a competitive edge that delivers benefits to both our players and awards partners. As of December 31, 2020, our catalogue of rewards includes offerings from over 80 partners who represent more than 275 entertainment, retail, travel, leisure, and gaming brands across 17 countries and four continents, and our players have used their loyalty points to acquire over 10 million rewards with a retail value of nearly $500 million as of December 31, 2020.
Our loyalty program extends the engagement and retention of our players and mitigates the impact of the “Creator’s Dilemma.”
The “Creator’s Dilemma” speaks to the unique challenges a game must overcome in each phase of its lifecycle. This dilemma highlights the complexities of standing out among hundreds of thousands of competing games, as well as the importance of driving deeper engagement and its relationship to monetization. We believe our playAWARDS program enhances the value of our games, and thereby lifts these key performance metrics. Whether it be early adoption, mid-term engagement, or long-term payer conversion, we believe our loyalty program enhances the trajectory and life cycle of our games.
We believe that the benefits of our loyalty program are best illustrated by our retention, engagement, and monetization metrics. In each of these key measures of performance, we see meaningful increases as players become aware of, and ultimately take advantage of the loyalty program. During the year ended December 31, 2019, for players who redeemed rewards versus those players who never viewed our rewards store, month over month retention was approximately ten times greater, minutes per day played was three times greater, and monetization was four times greater.
 
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We grow our network of players and awards partners through a “Virtuous Cycle.”
By leveraging our unique loyalty proposition, we grow our vibrant community of players. As our players engage with our games, they accumulate loyalty points that enrich their experience in the real world. As they consume their real-world rewards, they drive incremental business value for our awards partners, who more fully engage with our program and actively promote our games as a means of keeping their brands top-of-mind with target consumers. This drives players back to our games, where they can engage more deeply, accumulate more loyalty points, and repeat the cycle. The more players we drive to our awards partners, the more awards partners and rewards inventory we can attract. The more rewards we attract, the more we can offer to our players, making our loyalty proposition more compelling to an even broader audience.
OUR CORE STRENGTHS
We build engaging and beautifully executed games.
We are dedicated to building fun and beautiful games that feature a captivating complement of graphics, sounds, and visual effects. We undertake an extensive internal creative review process and comprehensive quality assurance testing before publishing any new game. We constantly monitor the performance of our games to improve the overall gameplay experience.
We have a proprietary loyalty platform with a global network of awards partners.
We have developed and scaled our proprietary loyalty platform to over 80 partners who represent more than 275 brands across 17 countries and four continents. We have amassed a global, diverse collection of awards partners across entertainment, retail, technology, travel, leisure, and gaming. Our scaled loyalty platform allows us to provide an engaging enhancement to the primary gaming experience of our 4.3 million active players for the nine months ended September 30, 2020.
We believe the combination of our ten years of development investments, operational experience, integration of our loyalty platform within our awards partners’ marketing and operating practices, and the breadth of our corporate relationships are significant competitive advantages, and to replicate our systems would require competitors to invest substantial time and incur significant expense.
We are experts in live operations.
We have established “live operations” as a core competency throughout the company and have dedicated live operations teams within each of our game studios. Crafting great content is a necessary, but
 
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not sufficient requirement when it comes to building an enduring franchise. Games, and the teams that build and operate them, must cultivate the capacity to understand, anticipate and respond to player behaviors. This ability is often enabled by sophisticated tools and a disciplined process. When done well, the overall experience, level of difficulty, rate of progress, and breadth of features, can be fine-tuned to the expectations and desires of individual player cohorts. By delivering content, offers, and features to our players at the optimal times during their gameplay, we can drive paying player conversion, continued monetization, and long-term paying player retention.
We are committed to adding value to our player experience through rewards, service, and community.
We believe that focusing on the player experience is the key to driving player retention and opportunities for conversion to paying players. We have built a player management infrastructure that includes customer support, social media community engagement, VIP hosting for premium players, and real-world meetups and social events with our awards partners.
We focus on transparency and accountability, empowering our employees and management to drive the efficient use of capital.
We believe that achieving our potential is rooted in the alignment of our teams around our vision, product plans, organization design, and expected results. To achieve this goal, we’ve implemented a company architecture that promotes transparency, engagement, critical thinking, and shared learning. Fundamental to this structure is our studio model and rigorous planning exercise. Teams evaluate their market opportunities, assess what’s unique about their position, craft or refine their strategies, and translate them into plans that are actionable and measurable.
We have built an operating framework that consists of the tools, information systems, communication practices, and disciplines that enables each of our studios to function independently and optimize its performance. While this model encourages creativity, dynamism, and independence, it also ensures that our values as a company are deeply ingrained in all that we do. This model fosters our commitment to our employees and their growth, our uncompromising attention to innovation and the creative execution of our games, and our relentless focus on creating value for our stakeholders.
We have adopted certain organizational conventions to drive collaboration and shared learning. Our Council Framework consists of a collection of forums, each comprised of experts across our studios, that self-organize, meet, and advance an agenda that serves the interests of the broader business. Today we have over 10 active councils focused on areas such as Monetization, Data Science, Technology, Product Execution, User Acquisition, and the playMAKER Experience. These forums are designed to drive deeper connections among our key leaders and provide opportunities for emerging talent within our organizations to make a broader impact on our business.
Our founder-led management team includes industry-leading talent in the casino, leisure and entertainment industries as well as seasoned game developers and operators.
Our leadership team is a diverse collection of entrepreneurs, product leaders, technologists, game designers, data scientists, and loyalty marketers. In each case, they bring decades of experience, and a shared commitment to assembling teams and building products that are enduring. As a group, they’ve drawn upon their vast experience to design our operating framework, implement the tools to develop our talent, clarify our strategies, measure our performance, and optimize our decision making.
We rely on data-driven performance marketing capabilities to drive return on our ad spend.
There are certain functions or areas of responsibility that we’ve elected to centralize for every studio’s benefit. In the case of player acquisition, we leverage a centralized marketing team to achieve efficiencies across our portfolio of games. Our performance marketing capabilities focus on cost-effectively acquiring players. Our player acquisition strategy is centered on a payback period methodology, and we strategically balance spend between the acquisition of new players and the reactivation of lapsed players.
 
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We demonstrate our culture of innovation through the work of playLABS.
playLABS is an internal group of game designers, engineers, and artists dedicated to the creation of cutting-edge games, features, and content. This group is also tasked with monitoring the competitive landscape for current and emerging trends, within our current category as well as adjacent genres that might hold crossover appeal or from which new features and functionality could be cross-appropriated.
OUR GROWTH OPPORTUNITIES
We have a collection of growth opportunities that fall into four distinct categories—Optimize, Expand, Acquire and Diversify. We will continue to optimize the performance of our existing portfolio of games, attracting, engaging, and monetizing more players. We also expect to expand our portfolio as we enter the casual and RPG categories with our Bingo and Kingdom Boss products in 2021. In addition, we intend to broaden our focus and act on acquisition opportunities that will allow us to complement our existing franchises by integrating new products and players into our playAWARDS program. In parallel, we expect to diversify our business model as we introduce and scale advertising within each of our games. We also plan to introduce new playAWARDS features that will enable our players to transact directly with us, which we expect will improve our gross margins. Lastly, we’ll continue to evolve our playAWARDS platform and tools such that we can make them available to strategic partners and third parties under a SaaS model, or in our case, Loyalty-as-a-Service.
New Game Launches, Including myVEGAS Bingo and Kingdom Boss
Our strategy to date has been to expand our portfolio of games and game studios through in-house development, leveraging the talent and culture of our teams to develop innovative and award-winning games. We intend to launch and scale our myVEGAS Bingo game in the first half of 2021 and complete the development and launch of Kingdom Boss, our Idle RPG game, in the second half of 2021. These games represent an extension of our addressable market and growth opportunity.
We believe that the prospective audience for myVEGAS Bingo will overlap considerably with our existing player network. 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.
With respect to the market opportunity for Kingdom Boss, the Squad RPG genre is among the fastest-growing gaming segments, with over 296 million downloads in 2020. According to Sensor Tower Game Intelligence, the total Squad RPG market size was $5.9 billion and it grew at a rate of 50% year-over-year. We intend to leverage our entry into this new category to attract both new awards partners and RPG players, expanding our reward offerings across sports, live entertainment, concerts, amusement and theme parks and other attractions. We believe this will further differentiate our game and enable us to attract, retain and monetize our players.
As we expand into these new genres, we expect to leverage loyalty mechanics and our player network to seed, and then grow, each new product. Historically, when we launched new games, we generally achieved over 150,000 retained daily active users within three weeks by cross-promoting to our existing player network.
 
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Targeted Strategic Acquisitions
To date, we have generally grown our business organically, assembling every team, building every product, and acquiring every player. Our intention is to apply the resources obtained from becoming a public company and accelerate our growth through strategic acquisitions. We believe prospective game companies will find us to be a more attractive acquiror, given the uniqueness of our playAWARDS program, and our overall operating framework. Whether it be a young company with untapped potential, or a mature business with an established portfolio of existing games, we intend to apply our experience, resources, and proprietary assets to helping them achieve their full potential. We believe our model, operating approach, team, and scale will enable us to compete for the best of these acquisition opportunities.
 
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We expect such acquisitions to deliver financially compelling growth at an attractive return on investment, given our capacity, through the integration of our playAWARDS program, to drive revenues and profitability beyond the target’s standalone business plan.
Ad Monetization
Nearly all of our revenue is derived from in-game purchases. We have recently introduced ad monetization mechanics as a limited pilot program within two of our games. We intend to qualify the potential of in-game advertising as a new source of revenue and expect to exploit the opportunity further later in the year. We believe there is untapped revenue potential, through ads, from players that are deeply engaged in our loyalty program but who have not made in-game purchases.
Direct Purchase
In 2020, we developed and trialed a new collection of web-based VIP features. The service was extended to select players, who were invited to engage with us through a customized player portal. Each portal is tailored to the player, with a curated collection of unique benefits, rewards, and real-world events. The player is also able to review his or her status and currency balances across all playAWARDS-enabled games, and should the player choose, the player can purchase virtual items from within the portal. It’s important to highlight that these players are given preferential access to unique rewards, along with virtual currency packages that are not available within the game. The VIP Player Portal remains available to a limited group of players as we continue to test its use and acceptance before making it available to a larger number of players.
Continued Conversion of Non-Paying Players into Paying Players
We believe we can generate revenue growth by converting more non-paying players into payers. We have increased the average daily conversion rate of non-payers to payers from 2.0% for the nine months ended September 30, 2019 to 2.2% for the nine months ended September 30, 2020. We continually assess the data about our players to develop insights that we can use to improve conversion. We also engage regularly with our players at community events and other occasions associated with their reward redemptions. These opportunities enable us to glean additional insights from our players that inform our ongoing product refinements. We intend to continue to explore new strategies to improve our conversion of non-paying players into paying players, including continued game enhancements, player outreach, live operations offerings, and data-driven player management strategies.
Increasing the Monetization of Our Paying Players
We believe we can generate revenue through increasing the monetization of our paying players. Each of our products has a rich roadmap of live events and new features focused on deepening the engagement among our existing paying players. From exclusive in-game VIP events and bespoke hosting services, to tailored pricing on store bundles and premium real-world rewards, we continue to expand the value we deliver to our players, which we believe will translate to increased levels of purchases by our players.
Growing Our Player Base
During the nine months ended September 30, 2020, we averaged 1,517,000 daily active users, a decrease of 8.2% from the same period in the prior year. We believe this decrease is a result of COVID-19 and its impact on our rewards offering. As hotels, cruise-lines, restaurants, and concerts were closed or canceled, we saw erosion in the level of engagement of our players. We believe this illustrates the power of our playAWARDS program, in that the absence of it resulted in a decline in our active players—the first in nearly five years. We believe that as we move past COVID-19 and restore the value of our rewards offerings, our player network will increase. In addition, it is our view that our awards partners will leverage our program and player network to reinvigorate their businesses as they emerge from COVID-19. To accomplish this, we believe our awards partners will expand the variety and amount of rewards inventory, making the value proposition of our program more compelling for existing and new players.
 
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Given the dynamics described above, the upcoming launch of our new games, and the anticipated acquisition of existing products, we believe we can grow our player base. And as we do, we intend to fully leverage the mechanics of our loyalty program to drive the cross-promotion and adoption of other games in our portfolio.
Loyalty-as-a-Service
Our playAWARDS program provides value to our awards partners while increasing player engagement and retention within our games. As we introduce new games and explore potential acquisition opportunities, we will integrate our loyalty program in order to drive value and benefit from our increased scale. We will continue to enhance our playAWARDS program by updating the platform and tools, optimizing the redemption funnel and growing our collection of awards partners. Our robust platform and knowledge can be leveraged and applied to other products and services as well. We also plan to explore additional opportunities for monetizing our technology, tools, and operating expertise by offering to other game publishers a tightly integrated, full-featured, loyalty-as-a-service solution.
PLAYSTUDIOS OVERVIEW
A Journey of a Thousand Smiles
At a San Francisco game conference in 2011, a chance encounter between a pair of accomplished entrepreneurs, Andrew Pascal and Paul Mathews, and a resourceful gaming veteran, Monty Kerr, led to the shared recognition of a unique opportunity. Facebook’s emerging social games space was heating up, offering both the promise of rapid growth and the challenge of stiff competition. Inspired by the opportunity, Andrew, Paul, and Monty believed that they had discovered a novel point of entry. They would leverage a powerful customer engagement practice common to many other industries but not yet applied to consumer gaming—a loyalty program. Thus, our founding team—rounded out by additional members Katie Bolich, Chad Hansing, and Nicholas Koenig—entered the social gaming market with exclusive licenses to a collection of iconic casino resort brands and a company-defining value proposition: play free games, get real rewards.
In July 2011, having formalized our relationship with MGM Resorts and closed our initial round of funding, we opened our first offices in Las Vegas, Nevada, Burlingame, California, and Austin, Texas. Our presence in each of these markets allowed us to quickly assemble our core team and begin the work of developing our first Facebook game, myVEGAS.
In 2012, shortly after the successful launch of myVEGAS, we observed early signals that the center of gravity for casual gaming was about to shift to mobile platforms. We quickly broadened our focus and in November 2013 we launched myVEGAS Slots for iOS and Android.
In May 2015 we expanded our global reach, opening a new office in Hong Kong—PLAYSTUDIOS ASIA—helmed by John Lin, currently our Chief Operating Officer.
In August 2016, we acquired Scene 53, an Israel-based technology company led by Yonatan Maor and a tight-knit group of innovative co-founders. They were developing immersive, multi-user, virtual environments and we leveraged their real-time social engine as the foundation for our next game, a communal casino experience called POP! Slots that featured player-to-player interactions and shared game outcomes.
Between July 2012 and August 2016, we had launched five games: myVEGAS on Facebook, myVEGAS Mobile Slots, myVEGAS Blackjack, my KONAMI Slots, and POP! Slots.
As we added titles to our game portfolio and grew our network of players, we continued to improve upon our playAWARDS program, introducing new awards partners and extending our footprint to more destinations in the U.S., Canada, UK, Europe, Australia, and Asia.
We continued to make significant investments in our playAWARDS program, including a major update to its underlying technology, released in October 2019. We believe our loyalty program will become an increasingly valuable tool for current and future awards partners seeking creative ways to engage with their target audience.
 
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Our Company Values
Values are not what you say. Values are who you are. At best, they are the product of self-discovery, not belabored wordsmithing. At PLAYSTUDIOS, the essence of who we are is expressed in three simple truths: PLAY better together, PLAY to win, and the game is for the PLAYer.
The founders of our company and the principals of our Tel Aviv and Hong Kong game studios have long histories together, and the importance of those relationships sets the tone for a company that places its highest premium on trust, mutual respect, and genuine regard for one another—even when we disagree. While clichés about close-knit cultures abound, we believe that in our case the metaphor of a company as family truly does apply. We recognize that building and growing a successful business requires a tremendous commitment of time and energy. Taking that journey with people you care about makes it all the better, whether shouldering a setback or sharing a success.
This leads us to our second value, PLAY to win. We all want an opportunity to do great work and to see the direct impact we have on the success of our company. And while there are many ways to measure success, for us, it’s all about the quality of what we create—about thoughtful design and attentive execution. To this end, we spend a good deal of time working through details that most people will never notice, but that do make a difference. The result is that our games have become known for their innovative features, distinctive look and feel, and level of quality that has become a hallmark of PLAYSTUDIOS.
The closeness of our teams and the quality of our content come together in our conviction that everything we create is for our players. Unlike a retail or a hospitality business, most game companies don’t have the luxury of daily encounters with their player base. While it is standard practice to continually evolve games based on a rich set of performance analytics, the importance of face-to-face player feedback cannot be overstated. Thanks to our real-world rewards and loyalty program, and an active calendar of community events, we have regular opportunities to socialize with our players in ways that other game companies cannot. Here again, our playAWARDS program affords us a distinct competitive advantage.
OUR GAMES
myVEGAS Facebook
In July 2012, we launched myVEGAS on Facebook. With the exclusive digital rights to many of the iconic casino resorts on Las Vegas Boulevard, our game provided players with the opportunity to build their own virtual Las Vegas Strip while enjoying free-to-play slots and table games inspired by their favorite desert destinations. Incorporating well established Las Vegas brands into our first title provided an air of authenticity to our games, our storylines, and even our social mechanics. We also debuted our one-of-a-kind loyalty program that allowed players to earn free meals, show tickets, hotel rooms, and more from a curated collection of awards partners, including: ARIA, Bellagio, CircusCircus, MGM Grand, Mandalay Bay, The Mirage, Monte Carlo (now Park MGM), New York-New York, Luxor, and Excalibur.
 
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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.
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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.
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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.
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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.
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myVEGAS Bingo (Coming Soon)
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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)
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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.
 
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Integration of Loyalty Program and cross promotion into myVEGAS Bingo and Kingdom Boss
In the decade since launching our first game with integrated loyalty mechanics, we’ve worked to abstract the technologies, tools, and operating practices that were central to this unique value proposition. Our aim was to transform our loyalty construct into a free-standing and full-featured program that could be more efficiently integrated into future game releases. Our playAWARDS initiative, and the dedicated team that leads it, is focused on further establishing it as the gaming industry’s gold standard. As we now look to accelerate our growth through new product introductions and strategic acquisitions, playAWARDS will serve as a catalyst, driving deeper engagement among newly acquired audiences.
As highlighted above, playAWARDS will feature prominently in our upcoming game launches. In the case of myVEGAS Bingo, we will integrate the program under the consumer-facing myVIP brand and actively promote it to our existing network of players. We believe this will attract a sizable collection of qualified and highly valued players for this game, as was the case in our past game launches. In each prior case, these early adopters have proven to be the ‘golden’ cohorts of players, driving sustained levels of performance and growth.
We will then turn our attention to the massive RPG market, as we launch Kingdom Boss with the category’s only real-world loyalty program. Soon players of the fastest growing game genre will be able to play for free and earn for real.
THE MARKET
We are focused on serving players within the global gaming market, which grew 19.6% in 2020 to $174.9 billion, compared to 2019, and encompassed 2.8 billion players across the globe, according to Newzoo. Additionally, within the global gaming market, Smartphone Games represented a $74.9 billion market growing at 29% year-over-year growth rate in 2020, according to Newzoo. 2020 was another landmark year for the industry, adding approximately 140 million players, according to Newzoo, as people worldwide increasingly looked to games as a form of entertainment, continuing the strong growth trajectory of the industry. We are fortunate to operate in the high growth mobile arena, and believe that there is meaningful room for expansion, especially as mobile and 5G penetration increases globally, and existing players continue to deepen their relationship with mobile content.
We believe that our prior learnings within the social casino genre will prove advantageous as we extend into the adjacent categories of casual and mid-core games. Our proven ability to frequently refresh in-game content, overcome repetitive game mechanics with nuanced design, and craft compelling features that convert players to payers address a key set of challenges that are common to much of the gaming landscape.
We now see tremendous growth opportunities as we apply our game-making, operational, and monetization sensibilities to new genres. We believe this can significantly broaden our prospective audience and afford us new opportunities to grow our overall network of players.
 
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The global games market is projected to grow to $217.9 billion in 2023 with 3.07 billion players according to NewZoo. Given the growth trajectory of gaming as a whole, as well as the diversification of our portfolio, we believe that we are well situated to capitalize on the continued expansion of the overall market.
COMPETITION
As a developer of mobile games, we compete with other game makers and other forms of entertainment content. Our primary competitors include Activision Blizzard (the parent company of King Digital), Electronic Arts (EA Mobile), Epic Games, Glu Mobile, Jam City, Machine Zone, Netmarble (the parent company of Kabam), NetEase (NetEase Games), Niantic, Peak Games, Supercell, Take-Two Interactive Software, Vivendi (the parent company of Gameloft) and others. Our market is continually evolving as new developers and new games become part of our rapidly growing, mobile gaming ecosystem. We compete on the basis of a number of factors, including quality of player experience, breadth and depth of gameplay, ability to create or license compelling content, brand awareness and reputation and access to distribution channels.
We believe we are well positioned as a gaming company with a robust loyalty program. It is our view that our investments in the quality of our games, coupled with the unique value proposition of playAWARDS, will continue to distinguish our products and drive our growth.
We believe the value of our playAWARDS model is tied to the breadth of rewards we make available to our players. Our ability to keep the program fresh and relevant is rooted in the value we deliver to our awards partners. As we continue to demonstrate the productivity and impact of our games as a user acquisition, reactivation and inventory management solution, our awards partners can increase their engagement, optimizing their rewards and the overall merchandising of the program. Driving demonstrable results is key to retaining our existing awards partners and attracting new ones. We expect to continue to demonstrate the value of our program, and in doing so, further build upon our substantial collection of awards partners and rewards.
We believe that we can compete favorably in our market. Successful execution of our strategy depends on our ability to attract and retain players, expand the market for our games, convert non-paying players into payers, attract and retain awards partners and offer unique and compelling experiences to players. In some cases, we compete against gaming operators who could expand their product lines to include games that
 
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could directly compete with ours. See “Risk Factors—Our industry is very competitive. If consumers prefer our competitors’ games over our own, our operating results could suffer.
INTELLECTUAL PROPERTY
We have 54 registered U.S. trademarks, more than 30 pending applications for trademarks, 14 issued U.S. patents, and 12 pending U.S. patent applications as of December 31, 2020. We create most of the intellectual property we use in our games, but we also license or otherwise receive rights to third-party intellectual property for use in our games. For example, we use licensed intellectual property from MGM Resorts International, Konami Gaming, Ainsworth Gaming Technology, NBCUniversal and Shaquille O’Neal among others, as creative assets in our games. These licenses typically limit our use of intellectual property to specific uses and for specific time periods and include other contractual obligations with which we must comply. Certain intellectual property rights may be licensed to us on a non-exclusive basis, and accordingly, the owners of such intellectual property are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Competition for these licenses is intense, and often results in one or more of advances, minimum payment guarantees and royalties that we must pay to the licensor, which decreases our profitability. Additionally, in the future, we may identify third-party intellectual property we may need to license in order to engage in our business, including to develop or commercialize new games; however, such licenses may not be available to us on acceptable terms or at all. We expect to continue to use a mix of originally created and licensed content in our games. See “Risk Factors—Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs.
GOVERNMENT REGULATION
We are subject to a variety of laws in the U.S. and abroad that affect our business, including state and federal laws regarding consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual property, export and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the U.S. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices and could have an adverse effect on our business. It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that we are required to comply with their laws and regulations.
There are ongoing academic, political and regulatory discussions in the U.S., Europe, Australia and other jurisdictions regarding whether social casino games should be subject to a higher level or different type of regulation than other social games to protect consumers, in particular minors and persons susceptible to addiction to social casino games, and, if so, what this regulation should include. For example, a court has recently determined that a class-action plaintiff was able to state a claim that an online social casino game operated by Big Fish Games, Inc. violated a specific anti-gambling law in Washington State. That case was settled in 2020 for $155 million. If new social casino regulations are imposed, or other regulations are interpreted to apply to our social casino games, certain, or all, of our social casino-themed games may become subject to those regulations and expose us to civil and criminal penalties if we do not comply. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations.
It is possible that a number of laws and regulations may be adopted or construed to apply to us in the U.S. and elsewhere that could restrict the online and mobile gaming industries, including player privacy, advertising, taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development of electronic commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through the Internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase, and we will be required to devote legal and other resources to address such regulation. For example, existing laws or new laws regarding the marketing of in-game purchases, labeling of free-to-play games, regulation of currency,
 
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banking institutions, unclaimed property or money transmission may be interpreted to cover our games and the purchase of virtual currency within our games. If that were to occur, we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may be dependent on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes in current laws or regulations or the imposition of new laws and regulations in the U.S. or elsewhere regarding these activities may impede the growth of social game services and impair our business, financial condition or results of operations.
We are a member of the ISGA, which promotes best practices in gaming
The International Social Games Association or ISGA is the worldwide representative body of the social games industry, a thriving segment of the entertainment and digital economies. Its mission is to educate and inform the public, policy makers and regulators on what the industry does, how it works and the value it generates for both the digital economy and people that play social games. The ISGA’s “Best Practice Principles” offer guidance to the industry on consumer protection, accountability and transparency, while its research program provides insight for its key stakeholders. We are a member of the ISGA and our co-founder and Executive Vice President, Paul Mathews, is the current Chairman of the ISGA. We are committed to ISGA’s Best Practice Principles, including transparency in our game mechanics, functionality, and in-game purchase process, striving to adhere to data privacy and protection law, and providing customer support.
Data Privacy and Security
We receive, store and process personal information, including personal information of our players and other player data. We respect the data privacy rights of our players and strive to comply with all applicable data privacy laws. However, there are numerous federal, state and local laws around the world regarding data privacy and the storing, sharing, use, processing, disclosure and protection of personal information, and current laws and regulations are inconsistent across jurisdictions leading to a patchwork of data privacy laws that are difficult to fully interpret and adhere to. Some of these laws and regulations authorize the governing agencies to investigate companies under their jurisdiction to ensure compliance, and to impose fines and other measures against companies who are not in compliance. The applicability of these laws and regulations to us, and their scope and interpretation, are constantly evolving, often uncertain, and may conflict between jurisdictions.
For example, in the U.S. we are subject to the California Consumer Privacy Act, which was enacted by the State of California and effective on January 1, 2020, and establishes additional data privacy rights for California residents, with corresponding obligations on businesses relating to transparency, deletion rights, and opting-out of the selling of personal information, and grants a private right of action for individuals in the event of certain security breaches. Similar laws relating to data privacy and security have been proposed in other states and at the federal level, and, if passed, such laws may have potentially conflicting requirements.
In Europe, we are subject to the General Data Protection Regulation 2016/679 or GDPR, a regulation on data protection and data privacy applicable to companies processing personal data of users in the European Union (EU) and the European Economic Area that became effective May 25, 2018. The GDPR is wide-ranging in scope and imposes strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal information (including restrictions on cross-border transfers of personal information), with substantial monetary penalties for violations. The GDPR also provides that EU member states may enact their own additional laws and regulations in relation to certain data processing activities. Recent legal developments in the EU have created complexity and uncertainty regarding transfers of personal information from the EU to “third countries,” especially the U.S. For example, last year, the Court of Justice of the EU invalidated the EU-U.S. Privacy Shield Framework (a mechanism for the transfer of personal information from the EU to the U.S. and made clear that reliance on standard contractual clauses (an alternative mechanism for the transfer of personal information outside of the EU) alone may not be sufficient in all circumstances. In addition, after the United Kingdom, or UK, left the EU, the UK enacted the UK GDPR, which, together with the amended UK Data Protection Act of 2018, retains the GDPR in UK national law, but also creates complexity and uncertainty regarding transfers of
 
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personal information between the UK and the EU, which could further limit our ability to use and share personal data and require localized changes to our operating model.
We are also subject to data protection and data privacy laws in other jurisdictions, such as the Lei Geral de Proteção de Dados or LGPD, a data privacy act enacted by Brazil that became effective September 18, 2020, which created new privacy rights for individuals and include monetary penalties for non-compliance. We are further subject to consumer protection laws, such as general truth in advertising and unfair trade practices that prohibit making false statements about, or otherwise failing to disclose, how we use our players’ data, as well as federal and state data breach notification laws.
The scope of data privacy laws and regulations worldwide continues to evolve, and we anticipate that the number of data privacy laws and the scope of individual data privacy and protection rights will increase, and we will continue to evaluate tools and methods to help us comply with existing and new laws and regulations.
We require new players who play our games for the first time to accept our privacy policy and terms of service. In our privacy policy, we disclose to our players what data we collect and how we use it. We also provide our players with an online submission form to exercise certain rights with respect to their personal data. We strive to comply with our privacy policy and respond to requests from our players to exercise such rights. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules and regulations to which we are subject.
See “Risk Factors—We are subject to laws and regulations concerning data privacy, information security, data protection and consumer protection, and these laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our business.
HUMAN CAPITAL
We had 390 employees in five studios in three countries as of December 31, 2020.
Diversity
Determined to lead by example, we are making good on our pledge to advocate for racial justice and address inequality in our industry and our communities—beginning with an examination of our own practices and policies.
We have partnered with corporate diversity consultancy, OpenAccess, to review our current diversity and inclusion initiatives and make recommendations that will allow us to strengthen our internal culture. This will be part of a broader effort aimed at fostering long-term structural change through awareness, training, and engagement.
OpenAccess, which works with companies to foster inclusion and diversity as a competitive advantage, has begun its process with an audit of our diversity, equity, and inclusion beliefs and practices. A company-wide survey and select one-on-one interviews have been conducted, and a comprehensive review of our hiring practices, recruitment strategies, and policies and procedures will follow, ensuring that they are aligned with our commitment to this important area.
Our partnership with OpenAccess was formed in the wake of our statement following the death of George Floyd. Upon completing an initial assessment, OpenAccess will assist us in advancing our long-term strategy to enhance our culture and ensure that everyone is valued, respected, and possesses a sense of belonging.
We are signatories to the Invest in Parents Pledge
We signed the #InvestInParents Pledge as a further expression of our commitment to support working parents during the COVID-19 crisis and beyond. The Invest in Parents Pledge is a movement initiated by working family advocates and family-forward organizations committed to supporting, protecting and investing in working parents—especially during this period of uncertainty. Employers and individuals who
 
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sign the Invest in Parents Pledge commit to advocating for and supporting working parents to help them participate, remain and thrive in the workforce.
FACILITIES
Our principal business operations are located in Las Vegas, Nevada. We lease space in Burlingame, California, Austin, Texas, Tel-Aviv, Israel and Hong Kong for our game development and operation functions. We believe our facilities are adequate and suitable for our current needs and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.
LEGAL PROCEEDINGS
From time to time, we are a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
 
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PLAYSTUDIOS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provide information that PLAYSTUDIOS believes is relevant to an assessment and understanding of PLAYSTUDIOS’ consolidated results of operations and financial condition. The discussion should be read together with “Selected Historical Consolidated Financial and Operating Data of PLAYSTUDIOS,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” and the historical audited and unaudited consolidated financial statements and the related respective notes thereto, included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. PLAYSTUDIOS’ actual results may differ materially from those anticipated in these forward-looking statements due to various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus. Unless the context otherwise requires, references in this “PLAYSTUDIOS Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to “we,” “us,” “our,” “PLAYSTUDIOS” and “the Company” refer to the business and operations of PLAYSTUDIOS, Inc. and its consolidated subsidiaries prior to the Business Combination and to New PLAYSTUDIOS and its consolidated subsidiaries, following the consummation of the Business Combination.
Overview
We are a developer and publisher of free-to-play casual games for mobile and social platforms that are powered by a differentiated playAWARDS loyalty platform. We have developed some of the most innovative and successful free-to-play social casino games in the world, including the award-winning POP! Slots, myVEGAS Slots, my KONAMI Slots and myVEGAS Blackjack. Our games are based on original content, real-world slot game content, as well as third-party licensed brands and are downloadable and playable for free on multiple social and mobile-based platforms, including the Apple App Store, Google Play Store, Amazon Appstore and Facebook.
Each of our games is powered by our proprietary playAWARDS program and incorporates loyalty points that are earned by players as they engage with our games. These loyalty points can be exchanged for real-world rewards from over 80 awards partners representing more than 275 hospitality, entertainment, and leisure brands across 17 countries and four continents. The rewards are provided by our collection of awards partners, all of whom provide their rewards from their collection of consumer brands at no cost to us as part of their overall marketing. We have developed a robust suite of tools for our playAWARDS platform that enable our awards partners to manage their rewards in real time, measure the value of our players’ engagement, and gain insight into the effectiveness and return on investment through the playAWARDS program. Through our self-service platform, awards partners can launch new offers, make changes to existing offers, and in real time see how players are engaging with their brands. The platform tools also provide awards partners the ability to measure the retail value of the rewards being redeemed by our players and estimate the additional benefits they are receiving from the patronage of our players at their establishments.
Included in our playAWARDS program is our player development and hosting program that includes an in-game framework, a VIP player portal, a dedicated concierge/host program and both in-game and in-person, invitation-only special events that provides an enhanced experience for our players, designed to drive increased player engagement and retention, and therefore extend each game’s life-cycle and monetization opportunity.
We have primarily generated our revenue from the sale of virtual currency, which players can choose to purchase at any time to enhance their playing experience. Once purchased, our virtual currency cannot be withdrawn from the game, transferred from one game to another or from one player to another, or be redeemed for monetary value. Players who install our games receive free virtual currency upon the initial launch of the game, and they may also collect virtual currency free of charge at periodic intervals or through targeted marketing promotions. Players may exhaust the free virtual currency and may choose to purchase additional virtual currency. Additionally, players can send free “gifts” of virtual currency to their friends on Facebook. Our revenue has been generated worldwide, but is largely concentrated in North America, with $193.1 million, or 80.7% and $14.3 million, or 6.0% of total revenue for the year ended December 31, 2019 being generated from the U.S. and Canada, respectively. During the year ended December 31, 2018, we
 
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generated $160.8 million, or 82.3% and $12.1 million, or 6.2% of total revenue from the U.S. and Canada, respectively. We also generate revenue from in-game advertising. Advertisements can be in the form of an impression, click-throughs, banner ads or offers, where players are rewarded with virtual currency or loyalty points for watching a short video. In 2019, 0.2% of our total revenue was generated from advertising.
History and Key Milestones
Since our founding in 2011, we have developed fun, high-quality, free-to-play mobile games, all supported by playAWARDS, our proprietary loyalty program, which includes concierge/host programs and special events as described further below.
Our first game, myVEGAS Slots, was launched on Facebook in 2012 along with the playAWARDS platform. In 2013, we expanded myVEGAS Slots to iOS and Android platforms, and we launched myVEGAS Blackjack in 2014. We signed a license agreement with Konami Gaming, Inc. in 2014, in order to use certain of their intellectual property in our myVEGAS Slots games.
In 2015, we expanded internationally with the opening of our Hong Kong studio, and expanded our partnership with Konami Gaming, Inc. to build a new game, my KONAMI Slots, that launched in early 2016. In 2016, we also acquired Scene53, an Israeli company that we had previously engaged to co-develop a new and innovative free-to-play social casino slot game. The game—the award-winning POP! Slots— launched shortly after the acquisition.
Each new game integrated our loyalty program at launch, and thereby expanded the suite of games that players could play to earn loyalty points and subsequent real-world rewards. We have grown our network of awards partners to over 80, representing more than 275 brands in 17 countries across 4 continents as of December 31, 2020. Our players’ responses have been positive, as they have exchanged loyalty points for more than 10 million rewards since inception through December 31, 2020.
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For a discussion of our key metrics “DAU” and “MAU,” see “—Key Performance Indicators and Non-GAAP Measures,” below.
In 2020, we entered into development agreements with Boss Fight Entertainment for two new games which we expect will diversify our portfolio beyond the social casino genre—myVEGAS Bingo (a more casual form of social casino game), and Kingdom Boss, an idle role playing game (“RPG”).
 
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Our combination of a high-quality, diverse game portfolio and robust playAWARDS loyalty program has created an engaged player base. It has been our goal, from the launch of our first game, to bridge the gap between the virtual world of mobile and desktop game play and the real world. In addition to allowing players to use earned loyalty points to purchase real-world rewards, our concierge/host program establishes direct communication between our live hosts and our players to enhance the in-game and reward redemption experience. We further bring fun into the real world by hosting in-person and invitation-only events where our players get to know their host and each other, as well as enjoy a variety of parties and activities. We believe that our concierge/host program and related special events create a personal touch that enables us to establish long lasting relationships with our players.
Impact of COVID-19
The ongoing COVID-19 pandemic and resulting social distancing, shelter-in-place, quarantine and similar governmental orders put in place around the world have caused widespread disruption in global economies, productivity and financial markets and have materially altered the way in which we conduct our day-to-day business. We have followed guidance by the U.S., Israel, Hong Kong and other applicable foreign and local governments to protect our employees and operations during the pandemic and have implemented a remote environment for our business. We cannot predict the potential impacts of the COVID-19 pandemic or the distribution of vaccines on our business or operations, but we will continue to actively monitor the related issues and may take further actions that alter our business operations, including as may be required by federal, state, local or foreign authorities or that we determine are in the best interests of our employees, players, partners and stockholders.
In addition to the potential direct impacts to our business, the global economy has been, and is likely to continue to be, significantly weakened as a result of the actions taken in response to COVID-19, and future government intervention remains uncertain. A weakened global economy may impact our players and their purchasing decisions within our games, in particular as a result of the limitations associated with redeeming real-world rewards due to government-mandated or other restrictions on travel and other activities and limitations on our players’ discretionary spending, consumer activity during the pandemic and its impact on advertising investments, and the ability of our business partners, including our awards partners, to navigate this complex social health and economic environment, any of which could result in disruption to our business and results of our operations.
The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the existence of any additional waves of the COVID-19 pandemic, the extent and effectiveness of containment actions, progress towards widespread rapid testing, effective treatment alternatives and the success and timing of vaccination efforts, and the impact of these and other factors on our employees, players and business partners. If we are not able to respond to and manage the impact of such events effectively, our business may be harmed.
See “Risk Factors” for more information related to COVID-19.
The Business Combination
On February 1, 2021, Acies, First Merger Sub and Second Merger Sub entered into the Merger Agreement with PLAYSTUDIOS. The Merger Agreement provides for, among other things, following the Domestication of Acies to Delaware as described below, the merger of First Merger Sub with and into PLAYSTUDIOS, with PLAYSTUDIOS surviving the merger as a wholly owned subsidiary of Acies, and immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second Merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement.
Upon Closing, the combined operating company will be named PLAYSTUDIOS INC. and the New PLAYSTUDIOS Class A common stock and the Public Warrants will continue to be listed on Nasdaq and trade under the ticker symbols “MYPS” and “MYPSW,” respectively.
 
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The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Acies will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of PLAYSTUDIOS issuing stock for the net assets of Acies, accompanied by a recapitalization. The net assets of Acies will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of PLAYSTUDIOS. The most significant changes in New PLAYSTUDIOS’ future reported financial position and results are expected to be an estimated net increase in cash (as compared to our consolidated balance sheet at September 30, 2020) of between approximately $171.8 million, assuming maximum redemptions by Acies shareholders while satisfying the minimum cash condition of $200 million being available for use by New PLAYSTUDIOS after Closing and $246.7 million, assuming no redemptions by Acies shareholders. Each redemption scenario includes approximately $250 million in proceeds from the PIPE Financing to be consummated substantially simultaneously with the closing of the Business Combination, offset by additional transaction costs for the Business Combination. The total estimated transaction costs for the Business Combination are approximately $43.6 million. In addition, deferred underwriter fees related to Acies’ initial public offering of $7.5 million will be paid at the close of the Business Combination. See “Unaudited Pro Forma Combined Financial Information.” New PLAYSTUDIOS’ cash on hand after giving effect to these transactions will be used for general corporate purposes, including investments in sales and marketing efforts, advancement of research and development efforts, general and administrative matters, and capital expenditures. New PLAYSTUDIOS may also use the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement its business.
Public Company Costs
Subsequent to the Business Combination, New PLAYSTUDIOS is expected to continue as an SEC-registered and Nasdaq-listed company. We expect to hire additional staff and implement new processes and procedures to address public company requirements. We also expect to incur substantial additional expenses for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external costs for investor relations, accounting, audit, legal and other functions.
Key Factors Affecting Our Performance
There are a number of factors that affect the performance of our business, and the comparability of our results from period to period, including:

Third-Party Platform Agreements—We derive a significant portion of our revenue from in-game purchases of virtual currency that are processed by platform providers such as the Apple App Store, Google Store and Amazon Appstore and on Facebook. The platform providers charge us a transaction fee to process payments from our players for their purchase of in-game virtual currency. These platform fees are generally set at 30% of the in-game purchase. Each platform provider has broad discretion to set its platform fees and to change and interpret its terms of service and other policies with respect to us and other developers in its sole discretion, and those changes may be unfavorable to us.

Player Acquisition—Establishing and maintaining a loyal network of players and paying players is vital for our success. As such, we spend a significant amount on advertising and other forms of player acquisition, such as traditional marketing and advertising, email and push notifications, and cross promoting between our games in order to grow our player base. These expenditures are generally related to new content launches, game enhancements and ongoing programs to drive new player acquisition and the reactivation of lapsed player engagement. Our player acquisition strategy is centered on a payback period methodology, and we strive to optimize spend between the acquisition of new players and the reactivation of inactive players.

Player Monetization—Our revenue has been primarily driven through the sale of virtual currency. Paying players purchase virtual currency in our games because of the perceived value, which is dependent on the relative ease of obtaining equivalent virtual currency by simply playing our game. The perceived value of our virtual currency can be impacted by various actions that we take in the games including offering discounts for virtual currency or giving away virtual currency in promotions. Managing game economies is difficult and relies on our assumptions and judgment. If we fail to manage our virtual economies properly or fail to promptly and successfully respond to
 
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any such disruption, our reputation may suffer and our players may be less likely to play our games and to purchase virtual currency from us in the future, which would cause our business, financial condition and results of operations to suffer.

Investment in Game Development and our playAWARDS platform—In order to maintain interest from existing players and add new players and achieve our desired revenue growth, we must continually improve the content, offers, and features in our existing games, the release of new games, and the features of the playAWARDS platform. As a result, we invest a significant amount of our technological and creative resources to ensure that we support an appropriate cadence of innovative content that our players will find appealing. These expenditures generally occur in advance of the release of new content or the launch of a new game, and the resulting revenue may not exceed the development costs, or the game or feature may be abandoned in its entirety.

Real-World Rewards—We currently offer real-world rewards relating to, among other things, dining, live entertainment shows and hotel rooms, and we plan to continue to expand and diversify our rewards loyalty program in order to maintain and enhance the perceived value offering to our players. Our players’ willingness to make in-game purchases is directly impacted by our ability to provide desirable rewards. The real-world rewards we offer to our players are provided at no cost to us by our awards partners, and there is no obligation for us to pay or otherwise compensate either our awards partners or players for any player redemptions under our awards partner agreements.
Key Performance Indicators and Non-GAAP Measures
We manage our business by regularly reviewing several key operating metrics to track historical performance, identify trends in player activity, and set strategic goals for the future. Our key performance metrics are impacted by several factors that could cause them to fluctuate on a quarterly basis, such as platform providers’ policies, seasonality, player connectivity, and the addition of new content to games. We believe these measures are useful to investors for the same reasons. In addition, we also present certain non-GAAP performance measures. These performance measures are presented as supplemental disclosure and should not be considered superior to or as a substitute for the consolidated financial statements prepared under U.S. GAAP. The non-GAAP measures presented in this proxy statement/prospectus should be read together with the audited and unaudited consolidated financial statements and the respective related notes thereto included elsewhere in this proxy statement/prospectus. The key performance indicators and non-GAAP measures presented in this proxy statement/prospectus may differ from similarly titled measures presented by other companies and are not a substitute for financial statements prepared in accordance with U.S. GAAP.
Key Performance Indicators
Daily Active Users (“DAU”)
DAU is defined as the number of individuals who played a game on a particular day. We track DAU by the player ID, which is assigned for each game installed by an individual. As such, an individual who plays two different games on the same day is counted as two DAU while an individual who plays the same game on two different devices is counted as one DAU. Average DAU is calculated as the average of the DAU for each day during the period presented. We use DAU as a measure of audience engagement to help us understand the size of the active player base engaged with our games on a daily basis.
Monthly Active Users (“MAU”)
MAU is defined as the number of individuals who played a game in a particular month. As with DAU, an individual who plays two different games in the same month is counted as two MAU while an individual who plays the same game on two different devices is counted as one MAU. Average MAU is calculated as the average of MAU for each calendar month during the period presented. We use MAU as a measure of audience engagement to help us understand the size of the active player base engaged with our games on a monthly basis.
 
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Average Daily Revenue Per DAU (“ARPDAU”)
ARPDAU is defined for a given period as the average daily revenue per average DAU, and is calculated as game and advertising revenue for the period, divided by the number of days in the period, divided by the average DAU during the period. We use ARPDAU as a measure of overall monetization of our players.
Daily Paying Users (“DPU”)
DPU is defined as the number of individuals who made a purchase in a mobile game during a particular day. As with DAU and MAU, we track DPU based on account activity. As such, an individual who makes a purchase on two different games in a particular day is counted as two DPU while an individual who makes purchases in the same game on two different devices is counted as one DPU. Average DPU is calculated as the average of the DPU for each day during the period presented. We use DPU to understand the size of our active player base that makes in-game purchases. This focus directs our strategic goals in setting player acquisition and pricing strategy.
Daily Payer Conversion
Daily Payer Conversion is defined as DPU as a percentage of DAU on a particular day. Average Daily Payer Conversion is calculated as the average DPU divided by average DAU for a given period. We use Daily Payer Conversion to understand the monetization of our active players.
Non-GAAP Measures
Adjusted EBITDA (“AEBITDA”) and AEBITDA Margin
Adjusted EBITDA, or AEBITDA, as used herein, is a non-GAAP financial performance measure that is presented as a supplemental disclosure and is reconciled to net income as the most directly comparable GAAP measure. We define AEBITDA as net income before interest, income taxes, depreciation and amortization, restructuring and related costs (consisting primarily of severance and other restructuring related costs), stock-based compensation expense, and other income and expense items (including special infrequent items, foreign currency gains and losses, and other non-cash items) and adjusting for the impact of costs capitalized for internal-use software projects. We also use AEBITDA margin, another non-GAAP measure, which we calculate as the percentage of AEBITDA to revenue.
We use AEBITDA and AEBITDA margin to monitor and evaluate the performance of our business operations, facilitate internal comparisons of our operating performance, and to analyze and evaluate decisions regarding future budgets and initiatives. We present AEBITDA and AEBITDA margin both before and after adjusting for the impact of costs capitalized for internal-use software projects because there is substantial diversity in the amount of software development costs capitalized by other companies in our industry, which may be driven by differences in such companies’ management’s judgment or their operational approaches to software development.
We believe AEBITDA margin is useful as it provides investors with information regarding the trend of our underlying operating performance. We believe that presenting AEBITDA and AEBITDA margin, both before and after adjusting for the impact of costs capitalized for internal-use software projects, improves the comparability of our results against other companies in our industry and helps investors make more informed determinations about the underlying cost structure of our business relative to the underlying cost structures of other companies in our industry. We believe that both measures are also useful because they provide investors with information regarding our operating performance that is used by our management in its reporting and planning processes.
Reconciliations of AEBITDA to Net Income
The following table sets forth the reconciliation of AEBITDA, both before and after additions to internal-use software, as discussed above, to net income, the most directly comparable GAAP measure (in thousands, except percentages).
 
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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%
(1)
Amounts reported during the nine months ended September 30, 2020 represent charitable donations made by us related to the COVID-19 pandemic.
(2)
Amounts reported in “Other” include interest expense, interest income, foreign currency gains/losses, and non-cash gains/losses on the disposal of assets.
(3)
Amounts reported during the nine months ended September 30, 2019 and the year ended December 31, 2019 primarily consist of severance-related costs. Amounts reported during the year ended December 31, 2018 primarily consist of a termination fee paid to a third-party game developer in connection with the cancellation of the development.
Key Components of Results of Operations
Revenue
We have primarily generated our revenue from the sale of virtual currency, which players can choose to purchase at any time to enhance their playing experience. Revenue from the sale of virtual currency is generated on mobile and web platforms. Other revenue typically represents advertising revenue, which is currently an insignificant portion of our total revenue. In 2019 and 2018, we generated $7.3 million and $1.3 million of revenue, respectively, associated with a game development agreement with King.com Limited and King.com (US), LLC (the “King Agreement”), which was terminated in June 2019. See Note 4—Related-Party Transactions and Note 9—Revenue from Contracts with Customers to the consolidated financial statements included elsewhere in this proxy statement/prospectus for more information regarding the termination of this agreement.
Operating Expenses
Operating expenses primarily consist of cost of revenue, research and development expenses, selling and marketing expenses, general and administrative expenses, and depreciation and amortization.
Cost of revenue (excluding depreciation and amortization)
Cost of revenue consists primarily of payment processing fees paid to platform providers such as Apple, Google, Amazon and Facebook, which represented 30.0% of revenue for the nine months ended
 
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September 30, 2020, royalties payable to third parties for licensed games, and hosting and data center costs related to operating our games. Cost of revenue represents the direct expenses incurred to generate revenue from our online and mobile social gaming applications and are recorded as incurred. We expect cost of revenue to increase in the foreseeable future as our revenue increases.
Research and development
Research and development expenses consist of payroll and related personnel costs, stock-based compensation expense, consulting fees and related overhead incurred in relation to game development and live operations. We expect research and development expenses to continue to grow in absolute terms as we increase our headcount to improve the content, offers, and features in our existing games, the release of new games, and the features of the playAWARDS platform. In particular, we expect to incur significant development costs associated with the expected launch of myVEGAS Bingo and Kingdom Boss games in the first half of 2021.
Selling and marketing
Selling and marketing expenses consist of player acquisition costs, advertising and marketing costs and related overhead, including salaries and wages, stock-based compensation expense, facilities and other expenses associated with our selling and marketing activities. In general, selling and marketing expenses fluctuate as a percentage of revenue depending on the timing and effectiveness of our marketing efforts. However, we expect selling and marketing expenses to increase both in amount and percentage of revenue for the foreseeable future as we incur additional expenses associated with the expected launch of myVEGAS Bingo and Kingdom Boss games in the first half of 2021.
General and administrative
General and administrative expenses primarily consist of salaries, benefits and stock-based compensation expense to our executives, finance, information technology, human resources and other administrative employees. General and administrative expenses also include outside consulting, legal and accounting services, facilities and other costs not allocated to other departments. We expect general and administrative expenses to increase for the foreseeable future as we incur additional expenses associated with being a public company and continue to grow our business.
Depreciation and amortization
Depreciation and amortization expenses are primarily comprised of the amortization of capitalized game development costs. We expect depreciation and amortization expense to increase with the launch of new games.
Results of Operations
Comparison of the Nine Months Ended September 30, 2020 and 2019
Summarized Consolidated Results of Operations
The following table summarizes our consolidated results of operations for each applicable period (in thousands, except percentages):
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%
 
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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
The following table summarizes our key performance indicators for each applicable period (in thousands, except percentages and ARPDAU):
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
Revenue and Key Performance Indicators
Total net revenue increased $23.1 million, or 12.7%, during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The increase was primarily driven by increased spending per player as shown in the year-over-year increase in ARPDAU as well as a slight increase in average DPU. We believe these increases were due, in part, to shelter-in-place mandates issued in response to the COVID-19 pandemic. The increase in player spending was partially offset by a decline in DAU and MAU during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The decrease in players primarily reflects the impact of the COVID-19 pandemic on the travel and tourism industries and the reduced availability of rewards offered in our reward programs. This decrease has reinforced our belief that our players place a significant value on the real-world rewards made available through our playAWARDS platform. We believe that the attractiveness of our rewards program will improve as the impacts of COVID-19 decrease and tourism resumes.
While DAU and MAU indicate the overall size of our player base, our primary focus is on expanding the population of DPU. Our daily conversion rate increased 0.2 percentage points to 2.2% during the nine months ended September 30, 2020 from 2.0% in the nine months ended September 30, 2019.
 
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The increase in net revenue from the sale of virtual currency was partially offset by a decrease in game development service revenue, due to the termination of the King Agreement in June 2019.
Operating Expenses
The following table summarizes our consolidated operating expenses for each applicable period (in thousands, except percentages):
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%
Cost of Revenue
Cost of revenue increased by $9.6 million, or 15.8%, during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily due to the increase in revenue during the period. As a percentage of revenue, cost of revenue increased slightly from 33.2% for the nine months ended September 30, 2019 to 34.1% for the nine months ended September 30, 2020. The increase was due in part to the increased concentration of revenue in our royalty-based games.
Research and development
Research and development expenses increased by $4.9 million, or 15.6%, from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The increase was due primarily to the development of the new games myVEGAS Bingo and Kingdom Boss, as well as to increases in payroll and outside services related to increased development cadence for new games.
Selling and Marketing
Selling and marketing expenses decreased by $4.6 million, or 10.1%, during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The decrease was primarily due to reduced player acquisition spend for POP! Slots and my KONAMI Slots, partially offset by increased spending for the release of new game challenges for myVEGAS Slots and increased spending on marketing expenses for traditional advertising, such as TV and radio advertisement campaigns. As a percentage of revenue, selling and marketing expenses decreased from 25.1% for the nine months ended September 30, 2019 to 20.0% for the nine months ended September 30, 2020, which reflects the effectiveness of our player acquisition and pricing strategy. We expect selling and marketing expense to increase in 2021 as we launch the myVEGAS Bingo and Kingdom Boss games that are currently in development.
General and Administrative
General and administrative expenses increased by $1.3 million, or 10.6%, from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The increase was primarily due to charitable donations related to COVID-19 as well as increased salaries and wages, partially offset by a decrease in outside services. As a percentage of revenue, general and administrative expenses remained relatively consistent at 6.7% for the nine months ended September 30, 2020, from 6.9% for the nine months ended September 30, 2019. We expect general and administrative expenses to increase substantially as a public company. In addition, we expect to incur expenses for an additional $5.0 million as an incremental bonus to
 
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the PLAYSTUDIOS management team and $2.5 million as a donation to a charity selected by the PLAYSTUDIOS management team, both of which are contingent upon closing of the Business Combination.
Depreciation and Amortization
Depreciation and amortization expenses decreased by $3.6 million, or 18.2%, from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The decrease was primarily due to the accelerated amortization recognized in 2019 as a result of the termination of the King Agreement. See Note 6—Internal-Use Software, Net in our consolidated financial statements included elsewhere in this proxy statement/prospectus.
Provision for income taxes
Provision for income taxes increased by $0.3 million, or 6.0%, from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The increase was primarily due to higher forecasted income before income taxes, partially offset by a favorable discrete tax adjustment related to treating our Israeli subsidiary as a disregarded entity for U.S. federal income tax purposes.
Comparison of the Years Ended December 31, 2019 and 2018
Summarized Consolidated Results of Operations
The following table summarizes our consolidated results of operations for each applicable period (in thousands, except percentages):
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
 
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Revenue and Key Performance Indicators
The following table summarizes our key performance indicators for each applicable period (in thousands, except percentages and ARPDAU):
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
Total net revenue increased by $43.9 million, or 22.5%, during the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to significant year-over-year growth in revenue from our my KONAMI Slots, POP! Slots and myVegas Slots games. Average DAU and average MAU increased by 1.3% and 6.9% year-over-year, respectively, which also contributed to the increase in revenue. Additionally, the increase in revenue from sale of virtual currency from these games was partially due to our continued development of game events and features and continued focus on optimizing the playing experience and customizing pricing strategies based on player behavior to improve Daily Payer Conversion. Due in part to these efforts, we experienced a 50% increase in DPU, a 42.9% increase in Daily Player Conversion to 2.0%, and a 18.2% increase in ARPDAU from the year ended December 31, 2018 to the year ended December 31, 2019.
We also recognized $7.3 million in other revenue from game development services pursuant to the King Agreement in 2019 compared to $1.3 million in 2018.
Operating Expenses
The following table summarizes our consolidated operating expenses for each applicable period (in thousands, except percentages):
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%
Cost of Revenue
Cost of revenue increased by $13.5 million, or 20.2%, during the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to the increase in revenue during the period. As a percentage of revenue, cost of revenue decreased slightly from 34.2% for the year ended December 31, 2018 to 33.5% for the year ended December 31, 2019. The decrease was due in part to decreased concentration of revenue in our royalty-based games.
Research and Development
Research and development expenses increased $9.6 million, or 31.6%, from the year ended December 31, 2018 compared to the year ended December 31, 2019, primarily due to increased expenses in payroll and
 
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outside service consultants. We continually invest in research and development towards enhanced game features which drive future revenue. During the year, we invested in a new technology platform for myVEGAS Slots, which significantly improved our live operations capabilities. Research and development as a percentage of revenue increased by 1.2 percentage points from 15.6% for the year ended December 31, 2018 to 16.8% for the year ended December 31, 2019.
Selling and Marketing
Selling and marketing expenses increased by $5.9 million, or 10.8%, from the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to increased player acquisition costs, which were largely driven by additional advertisement for the myVegas Slots and my KONAMI Slots games. As a percentage of revenue, selling and marketing expenses decreased from 27.7% for the year ended December 31, 2018 to 25.0% for the year ended December 31, 2019, which reflects improved effectiveness of our player acquisition and pricing strategy.
General and Administrative
General and administrative expenses decreased by $4.8 million, or 22.2%, from the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to certain non-recurring stock-based compensation expenses and termination fees recorded in 2018, partially offset by 2019 increases in payroll and outside services related to expansion of our non-U.S. studios. General and administrative expenses as a percentage of revenue decreased from 11.1% for the year ended December 31, 2018 to 7.0% for the year ended December 31, 2019.
Depreciation and Amortization
Depreciation and amortization expenses increased by $8.9 million, or 54.8%, for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to larger capitalized software balances. Additionally, during 2019 we accelerated amortization as a result of the termination of the King Agreement. Depreciation and amortization expense as a percentage of revenue increased by 2.2 percentage points from 8.3% for the year ended December 31, 2018 to 10.5% for the year ended December 31, 2019.
Other income (expense), net
Other income (expense), net, increased by $0.9 million for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to increased foreign exchange gains recognized from intercompany transactions with our Israeli subsidiary.
Provision for income taxes
Provision for income taxes increased by $1.0 million, or 34.1%, for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to an increase in pre-tax income of $11.8 million during the year ended December 31, 2019. Taxable income increased due to improved performance as described above.
Liquidity and Capital Resources
As of September 30, 2020, we had cash and cash equivalents of $42.8 million, which consisted of cash on hand and money market mutual funds. Historically, we have funded our operations, including capital expenditures, primarily through cash flow from operating activities. We believe that our existing cash and cash equivalents, the cash generated from operations, the borrowing capacity under our revolving credit facility, and the cash we expect to obtain as a result of the Business Combination and related PIPE Financing will be sufficient to fund our operations and capital expenditures for the foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new games and features or enhance our existing games, improve our operating infrastructure, or acquire complementary businesses, personnel and
 
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technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds or we may decide to do so opportunistically.
Debt
On March 27, 2020 we entered into an agreement for a revolving credit facility (“Revolver”) with Silicon Valley Bank for up to $35.0 million. The Revolver bears interest at a variable rate at our option of either (i) the Prime Rate (as defined in the agreement for the Revolver) minus a margin ranging from 0.25% to 0.75% or (ii) LIBOR plus a margin ranging from 2.25% to 2.75%. The Revolver is secured by our assets, including our intellectual property, and matures on September 27, 2022. The Revolver includes customary reporting requirements, conditions precedent to borrowing and affirmative, negative and financial covenants, including minimum liquidity and interest coverage ratios, as well as a maximum total leverage ratio. Borrowings under the Revolver may be borrowed, repaid and re-borrowed, and are available for working capital, general corporate purposes and permitted acquisitions. Up to $3.0 million of the Revolver may be used for letters of credit. As of September 30, 2020, we have not made any drawdowns on the Revolver.
Cash Flows
The following tables present a summary of our cash flows for the periods indicated (in thousands):
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
Operating Activities
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019.   During the nine months ended September 30, 2020, operating activities provided $33.7 million of net cash as compared to $22.3 million during the nine months ended September 30, 2019. The increase in cash provided from operating activities was primarily due to the higher net income for the reasons discussed above, net of non-cash items (which declined by $6.6 million between periods). More favorable changes in operating working capital items also contributed to the improvement, including the realization of $7.4 million in deferred revenue as a result of the cancellation of the King Agreement in 2019, partially offset by an increase in accounts receivable, reflecting the increase in sales of virtual currencies.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018.   Operating activities provided $36.1 million of net cash in 2019 as compared to $36.7 million in 2018. The decrease in cash provided from operating activities was primarily due to the less favorable change in operating working capital as the 2019 period reflected the cancellation of the King Agreement and the corresponding realization of $7.4 million in deferred revenue, which more than offset our higher net income, net of non-cash items.
Investing Activities
Our investing activities are composed of cash used for game development and purchase of property and equipment.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019.   During the nine months ended September 30, 2020, investing activities used $19.6 million of net cash as compared to $19.7 million during the nine months ended September 30, 2019. Capitalized cost of development games increased by $2.4 million, reflecting the development of our upcoming games, myVEGAS Bingo and Kingdom Boss, while property and equipment purchases declined by $2.5 million between periods, as the 2019 period reflected one-time leasehold improvements and purchases related to an increase in workforce.
 
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Year Ended December 31, 2019 Compared to Year Ended December 31, 2018.   During the year ended December 31, 2019, investing activities used $25.3 million of net cash as compared to $24.4 million during the year ended December 31, 2018. The slight increase was primarily driven by higher spend on our leasehold improvements at our Israeli and Hong Kong offices as well as new office and computer equipment to support the increase in our workforce.
Financing Activities
Our cash flow from financing activities primarily consists of proceeds from the exercise of stock options, payments made for stock repurchases and repayment of debt.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019.   During the nine months ended September 30, 2020, financing activities used $2.4 million of net cash as compared to $6.0 million during the nine months ended September 30, 2019. This decrease is primarily due to a $3.5 million decrease in cash payments for repurchases of our common stock compared to the nine months ended September 30, 2019.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018.   During the year ended December 31, 2019, financing activities used $7.3 million of net cash as compared to $4.1 million during the year ended December 31, 2018. The increase in cash outflows is primarily due to an increase in repurchases of our common stock compared to the year ended December 31, 2018. The 2018 period also reflected financing cash outflows resulting from our purchase of the noncontrolling interest in one of our subsidiaries. See Note 13—Stockholders’ Equity to the consolidated financial statements included elsewhere in this proxy statement/prospectus.
Contractual Obligations
The following table is a summary of our contractual obligations as of December 31, 2019 (in thousands):
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
(1)
We have entered into lease contracts for both office space and office equipment and have classified these leases as operating leases. Our portfolio of leases expires at various dates through 2024, with certain leases containing renewal option periods of two to five years at the end of the current lease terms.
(2)
We have entered into long-term license agreements with third parties in which we are obligated to pay a minimum guaranteed amount of royalties in exchange for the use of the third party’s brands or other intellectual property. We may be obligated to pay royalty fees in excess of the minimum guaranteed royalty amounts where actual revenue for such games exceeds certain amounts.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes thereto. We develop our estimates and assumptions based on historical information and other data available that are believed to be reasonable under the facts and circumstances. Actual results may differ materially from the estimates. Our significant accounting policies are described in Note 2 to our consolidated financial statements included elsewhere in this proxy statement/prospectus. We believe the estimates and assumptions involved in the following accounting policies have the greatest potential impact on our consolidated financial statements.
 
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Revenue Recognition
As noted in Note 3—Recently Issued Accounting Pronouncements in the consolidated financial statements included elsewhere in this proxy statement/prospectus, we adopted ASC 606 on January 1, 2019 using the modified retrospective method. We derive revenue from the sale of virtual currency and from the sale of advertising within our games.
Virtual Currency
Players may purchase virtual currency through accepted payment methods offered by the respective platform. Once a purchase is completed, the virtual currency is deposited into the player’s account and is not separately identifiable from previously purchased virtual currency obtained by the player for free. Once obtained, virtual currency (either free or purchased) cannot be redeemed for cash nor exchanged for anything other than game play. When virtual currency is consumed in the games, the player could “win” and would be awarded additional virtual currency or could “lose” and lose the future use of that virtual currency.
Determining our performance obligation with respect to the sale of our virtual currency requires significant judgment which could substantially affect the timing and amount of revenue recognition. We have concluded that we have a single performance obligation to display and provide access to the purchased virtual currency within the game whenever the player accesses the game until the virtual currency is consumed. Payment is required at the time of purchase and the transaction price is fixed. The transaction price, which is the amount paid for the virtual currency by the player is allocated entirely to this single performance obligation. As the player does not receive any additional benefit from the games, nor is the player entitled to any additional rights once the player’s virtual currency is substantially consumed, we have concluded that the virtual currency represents consumable goods.
Determining the timing of the satisfaction of our performance obligation with respect to the sale of our virtual currency also requires significant estimation since we are unable to distinguish between the consumption of purchased or free virtual currency. We utilize the elapsed output method to measure our progress that our performance obligation has been satisfied. Specifically, we estimate the amount of outstanding purchased virtual currency at each reporting date based on player behavior. Based on the analysis of historical player behavior, players who purchase virtual currency generally do not purchase additional virtual currency if their existing virtual currency balances have not been substantially consumed. As we can track the duration between purchases of virtual currency for individual players, we are able to reliably estimate the period in which virtual currency is consumed. Based upon an analysis of players’ historical play behavior, the timing difference between when virtual currency is purchased by a player and when those virtual currency are consumed in gameplay is relatively short. We recognize revenue from in-game purchases of virtual currency over the estimated average playing period of paying players. If applicable, we record the unconsumed virtual currency in “Deferred revenue” and record within “Prepaid expenses” the prepaid platform fees associated with this deferred revenue.
We continue to gather detailed player behavior and assess this data in relation to our revenue recognition policy. To the extent player behavior changes, we reassess our estimates and assumptions used for revenue recognition prospectively on the basis that such changes are caused by new factors indicating a change in player behavior patterns.
Advertising Revenue
We have contractual relationships with various advertising service providers for advertisements within our games. Advertisements can be in the form of an impression, clickthroughs, banner ads or offers. Offers are advertisements where the players are rewarded with virtual currency for watching a short video. We have determined the advertising service provider to be our customer and displaying the advertisements within our games is identified as a single performance obligation. Revenue from advertisements and offers are recognized at a point in time when the advertisements are displayed, or when the player has completed the offer as the advertiser simultaneously receives and consumes the benefits provided from these services. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity.
 
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The transaction price is generally the product of the advertising units delivered (e.g. impressions, videos viewed) and the contractually agreed upon price per advertising unit. Further, the price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price. Payment terms are stipulated as a specific number of days subsequent to end of the month, ranging from 45 to 60 days.
Principal Agent Considerations
Our games are played on various social and mobile third-party platforms for which such third parties collect monies from our players and remit net proceeds after deducting platform fees. Under the applicable accounting guidance, the amount of revenue recognized may be presented gross or net of the platform fees charged by the third-party platforms, which may result in materially different revenue amounts under different conclusions. We have determined that we are the primary obligor with our players for providing access to their virtual currency and have the contractual right to establish the pricing for our virtual currencies and assume all credit risk with our players, and therefore, revenue is reported before the deduction of platform fees. As such, platform fees are recorded as a component of “Cost of revenue” in the accompanying consolidated financial statements included elsewhere in this proxy statement/prospectus. We report our advertising revenue net of amounts retained by advertising service providers.
Internal-use software
We continually invest in the development of our gaming applications, of which certain costs may be capitalized. Determining the start and end of the capitalization period requires significant judgment which may affect the amount of costs capitalized or expensed in a given period. Under the applicable guidance for internal-use software, capitalization begins when management determines that the software project has entered the application development stage. This stage begins when management has approved and committed resources to the software project, determined it is probable that the project will be completed and that the software will function as intended. Capitalized costs include consulting fees, payroll and payroll-related costs, and stock-based compensation for employees who devote time to our game development projects. Capitalization ceases when the software is substantially complete and ready for its intended use.
Qualified costs incurred after the launch of the game are capitalized to the extent it is probable that the enhancement will result in added functionality that did not exist before. Costs that cannot be separated between maintenance and minor upgrades and enhancements to internal-use software are expensed as incurred.
Capitalized internal-use software development costs are amortized on a straight-line basis over a three-year estimated useful life. We believe that a straight-line basis for amortization best represents the pattern through which we derive value from internal-use software. We evaluate the useful lives of these assets and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Stock-based compensation
We recognize compensation expense for all stock-based payment awards granted to employees and directors based on estimated fair value of the awards on the date of grant in accordance with ASC 718, Compensation—Stock Compensation. As of September 30, 2020, the outstanding stock-based payment awards are comprised of stock option awards. We use the Black-Scholes option-pricing model (“Black-Scholes model”) as our valuation method for stock option awards. The Black-Scholes model requires the following assumptions: (i) expected volatility of our common stock, which is based on our peer group in our industry; (ii) expected life of the option award, which we elected to calculate using the simplified method; (iii) expected dividend yield; and (iv) the risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant.
The fair value of all stock-based compensation is either capitalized and amortized in accordance with our internal-use software accounting policy or recognized as an expense on a straight-line basis over the full
 
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vesting period of the awards for time-based stock awards and on an accelerated attribution method for performance-based stock awards. Stock-based compensation expense is recorded net of forfeitures as they occur.
Valuation of PLAYSTUDIOS preferred and common stock
In the absence of an active public trading market for our common stock, we estimated the value of our common stock in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Valuations were determined with the assistance of a third-party valuation firm.
In determining the enterprise value of PLAYSTUDIOS, Inc., we utilized a weighted combination of the income approach through the discounted cash flow method and the market approach through the use of the comparable transaction method and guideline public company method. Additionally, in determining the value of our common stock, we utilized a hybrid of the Probability-Weighted Expected Return Method (“PWERM”) and Option Pricing Method (“OPM”) to allocate the enterprise value to outstanding common stock, preferred stock, preferred warrants, and equity awards. For each potential scenario, the expected future value was then discounted to a present value using an appropriate risk-adjusted discount rate. We then applied a discount for lack of marketability in order to reflect the lack of a recognized market for a closely held interest. Each scenario was provided with a probability of outcome based on a good faith estimation. Finally, the value of our common stock was determined by aggregating the probability-weighted value of each outcome.
The assumptions and factors used in these methods are inherently complex and subjective, requiring us to make best estimates given the available information. Accordingly, if actual outcomes for specific assumptions and factors are different than previously estimated, the valuation of our common stock may be materially different than previously determined, resulting in our stock-based compensation expense being materially different. The factors considered by management and the third-party valuation firm included the following:

voluntary redemptions of shares by management stockholders electing to redeem such shares;

exercises of options by third-party investors to purchase shares of common stock;

recent initial public offerings in the social and mobile games industry;

other independent third-party valuations;

possible exit strategies; and

both historical and forecasted financial statements.
At each grant date, we further considered various intervening events that have taken place both within the Company and the broader market which may have a significant impact on the fair value of our common stock. Factors considered include the current market conditions, our financial position and forecasted operating results, recent market valuations of competitors deemed comparable to us, impacts of the COVID-19 pandemic, and the likelihood of achieving a liquidity event, such as a sale of PLAYSTUDIOS or an initial public offering of our common stock.
Following the Business Combination, the value of New PLAYSTUDIOS Class A common stock used for our stock-based compensation expense will be based on the quoted market price on The Nasdaq Capital Market.
Income taxes
We account for income taxes in accordance with ASC 740, Income Taxes, which requires companies to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in their consolidated financial statements or tax returns. Under ASC 740, we determine deferred tax assets and liabilities based on the temporary difference between the consolidated financial statements and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which we expect the
 
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differences to be recovered or settled. We establish valuation allowances when necessary, based on the weight of the available positive and negative evidence, to reduce deferred tax assets to the amount that is more likely than not to be realized.
We account for uncertain tax positions in accordance with ASC 740, which requires companies to adjust their consolidated financial statements to reflect only those tax positions that are more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the issue. ASC 740 prescribes a comprehensive model for the consolidated financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.
Our effective tax rate may differ from the federal statutory rate for any given period due to various factors including, but not limited to the foreign rate differential, federal and state research and development credits, nondeductible stock-based compensation and state tax true-ups.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in Note 3 of our consolidated financial statements included elsewhere in this proxy statement/prospectus.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Acies Acquisition Corp. is an “emerging growth company” as defined in Section 2(a) of the Securities Act, and has irrevocably elected to take advantage of the benefits of this extended transition period, which means that when an accounting standard is issued or revised and has different application dates for public or private companies, Acies Acquisition Corp. or, following the consummation of the Business Combination, New PLAYSTUDIOS, for so long as we remain an emerging growth company, may adopt the new or revised standard only at the time private companies are required or permitted to adopt the new or revised standard.
Following the consummation of the Business Combination, we expect to remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Acies Acquisition Corp. IPO (which occurred on October 22, 2020), (b) in which we have total annual revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter and our net sales for the year exceed $100 million; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding, rolling three-year period.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to foreign currency exchange translation effects and are indirectly exposed to foreign currency transaction risks. Our foreign currency translation exposure results from the translation of the balances of our subsidiaries whose functional currency is not the U.S. dollar into U.S. dollars. Historically, our translation exposure has been to the New Israeli Shekel, and has not been material over the fiscal periods presented in this proxy statement/prospectus, because our Israeli subsidiary does not generate revenue and its costs have accounted for a relatively small portion of our total operating costs. For example, the operating costs of our Israeli subsidiary accounted for approximately 10% of our consolidated operating costs for the nine months ended September 30, 2020.
Our indirect foreign currency transaction exposure results mainly from the sale of our virtual currency to players outside of the U.S., and mainly to players in Canada, the United Kingdom and Australia, which
 
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accounted for 6.5%, 1.8% and 1.1% of our total revenue during the nine months ended September 30, 2020, respectively. While players outside of the U.S. make purchases in currencies other than the U.S. dollar, we are paid by platform providers and record revenue in U.S. dollars pursuant to the terms of the relevant contracts. While we have the ability to change the foreign currency pricing of our virtual currency, sudden and significant changes in the exchange rates of the Canadian and Australian dollars and Pound Sterling to the U.S. dollar could have a material impact on our results of operations. We do not hedge our foreign currency exposure but may do so in the future.
 
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MANAGEMENT OF NEW PLAYSTUDIOS FOLLOWING THE BUSINESS COMBINATION
The following sets forth certain information, as of January 31, 2021, concerning the persons who are expected to serve as directors and executive officers of New PLAYSTUDIOS following the consummation of the Business Combination and assuming the election of the nominees at the Extraordinary General Meeting as set forth in “Director Election Proposal.”
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
Executive Officers
Andrew Pascal.   Andrew Pascal serves as a Co-Founder, Chairman, and Chief Executive Officer of PLAYSTUDIOS, which he co-founded in 2011. Prior to co-founding PLAYSTUDIOS, Mr. Pascal served as Senior Vice President of Product Marketing and Development at Wynn Las Vegas, a luxury casino resort property owned by Wynn Resorts, Ltd., beginning in 2003 during the project’s development phase, before ascending to the roles of President and Chief Operating Officer in 2005. Throughout Mr. Pascal’s tenure, Wynn Las Vegas garnered multiple awards from the world’s leading hospitality guides. In 2008, Mr. Pascal led the development and launch of Wynn Las Vegas’ sister property, Encore Las Vegas. From 2001 to 2003, Mr. Pascal served as President and Chief Executive Officer of WagerWorks, Inc., a company he founded as a casino solutions and content supplier for many of the world’s largest gaming and media brands. Following Mr. Pascal’s departure, WagerWorks was acquired by International Game Technology. Mr. Pascal holds a Bachelor of Arts in Economics from the University of Colorado, Boulder.
Paul Mathews.   Paul Mathews is a Co-Founder and Executive Vice President of PLAYSTUDIOS, and is responsible for PLAYSTUDIOS’ government affairs, compliance, platform and business relations efforts. Mr. Mathews is a founder of the International Social Games Association and has served as its Chairman since its inception. Prior to co-founding PLAYSTUDIOS in 2011, Mr. Mathews served as an internet gaming consultant for Fertitta Interactive/Ultimate Fighting Championship and Wynn Las Vegas. Mr. Mathews was also a long-serving member of Nevada’s Gaming Policy Committee. Appointed to the role by then-Governor Brian Sandoval in 2011, Mr. Mathews advised the governor’s office on gaming policy and the evolution of the industry in Nevada and beyond. A graduate of the University of Nevada, Reno, Mr. Mathews holds a Bachelor of Science in Business Administration.
Scott Peterson.   Scott Peterson has served as the Chief Financial Officer of PLAYSTUDIOS since June 2017. Mr. Peterson is a seasoned finance executive with expertise in accounting, financial management, and compliance, and brings more than 20 years of senior level financial leadership of public and private companies. In 2005, he was named Vice President and Chief Financial Officer for Wynn Macau, and returned to Las Vegas as the Senior Vice President and Chief Financial Officer of Wynn Las Vegas in 2009. Mr. Peterson’s responsibilities encompassed all aspects of finance, accounting and both casino and hotel finance operations. He was also the principal finance and accounting officer responsible for casino and hotel compliance with Wynn’s internal controls, as well as state and federal requirements under the Sarbanes-Oxley Act and the Nevada Gaming Control Board. Mr. Peterson holds a Bachelor of Science in Accounting from the University of Southern California.
Joel Agena.   Joel Agena serves as VP Legal Counsel of PLAYSTUDIOS and is responsible for overseeing all of PLAYSTUDIOS’ legal affairs, including corporate governance, mergers and acquisitions, securities, finance and general business, and content licensing. Mr. Agena has more than 23 years of experience as a practicing attorney. He joined PLAYSTUDIOS in January 2019, after serving as PLAYSTUDIOS’ outside counsel since its inception in 2011. In 2001 he founded The Phoenix Law Group where his practice was focused on acting as outside general counsel for emerging growth companies. Mr. Agena received a Juris Doctorate degree from the University of Nebraska, College of Law in 1997 where he was a Member of the Law Review, Order of the Coif, and an Arthur E. Perry Scholar.
 
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Katie Bolich.   Katie Bolich is a Co-Founder and Head of Product for PLAYSTUDIOS. Ms. Bolich leads PLAYSTUDIOS’ corporate product initiatives and team of game designers. A veteran gaming executive with more than 25 years of experience, Ms. Bolich has a passion for developing teams and partnerships that transform the industry. Prior to co-founding PLAYSTUDIOS in 2011, she served as Vice President of Licensing for online gaming company WagerWorks and successfully led the organization through its startup to its acquisition by International Game Technology in 2005. She remained with IGT for four years following the acquisition. Ms. Bolich is a graduate of Stanford University with a Bachelor of Arts in Anthropology. She has also served as a board member and Vice President of the Davis Art Center.
Non-Employee Directors
Upon the consummation of the Business Combination, Acies anticipates the initial size of the New PLAYSTUDIOS Board of Directors will be seven. Each director nominee will be voted upon by Acies’ shareholders at the Extraordinary General Meeting.
Controlled Company Exemption
Upon consummation of the Business Combination, the Founder Group will collectively beneficially own more than 50% of the combined voting power for the election of directors. As a result, New PLAYSTUDIOS will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq and may elect not to comply with certain corporate governance standards, including, but not limited to, the following requirements:

that a majority of its board of directors consist of directors who qualify as “independent” as defined under the rules of Nasdaq;

that it has a nominating and corporate governance committee and, if it has such a committee, that it is composed entirely of independent directors; and

that it has a compensation committee and, if it has such a committee, that it is composed entirely of independent directors.
Immediately following the consummation of the Business Combination, New PLAYSTUDIOS may elect to utilize one or more of these exemptions for so long as it remains a “controlled company.” Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that New PLAYSTUDIOS ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, New PLAYSTUDIOS will be required to comply with these provisions within the applicable transition periods. See “Risk Factors—Risks Related to the Business Combination and Acies—Following the Business Combination, New PLAYSTUDIOS will be a controlled company within the meaning of the Nasdaq rules, and, as a result, will qualify for, and we expect it to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
Board of Directors
New PLAYSTUDIOS’ business and affairs will be organized under the direction of the New PLAYSTUDIOS Board of Directors. Acies anticipates that the New PLAYSTUDIOS Board of Directors will consist of seven members upon the consummation of the Business Combination. Andrew Pascal will serve as Chairman of the New PLAYSTUDIOS Board of Directors. The primary responsibilities of the New PLAYSTUDIOS Board of Directors will be to provide oversight, strategic guidance, counseling and direction to New PLAYSTUDIOS’ management. The New PLAYSTUDIOS Board of Directors will meet on a regular basis and additionally, as required.
Director Independence
As a result of New PLAYSTUDIOS’ Class A common stock being listed on Nasdaq following consummation of the Business Combination, New PLAYSTUDIOS will be required to comply with the applicable rules of such exchange in determining whether a director is independent. Prior to the completion
 
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of this Business Combination, the parties undertook a review of the independence of the individuals named above and have determined that each of        ,         and         qualifies as “independent,” as defined under the applicable Nasdaq rules.
Family Relationships
There are no family relationships among any of the individuals who shall serve as directors or executive officers of New PLAYSTUDIOS following the consummation of the Business Combination.
Role of Board in Risk Oversight
The New PLAYSTUDIOS Board of Directors will have extensive involvement in the oversight of risk management related to New PLAYSTUDIOS and its business and will accomplish this oversight through the regular reporting to the New PLAYSTUDIOS Board of Directors by the audit committee. The audit committee will represent the New PLAYSTUDIOS Board of Directors by periodically reviewing New PLAYSTUDIOS’ accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of New PLAYSTUDIOS’ business and summarize for the New PLAYSTUDIOS Board of Directors all areas of risk and the appropriate mitigating factors. In addition, the New PLAYSTUDIOS Board of Directors will receive periodic detailed operating performance reviews from management.
Committees of the Board of Directors
The New PLAYSTUDIOS Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below upon completion of the Business Combination. Members serve on these committees until their resignation or until otherwise determined by the New PLAYSTUDIOS Board of Directors.
Audit Committee
New PLAYSTUDIOS’ audit committee is comprised of        ,        , and        , each of whom is a non-employee member of the New PLAYSTUDIOS Board of Directors.       is the chair of the audit committee. The New PLAYSTUDIOS Board of Directors has determined that each of the members of New PLAYSTUDIOS’ audit committee satisfies the requirements for independence and financial literacy under the rules and regulations of Nasdaq and the SEC. The New PLAYSTUDIOS Board of Directors has also determined that         qualifies as an “audit committee financial expert” as defined in the SEC rules and regulations and satisfies the financial sophistication requirements of Nasdaq. The audit committee is responsible for, among other things:

selecting and hiring New PLAYSTUDIOS’ registered public accounting firm;

evaluating the performance and independence of New PLAYSTUDIOS’ registered public accounting firm;

approving the audit and pre-approving any non-audit services to be performed by New PLAYSTUDIOS’ registered public accounting firm;

reviewing the integrity of New PLAYSTUDIOS’ financial statements and related disclosures and reviewing New PLAYSTUDIOS’ critical accounting policies and practices;

reviewing the adequacy and effectiveness of New PLAYSTUDIOS’ internal control policies and procedures and New PLAYSTUDIOS’ disclosure controls and procedures;

overseeing procedures for the treatment of complaints relating to accounting, internal accounting controls or audit matters;

reviewing and discussing with management and the registered public accounting firm the results of the annual audit, New PLAYSTUDIOS’ quarterly financial statements and New PLAYSTUDIOS’ publicly filed reports;
 
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establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

reviewing and approving in advance any proposed related-person transactions; and

preparing the audit committee report that the SEC requires in New PLAYSTUDIOS’ annual proxy statement.
Compensation Committee
New PLAYSTUDIOS’ compensation committee is comprised of        ,        , and        , each of whom is a non-employee member of the New PLAYSTUDIOS Board of Directors.         is the chair of the compensation committee. The New PLAYSTUDIOS Board of Directors has determined that each member of the compensation committee meets the requirements for independence under the rules and regulations of Nasdaq and the SEC. The compensation committee is responsible for, among other things:

determining, or recommending to the New PLAYSTUDIOS Board of Directors for determination, the compensation of New PLAYSTUDIOS’ executive officers, including the chief executive officer;

overseeing and setting compensation for the members of the New PLAYSTUDIOS Board of Directors;

administering New PLAYSTUDIOS’ equity compensation plans;

overseeing New PLAYSTUDIOS’ overall compensation policies and practices, compensation plans, and benefits programs; and

preparing the compensation committee report that the SEC will require in New PLAYSTUDIOS’ annual proxy statement.
Nominating and Corporate Governance Committee
New PLAYSTUDIOS’ nominating and corporate governance committee is comprised of        ,        , and        , each of whom is a non-employee member of the New PLAYSTUDIOS Board of Directors.         serves as the chair of the nominating and corporate governance committee. The New PLAYSTUDIOS Board of Directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the rules and regulations of Nasdaq and the SEC. The nominating and corporate governance committee will be responsible for, among other things:

evaluating and making recommendations regarding the composition, organization and governance of the New PLAYSTUDIOS Board of Directors and its committees;

reviewing and making recommendations with regard to New PLAYSTUDIOS’ corporate governance guidelines and compliance with laws and regulations;

reviewing conflicts of interest of New PLAYSTUDIOS’ directors and corporate officers and proposed waivers of New PLAYSTUDIOS’ corporate governance guidelines and code of business conducts and ethics; and

evaluating the performance of the New PLAYSTUDIOS Board of Directors and its committees.
The audit, compensation, and nominating and corporate governance committees will each operate under a written charter to be effective prior to the completion of the Business Combination that satisfies the applicable rules and regulations of Nasdaq and the SEC.
New PLAYSTUDIOS intends to post the charters of its audit, compensation and nominating and corporate governance committees, and any amendments thereto that may be adopted from time to time, on New PLAYSTUDIOS’ website. Information on or that can be accessed through the New PLAYSTUDIOS’ website is not part of this proxy statement/prospectus. The New PLAYSTUDIOS Board of Directors may from time to time establish other committees.
 
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Code of Business Conduct and Ethics
Prior to the completion of the Business Combination, New PLAYSTUDIOS will adopt a code of business conduct and ethics that will apply to all of New PLAYSTUDIOS’ employees, officers, and directors, including New PLAYSTUDIOS’ chief executive officer, chief financial officer, and other executive and senior financial officers. Upon the completion of the Business Combination, the full text of New PLAYSTUDIOS’ code of business conduct and ethics will be available on the investor relations page on New PLAYSTUDIOS’ website. New PLAYSTUDIOS intends to post any amendment to its code of business conduct and ethics, and any waivers of its requirements, on New PLAYSTUDIOS’ website or in filings under the Exchange Act to the extent required by applicable rules or regulations or listing requirements of Nasdaq. Information on or that can be accessed through New PLAYSTUDIOS’ website is not part of this prospectus.
Compensation Committee Interlocks and Insider Participation
None of New PLAYSTUDIOS’ executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the New PLAYSTUDIOS Board of Directors.
 
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EXECUTIVE COMPENSATION
Introduction
This section provides an overview of PLAYSTUDIOS’ executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
For the year ended December 31, 2020, PLAYSTUDIOS’ named executive officers (“Named Executive Officers” or “NEOs”) were:

Andrew Pascal, Chairman and Chief Executive Officer;

Scott Peterson, Vice President, Chief Financial Officer; and

Joel Agena, Vice President, Legal Counsel
The objective of PLAYSTUDIOS’ compensation program is to provide a total compensation package to each NEO that will enable PLAYSTUDIOS to attract, motivate and retain outstanding individuals, align the interests of PLAYSTUDIOS’ executive team with those of PLAYSTUDIOS’ equityholders, encourage individual and collective contributions to the successful execution of PLAYSTUDIOS’ short- and long-term business strategies and reward NEOs for performance. The board of directors of PLAYSTUDIOS has historically determined the compensation for the NEOs, with the CEO providing his recommendation regarding the compensation for the NEOs.
For the year ended December 31, 2020, the compensation program for the NEOs consisted of base salary and incentive compensation delivered in the form of an annual cash bonus, each as described below:

Base Salary.   Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the NEO’s duties and authorities, contributions, prior experience and sustained performance.

Annual Cash Bonus.   Annual cash bonuses are paid to incentivize the NEOs to achieve PLAYSTUDIOS’ annual financial and operating performance metrics goals and are paid at the discretion of the board of directors of PLAYSTUDIOS.
Summary Compensation Table
The following table shows information concerning the annual compensation for services provided to PLAYSTUDIOS by the NEOs for the year ended December 31, 2020.
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
(1)
Reflects discretionary annual bonus payouts to the NEOs in respect of fiscal year 2020 performance.
Employee Benefits
PLAYSTUDIOS’ NEOs participate in the employee benefit programs available to PLAYSTUDIOS’ employees generally, including a tax-qualified 401(k) plan. PLAYSTUDIOS did not maintain any executive-specific benefit or perquisite programs in the year ended December 31, 2020.
Outstanding Equity Awards at 2020 Fiscal Year-End
The following table shows information regarding outstanding equity awards held by the NEOs as of December 31, 2020.
 
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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
(1)
The stock option awards were granted pursuant to PLAYSTUDIOS’ 2011 Omnibus Stock and Incentive Plan (the “PLAYSTUDIOS Option Plan”) and, except for Mr. Agena’s 2015 stock option grant, time-vest as follows: 25% on the first anniversary of the vesting commencement date, and 1/48 on a monthly basis thereafter.
(2)
The vesting commencement date is 4/1/17.
(3)
The vesting commencement date is 1/1/19.
(4)
27/48 of the option vested on the Grant Date and the remainder time-vests 1/48 on a monthly basis thereafter.
(5)
The vesting commencement date is 5/1/17.
Potential Payments Upon Termination or Change in Control
Pursuant to the stock option award agreements with Messrs. Pascal, Peterson and Agena under the PLAYSTUDIOS Option Plan, 50% of the stock options granted to them (or 100% of the then unvested stock options if more than 50% of the award is already vested) vest and become exercisable upon either (i) a “change in control” ​(as defined in the PLAYSTUDIOS Option Plan), (ii) an “involuntary termination” ​(as defined in the stock option award agreements) or (iii) for Mr. Pascal, his involuntary removal from the board of directors of PLAYSTUDIOS. We do not expect the Business Combination to constitute a change in control under the PLAYSTUDIOS Option Plan.
In addition, Mr. Agena is entitled to severance in an amount equal to six months of his then current base salary in the event of his termination by PLAYSTUDIOS without “cause” ​(as defined in his offer letter).
Employment Agreements
None of the NEOs have employment agreements with PLAYSTUDIOS with the exception of offer letters providing for at-will employment (and, in Mr. Agena’s case, eligibility to receive reimbursement of up to $1,000 per month for costs associated with office space and the severance protection described above under “Potential Payments Upon Termination or Change in Control”).
Post-Business Combination Company Executive Compensation
Following the Closing, New PLAYSTUDIOS intends to develop an executive compensation program that is designed to align compensation with New PLAYSTUDIOS’ business objectives and the creation of stockholder value, while enabling New PLAYSTUDIOS to attract, motivate and retain individuals who contribute to the long-term success of New PLAYSTUDIOS. Decisions on the executive compensation program will be made by the compensation committee of the New PLAYSTUDIOS’ Board of Directors.
 
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PLAYSTUDIOS Option Plan
PLAYSTUDIOS maintains the PLAYSTUDIOS Option Plan, the purpose of which is to promote the success and enhance the value of PLAYSTUDIOS and its subsidiaries by linking the personal interests of participants to those of PLAYSTUDIOS’ equity holders by providing participants with an incentive for outstanding performance to generate superior returns to PLAYSTUDIOS’ equity holders. As described above, PLAYSTUDIOS has granted stock option awards to the NEOs, as well as other employees of PLAYSTUDIOS, under the PLAYSTUDIOS Option Plan.
As part of the Business Combination, the PLAYSTUDIOS Option Plan will be terminated other than with respect to stock option awards already outstanding under the PLAYSTUDIOS Option Plan that will be converted into stock option awards in respect of New PLAYSTUDIOS stock as a result of the Business Combination.
“For a description of the material terms applicable to the NEOs’ PLAYSTUDIOS equity awards granted under the PLAYSTUDIOS Option Plan, see the sections above entitled “—Outstanding Equity Awards at 2020 Fiscal Year-End” and “Potential Payments Upon Termination or Change in Control.”
New PLAYSTUDIOS 2021 Equity Incentive Plan
The material terms of the New PLAYSTUDIOS 2021 Equity Incentive Plan (the “Incentive Plan”), as approved by the New PLAYSTUDIOS Board of Directors, are summarized below. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex F.
Purpose
The purpose of the Incentive Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to new PLAYSTUDIOS’ success, thereby furthering the best interests of New PLAYSTUDIOS’ stockholders.
Shares Available
Subject to adjustment, the Incentive Plan permits New PLAYSTUDIOS to make awards of         shares of New PLAYSTUDIOS Class A common stock. Additionally, the number of shares of New PLAYSTUDIOS Class A common stock reserved for issuance under the Incentive Plan will increase automatically on the first day of each fiscal year following the effective date of the Incentive Plan, by the lesser of (i) 5% of outstanding shares of New PLAYSTUDIOS Class A common stock and Class B common stock on the last business day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by New PLAYSTUDIOS Board of Directors. If any award issued under the Incentive Plan (or any award under the PLAYSTUDIOS Option Plan) is cancelled, forfeited, or terminates or expires unexercised, the shares in respect of such award may again be issued as shares of New PLAYSTUDIOS Class A common stock under the Incentive Plan. In the event of a dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of common stock or other securities, issuance of warrants or other rights to purchase common stock or other securities, issuance of common stock pursuant to the anti-dilution provisions of any securities, or other similar event, the Plan Administrator (as defined below) shall adjust equitably any or all of (i) the number and type of shares which thereafter may be made the subject of awards, (ii) the number and type of shares subject to outstanding awards and (iii) the grant, purchase, exercise or hurdle price of awards or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award.
Administration
New PLAYSTUDIOS’ compensation committee, unless another committee or subcommittee is designated by the New PLAYSTUDIOS Board of Directors (in either event, the “Plan Administrator”), will administer the Incentive Plan and determine the following items:

select the participants to whom awards may be granted;
 
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determine the type or types of awards to be granted under the Incentive Plan;

determine the number of shares to be covered by awards;

determine the terms and conditions of any award;

determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, shares, other awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended;

approve the form of award agreements, amend or modify outstanding awards or award agreements;

correct any defect, supply any omission and reconcile any inconsistency in the Incentive Plan or any award, in the manner and to the extent it will deem desirable to carry the Incentive Plan into effect;

construe and interpret the terms of the Incentive Plan, any award agreement and any agreement related to any award;

take any action that is treated as a repricing under generally accepted accounting principles; and

make any other determination and take any other action that it deems necessary or desirable to administer the Incentive Plan.
To the extent not inconsistent with applicable law, the Plan Administrator may delegate to one or more of New PLAYSTUDIOS’ officers some or all of the authority under the Incentive Plan, including the authority to grant all types of awards authorized under the Incentive Plan.
Eligibility
Generally, all of New PLAYSTUDIOS’ employees and all employees of New PLAYSTUDIOS’ subsidiaries, our board of directors and certain other individuals who perform services for New PLAYSTUDIOS or any of New PLAYSTUDIOS’ subsidiaries will be eligible to receive awards. The basis for participation in the Incentive Plan is the Plan Administrator’s decision, in its sole discretion, that an award to an eligible participant will further the Incentive Plan’s purpose.
Forms of Awards
Awards under the Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, or SARs, (iii) restricted stock awards, (iv) restricted stock unit awards, or RSUs, (v) performance awards, (vi) other cash-based awards and (vii) other stock-based awards. Such awards may be for partial-year, annual or multi-year periods.

Stock Options.   Options are rights to purchase a specified number of shares of New PLAYSTUDIOS Class A common stock at a price fixed by the Plan Administrator, but not less than fair market value on the date of grant. Options generally expire no later than ten years after the date of grant. Options will become exercisable at such time and in such installments as the Plan Administrator will determine. Options intended to be incentive stock options under Section 422 of the Internal Revenue Code may not be granted to any person who is not an employee of New PLAYSTUDIOS or any parent or subsidiary, as defined in Section 424 of the Internal Revenue Code. All incentive stock options must be granted within ten years of the date the Incentive Plan is approved by the Plan Administrator.

SARs.   A SAR entitles the holder to receive, upon exercise, an amount equal to any positive difference between the fair market value of one share of New PLAYSTUDIOS Class A common stock on the date the SAR is exercised and the exercise price, multiplied by the number of shares of New PLAYSTUDIOS Class A common stock with respect to which the SAR is exercised. The Plan Administrator will have the authority to determine whether the amount to be paid upon exercise of a SAR will be paid in cash, common stock or a combination of cash and common stock.

Restricted Stock.   Restricted stock awards provide for a specified number of shares of New PLAYSTUDIOS Class A common stock subject to a restriction against transfer during a period of
 
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time or until performance measures are satisfied, as established by the Plan Administrator. Unless otherwise set forth in the agreement relating to a restricted stock award, the holder has all rights as a stockholder, including voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of common stock; provided, however, that the Plan Administrator may determine that distributions with respect to shares of New PLAYSTUDIOS Class A common stock will be deposited with New PLAYSTUDIOS and will be subject to the same restrictions as the shares of New PLAYSTUDIOS Class A common stock with respect to which such distribution was made.

RSUs.   An RSU is a right to receive a specified number of shares of New PLAYSTUDIOS Class A common stock (or the fair market value thereof in cash, or any combination of New PLAYSTUDIOS Class A common stock and cash, as determined by the Plan Administrator), subject to the expiration of a specified restriction period and/or the achievement of any performance measures selected by the Plan Administrator, consistent with the terms of the Incentive Plan. The RSU agreement will specify whether the award recipient is entitled to receive dividend equivalents with respect to the number of shares of New PLAYSTUDIOS Class A common stock subject to the award. Prior to the settlement of a RSU in New PLAYSTUDIOS Class A common stock, the award recipient will have no rights as a stockholder of New PLAYSTUDIOS with respect to New PLAYSTUDIOS Class A common stock subject to the award.

Performance Awards.   Performance awards are awards whose final value or amount, if any, is determined by the degree to which specified performance measures have been achieved during a performance period set by the Plan Administrator. Performance periods can be partial-year, annual or multi-year periods, as determined by the Plan Administrator. Performance measures that may be used include one or more of the following: the attainment by a share of New PLAYSTUDIOS Class A common stock of a specified value within or for a specified period of time, earnings per share, earnings before interest expense and taxes, return to shareholders (including dividends), return on equity, earnings, commissions and fees, cash flow or cost reduction goals, operating profit, pretax return on total capital, economic value added or any combination of the foregoing. Such criteria and objectives may relate to results obtained by the individual, New PLAYSTUDIOS or a subsidiary, or any business unit or division thereof, or may relate to results obtained relative to a specific industry or a specific index. Payment may be made in the form of cash, common stock, restricted stock, RSUs, other awards, or a combination thereof, as specified by our Plan Administrator.

Other Cash-Based Awards.   Annual incentive awards are generally cash awards based on the degree to which certain of any or all of a combination of individual, team, department, division, subsidiary, group or corporate performance objectives are met or not met. The Plan Administrator may establish the terms and provisions, including performance objectives, for any annual incentive award. The Plan Administrator may also grant any shorter- or longer-term cash-based award.

Other Stock-Based Awards.   The Plan Administrator has the discretion to grant other types of awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares.
An award agreement may contain additional terms and restrictions, including vesting conditions, not inconsistent with the terms of the Incentive Plan, as the Plan Administrator may determine.
Director Pay Cap
Subject to the adjustment provision of the Incentive Plan, an individual who is a non-employee director may not receive in any fiscal year awards under the Incentive Plan or cash compensation which relate to more than $750,000 in the aggregate, increased to $1,000,000 for a non-employee director’s initial year of service.
Termination of Service and Change of Control
The Plan Administrator will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle, be paid or be
 
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forfeited. In the event of a change of control, except as otherwise provided in the applicable award agreement, the Plan Administrator may provide for:

continuation or assumption of outstanding awards under the Incentive Plan by New PLAYSTUDIOS (if we are the surviving corporation) or by the surviving corporation or its parent;

substitution or replacement of outstanding awards by the surviving corporation or its parent with cash, securities, rights or other property with substantially the same terms and value as such outstanding awards;

acceleration of the vesting (including the lapse of any restriction) and exercisability of outstanding awards upon (i) the individual’s involuntary termination of service (including our termination without cause or by the individual for good reason) within a specified period following such change of control or (ii) the failure of the surviving corporation or its parent to continue or assume such outstanding awards;

determination of the level of attainment of the applicable performance condition or conditions in the case of a performance award;

cancellation of outstanding awards under the Incentive Plan in exchange for a payment of cash, securities, rights and/or other property equal to the value of such outstanding award; and

cancellation of outstanding awards under the Incentive Plan without payment of any consideration, to the extent such awards are not vested as of immediately prior to the change of control.
In the event the Plan Administrator fails to take one or more of the foregoing actions with respect to an outstanding award, such award will accelerate in full (but with the level of attainment of any performance conditions determined by the Plan Administrator) and be cancelled in exchange for a payment on terms substantially consistent with those set forth in the second to last bullet above.
Amendment and Termination
New PLAYSTUDIOS Board of Directors may amend, alter, suspend, discontinue or terminate the Incentive Plan. The Plan Administrator may also amend the Incentive Plan or create sub-plans. However, subject to the adjustment and change of control provisions of the Incentive Plan, any such action that would materially adversely affect the rights of a holder of an outstanding award may not be taken without the holder’s consent, except to the extent that such action is taken to cause the Incentive Plan to comply with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations, to impose any “clawback” or recoupment provisions on any outstanding awards in accordance with the Incentive Plan, or to comply with Section 409A of the Internal Revenue Code.
New PLAYSTUDIOS Employee Stock Purchase Plan
The material terms of the New PLAYSTUDIOS 2021 Employee Stock Purchase Plan (the “ESPP”), as approved by the New PLAYSTUDIOS Board of Directors, are summarized below. A copy of the ESPP is attached to this proxy statement/prospectus as Annex G.
Purpose
The purpose of the ESPP is to provide employees with an opportunity to acquire a proprietary interest in New PLAYSTUDIOS through the purchase of New PLAYSTUDIOS Class A common stock.
Shares Available
Subject to adjustment, a total of         shares of New PLAYSTUDIOS Class A common stock have been authorized for issuance under the ESPP. Additionally, the number of shares of New PLAYSTUDIOS Class A common stock reserved for issuance under the ESPP will increase automatically on the first day of each fiscal year following the effective date of the ESPP Plan, by the lesser of (i) 1% of outstanding shares of New PLAYSTUDIOS Class A common stock and Class B common stock on the last business day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by New PLAYSTUDIOS Board of Directors; provided that the maximum number of shares that may be issued
 
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under the ESPP in any event will be         shares, subject to adjustment in the event of a dividend or other distribution (whether in the form of cash, common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities, or other similar event.
Administration
New PLAYSTUDIOS Board of Directors or a committee or subcommittee designated by New PLAYSTUDIOS Board of Directors (in either event, the “ESPP Administrator”) will administer the ESPP.
Eligibility
New PLAYSTUDIOS’ employees, including executive officers, or employees of New PLAYSTUDIOS’ subsidiaries must be customarily employed with New PLAYSTUDIOS or one of its affiliates for more than 20 hours per week and more than five months per calendar year in order to participate in the ESPP. An employee may not be granted options to purchase shares under the ESPP if such employee (a) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of New PLAYSTUDIOS Class A common stock or (b) holds rights to purchase stock under the ESPP that would accrue at a rate that exceeds $25,000 of the fair market value of New PLAYSTUDIOS stock for each calendar year that the options remain outstanding.
Offerings
Each offering will have one or more purchase dates on which shares of New PLAYSTUDIOS Class A common stock will be purchased for the employees who are participating in the offering. The ESPP Administrator, in its discretion, will determine the terms of offerings under the ESPP. The ESPP permits participating employees to purchase shares of New PLAYSTUDIOS Class A common stock through payroll deductions in an amount equal to at least 1% of the employee’s compensation. The purchase price of the shares of New PLAYSTUDIOS Class A common stock will be not less than the lesser of (i) 85% (or such greater percentage as designated by the ESPP Administrator) of the fair market value of New PLAYSTUDIOS Class A common stock on the date of purchase or (ii) 85% (or such greater percentage as designated by the ESPP Administrator) of the fair market value of New PLAYSTUDIOS Class A common stock on the first day of the offering period.
Adjustments
In the event of a specified corporate transaction, such as a merger or acquisition of stock or property, a successor corporation may assume or substitute each outstanding option under the ESPP. If the successor corporation does not assume or substitute the outstanding options, the offering in progress will be shortened and a new exercise date will be set. Employees’ options will be exercised on the new exercise date and such options will terminate immediately thereafter. Notwithstanding the foregoing, in the event of a specified corporate transaction, the ESPP Administrator may elect to terminate all outstanding offerings.
Section 423 Status
The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, provided that the ESPP Administrator may adopt sub-plans applicable to particular subsidiaries or locations which may be designed to be outside the scope of Section 423 of the Internal Revenue Code. The ESPP will remain in effect for ten years following the effective date of the ESPP unless terminated earlier by the ESPP Administrator in accordance with the terms of the ESPP.
Amendment and Termination
Our ESPP Administrator has the authority to amend, suspend or terminate the ESPP at any time and for any reason.
 
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DIRECTOR COMPENSATION
Prior to the completion of the Business Compensation, no member of PLAYSTUDIOS’ board of directors received any compensation from PLAYSTUDIOS for service on the board of directors.
Following the completion of the Business Combination, New PLAYSTUDIOS’ compensation committee expects to implement an appropriate compensation program for members of the New PLAYSTUDIOS Board of Directors.
 
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding (i) the beneficial ownership of Acies ordinary shares as of December 31, 2020 and (ii) the expected beneficial ownership of shares of New PLAYSTUDIOS common stock immediately following consummation of the Business Combination (assuming a “no redemption” scenario and assuming a “redemption” scenario as described below) by:

each person who is known to be the beneficial owner of more than 5% of Acies ordinary shares;

each person who is expected to be the beneficial owner of more than 5% of shares of New PLAYSTUDIOS common stock post-Business Combination;

each of Acies’ current executive officers and directors;

each person who will become an executive officer or director of New PLAYSTUDIOS post-Business Combination; and

all executive officers and directors of Acies as a group pre-Business Combination, and all executive officers and directors of New PLAYSTUDIOS post-Business Combination.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
The beneficial ownership of Acies ordinary shares pre-Business Combination is based on 26,906,250 Acies ordinary shares issued and outstanding as of December 31, 2020, which includes an aggregate of 5,381,250 Acies Class B ordinary shares outstanding as of such date.
The expected beneficial ownership of shares of New PLAYSTUDIOS common stock post-Business Combination assumes two scenarios:
(a)   a “no redemption” scenario where (i) no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) current PLAYSTUDIOS stockholders elect to receive cash of $       million as consideration in the Business Combination and (iii) New PLAYSTUDIOS issues        shares of New PLAYSTUDIOS common stock to PLAYSTUDIOS stockholders as the Aggregate Merger Consideration pursuant to the Merger Agreement; and
(b)   a “maximum redemption” scenario where (i) 21,525,000 public shares are redeemed for an aggregate redemption payment of approximately $       million (including a pro rata portion of interest accrued on the Trust Account of $       million), based on a minimum cash condition of $200 million at Closing of the Business Combination, consisting of Trust Account funds, PIPE Financing proceeds and all other cash and cash equivalents of Acies less the aggregate amount of cash proceeds that will be required to satisfy the redemption of the public shares, (ii) current PLAYSTUDIOS stockholders elect to receive cash of $       million as consideration in the Business Combination and (iii) New PLAYSTUDIOS issues        shares of New PLAYSTUDIOS common stock to stockholders as the Aggregate Merger Consideration pursuant to the Merger Agreement.
The expected beneficial ownership of shares of New PLAYSTUDIOS common stock post-Business Combination also assumes (i) no issuance of any Earnout Securities; and (ii) 25,000,000 shares of New PLAYSTUDIOS Class A common stock are issued in connection with the PIPE Financing immediately prior to the Closing.
Based on the foregoing assumptions, we estimate that there would be        shares of New PLAYSTUDIOS common stock issued and outstanding immediately following the consummation of the Business Combination in the “no redemption” scenario consisting of        shares of New PLAYSTUDIOS Class A common stock and        shares of New PLAYSTUDIOS Class B common stock and        shares of New PLAYSTUDIOS common stock issued and outstanding immediately following the consummation of the Business Combination in the “redemption” scenario consisting of        shares of New PLAYSTUDIOS Class A common stock and        shares of New PLAYSTUDIOS Class B common
 
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stock. If the actual facts are different from the foregoing assumptions, ownership figures in the combined company and the columns under Post-Business Combination in the table that follows will be different.
The following table does not reflect record or beneficial ownership of any shares of New PLAYSTUDIOS common stock issuable upon exercise of public warrants or private placement warrants, as such securities are not exercisable or convertible within 60 days of December 31, 2020.
Unless otherwise indicated, Acies believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
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)
*
Less than one percent
(1)
Unless otherwise noted, the business address of each of those listed in the table above pre-Business Combination is 1219 Morningside Drive, Suite 110, Manhattan Beach, CA 90266 and post-Business Combination is 10150 Covington Cross Drive, Las Vegas, NV 89144.
(2)
The shares reported above are held in the name of Acies Acquisition LLC. Acies Acquisition LLC is controlled by Daniel Fetters and Edward King, as the managing members. The shares reported above consist solely of Acies Class B ordinary shares. Such shares will automatically convert into shares of New PLAYSTUDIOS Class A common stock at the time of the Domestication.
(3)
In connection with the Business Combination, Acies Acquisition LLC will forfeit, for no consideration, 850,000 Acies Class B ordinary shares at the Domestication. The shares reported above also exclude 900,000 shares of New PLAYSTUDIOS Class A common stock that are subject to certain vesting conditions based on the trading price of New PLAYSTUDIOS Class A common stock. In the event such
 
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performance targets are not met before the fifth anniversary of the Closing, the shares will be forfeited. While the shares will be considered issued and outstanding as of the date of the Business Combination, the share are contingently returnable and Acies Acquisition LLC currently has neither voting nor dispositive power over such shares.
(4)
Up to an additional 807,188 shares of Acies Class B ordinary shares will be forfeited at the time of the Domestication, for no consideration, conditioned on certain redemptions of Acies Class A ordinary shares.
(5)
According to Schedule 13G/A, filed on January 15, 2021 by Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), Riverview Group LLC (“Riverview Group”), ICS Opportunities, Ltd. (“ICS Opportunities”), Millennium International Management LP (“Millennium International Management”), Millennium Management LLC (“Millennium Management”), Millennium Group Management LLC (“Millennium Group Management”), and Israel A. Englander (“Mr. Englander”), the business address of such parties is 666 Fifth Avenue, New York, New York 10103. The shares reported above are held as follows: (i) Integrated Core Strategies beneficially owned 839,997 Class A ordinary shares and 225,003 Acies units; (ii) Riverview Group beneficially owned 600,000 Class A ordinary shares; and (iii) ICS Opportunities beneficially owned 135,000 Acies units. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Management is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. Millennium Group Management is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities. The managing member of Millennium Group Management is a trust of which Mr. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group and ICS Opportunities.
(6)
In connection with the Business Combination, Mr. Pascal will forfeit, for no consideration, 522,843 Acies Class B ordinary shares at the Closing.
 
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Sponsor
Sponsor Shares
On September 15, 2020, the Sponsor purchased 8,625,00 Sponsor Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 20, 2020, the Sponsor cancelled an aggregate of 2,875,000 Sponsor Shares, and on November 9, 2020, forfeited an additional 368,750 Sponsor Shares as a result of the underwriters’ election to partially exercise their over-allotment option in connection with Acies’ IPO, such that an aggregate of 5,381,250 Sponsor Shares are currently issued and outstanding.
These Sponsor Shares are identical to the Acies Class A ordinary shares included in the units sold in Acies’ IPO, except that (i) only the holders of the Sponsor Shares have the right to vote on the election of directors prior to the initial business combination (as defined in the Cayman Constitutional Documents), (ii) the Sponsor Shares are subject to certain transfer restrictions, (iii) the holders of the Sponsor Shares have agreed pursuant to a letter agreement to waive (x) their redemption rights with respect to the Sponsor Shares and public shares held by them in connection with the completion of a business combination, (y) their redemption rights with respect to any Sponsor Shares and public shares held by them in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Acies’ obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if Acies does not complete its initial business combination by October 22, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (z) their rights to liquidating distributions from the Trust Account with respect to the Sponsor Shares if Acies fails to complete a business combination by October 22, 2022, (iv) the Sponsor Shares are automatically convertible into Acies Class A ordinary shares at the time of Acies’ initial business combination and (v) the Sponsor Shares are entitled to registration rights.
In connection with the Business Combination, upon the Domestication, 850,000 Sponsor Shares will be forfeited for no consideration. In addition, up to an additional 807,188 Sponsor Shares will be forfeited conditioned on certain redemptions of Acies Class A ordinary shares. The remaining Sponsor Shares will convert automatically, on a one-for-one basis, into shares of New PLAYSTUDIOS Class A common stock. For additional information, see “Domestication Proposal.”
Private Placement Warrants
Simultaneously with the consummation of the IPO of Acies, the Sponsor purchased 4,333,333 private placement warrants at a price of $1.50 per warrant, or $6,500,000 in the aggregate, in a private placement. Each private placement warrant entitles the holder to purchase one Acies Class A ordinary share for $11.50 per share. Additionally, on November 9, 2020, the Sponsor purchased an additional 203,334 private placement warrants, for total gross proceeds to Acies of $305,000. A portion of the proceeds from the sale of the private placement warrants was placed in the Trust Account. The private placement warrants may not be redeemed by Acies so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the private placement warrants will be redeemable by Acies and exercisable by the holders on the same basis as the warrants included in the units that were sold as part of the IPO of Acies. The Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis.
The private placement warrants are identical to the warrants included in the units sold in the IPO of Acies except that the private placement warrants: (i) are not redeemable by Acies, (ii) may be exercised for cash or on a cashless basis so long as they are held by the Sponsor or any of its permitted transferees and (iii) are entitled to registration rights (including the Acies Class A ordinary shares issuable upon exercise of the private placement warrants). Additionally, the purchasers have agreed not to transfer, assign or sell any of the private placement warrants, including the Acies Class A ordinary shares issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the completion of Acies’ initial business combination.
 
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In connection with the Business Combination, upon the Domestication, each of the private placement warrants will convert automatically into a warrant to acquire one share of New PLAYSTUDIOS Class A common stock pursuant to the Warrant Agreement. For additional information, see “Domestication Proposal.”
Registration Rights
The holders of the Sponsor Shares and private placement warrants (and any Acies Class A ordinary shares issuable upon conversion of the Sponsor Shares and upon the exercise of the private placement warrants) are entitled to registration rights pursuant to a registration rights agreement signed October 22, 2020, requiring Acies to register such securities for resale (in the case of the Sponsor Shares, only after conversion to Acies Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that Acies register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of Acies’ initial business combination and rights to require Acies to register for resale such securities pursuant to Rule 415 under the Securities Act. Acies will bear the expenses incurred in connection with the filing of any such registration statements.
In connection with the Business Combination, the registration rights agreement will be amended and restated. For additional information, see “Business Combination Proposal—Related Agreements—Amended and Restated Registration Rights Agreement.
MGM Investment
Concurrently with the execution of the Merger Agreement, Acies entered into a Subscription Agreement with MGM Resorts International (“MGM”), pursuant to which MGM subscribed for shares of New PLAYSTUDIOS Class A common stock in connection with the PIPE Investment. MGM is expected to fund $20,000,000 of the PIPE Investment, for which they will receive 2,000,000 shares of New PLAYSTUDIOS Class A common stock.
The MGM PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination. For additional information, see “Business Combination Proposal—Approval of the Business Combination—Related Agreements—Subscription Agreements” and “—MGM Marketing Agreement” and “—MGM Letter of Commitment,” below.
Related Party Note and Advances
On September 4, 2020, Acies issued an unsecured promissory note to the Sponsor, pursuant to which Acies borrowed up to an aggregate principal amount of $300,000. The note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of Acies’ IPO. The borrowings outstanding under the note in the amount of $278,631 were repaid subsequent to the closing of Acies’ IPO on October 29, 2020.
Prior to Acies’ initial business combination, Acies’ audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or Acies’ or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Acies’ behalf, although no such reimbursements will be made from the proceeds of Acies’ IPO held in the Trust Account prior to the completion of Acies’ initial business combination.
Acies is not prohibited from pursuing a business combination with a company that is affiliated with the Sponsor or Acies’ officers or directors or making the acquisition through a joint venture or other form of shared ownership with the Sponsor or Acies’ officers or directors. In the event Acies seeks to complete a business combination with a target that is affiliated with the Sponsor or Acies’ officers or directors, Acies, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial business combination is fair to Acies from a financial point of view. Acies is not required to obtain such an opinion in any other context.
 
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Administrative Services Agreement
Acies entered into an agreement whereby, commencing on October 23, 2020 through the earlier of the consummation of a business combination or Acies’ liquidation, Acies will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, administrative and support services. For the three months ended December 31, 2020, Acies incurred $       of such fees. As of December 31, 2020, $       is included in accrued expenses in the accompanying condensed balance sheets of Acies.
PLAYSTUDIOS
Transaction with Co-Founder and Chief Executive Officer
In connection with the Merger Agreement, Andrew Pascal, Co-Founder, Chief Executive Officer and a member of the board of directors of PLAYSTUDIOS will receive New PLAYSTUDIOS Class B common stock. Shares of Class B common stock of PLAYSTUDIOS are entitled to twenty votes per share. As a result, immediately following the Business Combination, Mr. Pascal will own approximately 12.6% of the outstanding and issued capital stock of New PLAYSTUDIOS, but have approximately 74.5% of the voting power of the outstanding and issued capital stock of New PLAYSTUDIOS, assuming no redemptions.
MGM Marketing Agreement
PLAYSTUDIOS is party to a joint marketing agreement with MGM (as amended, the “MGM Marketing Agreement”). As consideration for the use of MGM’s intellectual property in certain of PLAYSTUDIOS’ social casino games, PLAYSTUDIOS issued 19,200,000 shares of its common stock representing 10% of its then outstanding common stock, and in lieu of royalty payments, PLAYSTUDIOS agreed to pay MGM a profit share of up to a mid- to high-single digit percentage of cumulative net operating income, as defined in the MGM Marketing Agreement.
On October 30, 2020, PLAYSTUDIOS and MGM agreed to amend the MGM Marketing Agreement (the “MGM Amendment”). Under the MGM Amendment, the MGM Marketing Agreement was amended to terminate the profit share provision. In exchange, PLAYSTUDIOS agreed to remit to MGM a one-time payment of $20.0 million, payable on the earliest to occur of (i) the PIPE Investment, (ii) the date that PLAYSTUDIOS waives MGM’s commitment to participate in the PIPE Investment (See “—MGM Letter of Commitment” below), or (iii) two years from the date of the MGM Amendment. As a result of the termination, PLAYSTUDIOS is no longer obligated to make profit share payments, but the other rights and obligations under the MGM Marketing Agreement continue in full force and effect.
MGM Letter of Commitment
Contemporaneously with the MGM Amendment, MGM delivered to PLAYSTUDIOS a Letter of Commitment pursuant to which it committed to participate in a PIPE transaction or other private placement of shares of PLAYSTUDIOS common stock for a minimum of $20.0 million. MGM may apply the amount PLAYSTUDIOS is obligated to pay MGM under the MGM Amendment to satisfy its commitment.
MGM Secondary Transaction
During 2018, PLAYSTUDIOS assisted in the organization of a transaction between MGM and employees of PLAYSTUDIOS wherein MGM purchased approximately 10.0 million shares of PLAYSTUDIOS common stock from employees for a total of approximately $10.0 million. In the transaction, MGM paid a premium above the fair value of the shares. The excess purchase price over the fair value of common stock was recorded as compensation expense, net of amounts capitalized, to PLAYSTUDIOS.
King Agreement
In April 2017, PLAYSTUDIOS entered into a game publishing and distribution agreement (the “King Agreement”) with King.com Limited and King.com (US), LLC (collectively, “King”) to develop a branded mobile application with games incorporating their branded intellectual property. King is a subsidiary of
 
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Activision Blizzard, Inc (“Activision”). Activision is a stockholder and an Activision senior executive serves on the board of directors of PLAYSTUDIOS. King was responsible for $1.3 million and $7.3 million in revenue for PLAYSTUDIOS in 2018 and 2019, respectively. In June 2019, the agreement terminated, and all of the associated deferred revenue was recorded as revenue for PLAYSTUDIOS during 2019. As of September 30, 2020, Activision owned 64 million shares of PLAYSTUDIOS’ preferred stock.
Investor Rights Agreement
PLAYSTUDIOS entered into a second amended and restated investor rights agreement dated June 2, 2014, granting registration rights, preemptive rights and information rights, among other things, to certain holders of PLAYSTUDIOS’ preferred stock, including MGM, Activision, the Pascal Family Trust and the Paul D. and Julie A. Mathews Family Trust, among others. This agreement will terminate upon the Closing.
Right of First Refusal Agreement
PLAYSTUDIOS entered into a second amended and restated right of first refusal and co-sale agreement dated June 2, 2014 with certain holders of PLAYSTUDIOS’ preferred stock, pursuant to which such holders have a right of first refusal and co-sale in respect of certain sales of securities by certain of PLAYSTUDIOS, stockholders, including the Pascal Family Trust, the Paul D. and Julie A. Mathews Family Trust and MGM, among others. This agreement will terminate upon the Closing.
Voting Rights Agreement
PLAYSTUDIOS is a party to a second amended and restated voting agreement dated June 2, 2014 pursuant to which certain holders of PLAYSTUDIOS preferred stock have agreed to vote in a certain way on certain matters, including with respect to the election of directors of PLAYSTUDIOS. Upon the Closing, the Voting Rights Agreement will terminate and none of PLAYSTUDIOS’ stockholders will have any special rights regarding the election or designation of members of the New PLAYSTUDIOS Board of Directors.
Andrew Pascal—Family Relationships
Andrew Pascal’s brother, David Pascal, has served as PLAYSTUDIOS’ director of marketing since October 2012. David Pascal received approximately $0.2 million in salary, bonus and benefits in each of 2018, 2019 and 2020. These amounts include the fair value of 80,000 PLAYSTUDIOS Options and 1,000 PLAYSTUDIOS Options that were granted to David Pascal under the PLAYSTUDIOS Option Plan in 2018 and 2020, respectively.
Post-Business Combination Arrangements
In connection with the Business Combination, certain agreements were entered into or will be entered into pursuant to the Merger Agreement. The agreements described in this section, or forms of such agreements as they will be in effect substantially concurrently with the completion of the Business Combination, are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified by reference thereto. These agreements include:

the Sponsor Support Agreement;

Subscription Agreements; and

the Registration Rights Agreement.
For more information about these agreements, see the section titled “Business Combination Proposal—Related Agreements.”
Policies and Procedures for Related Person Transactions
Effective upon the consummation of the Business Combination, the New PLAYSTUDIOS Board of Directors will adopt a written related person transaction policy that will set forth the following policies and
 
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procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which the post-combination company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

any person who is, or at any time during the applicable period was, one of New PLAYSTUDIOS’ executive officers or directors;

any person who is known by the post-combination company to be the beneficial owner of more than 5% of New PLAYSTUDIOS voting stock;

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, step-parent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of New PLAYSTUDIOS’ voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of New PLAYSTUDIOS’ voting stock; and

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.
New PLAYSTUDIOS will have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit committee will have the responsibility to review related party transactions.
 
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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS
Acies is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act and Acies’ memorandum and articles of association govern the rights of its shareholders. The Cayman Islands Companies Act differs in some material respects from laws generally applicable to U.S. corporations and their stockholders. In addition, the memorandum and articles of association will differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of New PLAYSTUDIOS, your rights will differ in some regards as compared to when you were a shareholder of Acies. PLAYSTUDIOS is incorporated under the laws of the State of Delaware and the rights of PLAYSTUDIOS stockholders are governed by the laws of the State of Delaware, including the DGCL, the Proposed Certificate of Incorporation and the Proposed Bylaws. Thus, following the Business Combination, the rights of Acies shareholders who become New PLAYSTUDIOS stockholders in the Business Combination will continue to be governed by Delaware law but will no longer be governed by Acies’ memorandum and articles of association and instead will be governed by the New PLAYSTUDIOS Proposed Certificate of Incorporation and Proposed Bylaws.
Below is a summary chart outlining important similarities and differences in the corporate governance and shareholder/stockholder rights associated with each of Acies and New PLAYSTUDIOS according to applicable law or the organizational documents of Acies and New PLAYSTUDIOS.
The summary below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents, and is qualified by reference to the complete text of the Cayman Constitutional Documents of Acies, attached to this proxy statement/prospectus as Annex H, the complete text of the Proposed Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex I and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex J. You should review each of the Proposed Organizational Documents, as well as the Delaware corporate law and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to New PLAYSTUDIOS and Acies, respectively.
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.
 
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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.
 
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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).
 
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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.
 
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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.
 
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DESCRIPTION OF NEW PLAYSTUDIOS SECURITIES
As a result of the Business Combination, Acies shareholders who receive shares of New PLAYSTUDIOS Class A common stock in the transaction will become New PLAYSTUDIOS stockholders. Your rights as New PLAYSTUDIOS stockholders will be governed by Delaware law and the Proposed Certificate of Incorporation and Proposed Bylaws. The following description of the material terms of New PLAYSTUDIOS’ securities reflects the anticipated state of affairs upon completion of the Business Combination.
In connection with the Domestication in connection with the Business Combination, Acies will adopt a new certificate of incorporation and bylaws. The following summary of certain provisions of New PLAYSTUDIOS securities does not purport to be complete and is subject to the Proposed Certificate of Incorporation, the Proposed Bylaws and the provisions of applicable law. Copies of the Proposed Certificate of Incorporation and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex I and Annex J, respectively. You are encouraged to read the applicable provisions of Delaware law, the Proposed Certificate of Incorporation and the Proposed Bylaws in their entirety for a complete description of the rights and preferences of New PLAYSTUDIOS securities following the Business Combination.
General
Authorized Capitalization
Immediately following the completion of the Business Combination, New PLAYSTUDIOS’ authorized capital stock will consist of shares of capital stock, par value $0.0001 per share, of which:

        shares are designated as Class A common stock;

        shares are designated as Class B common stock; and

        shares are designated as preferred stock.
New PLAYSTUDIOS Board of Directors will be authorized, without stockholder approval, except as required by the listing standards of Nasdaq, to issue additional shares of capital stock.
As of November 9, 2020, Acies had 21,525,000 Class A ordinary shares and 5,381,250 Class B ordinary shares outstanding, and no shares of preferred stock outstanding. Acies also has issued 11,711,667 warrants consisting of 7,175,000 public warrants and 4,536,667 private placement warrants and          Acies units. After giving effect to the Business Combination, New PLAYSTUDIOS will have approximately          shares of New PLAYSTUDIOS Class A common stock outstanding (assuming no redemptions) and approximately          shares of New PLAYSTUDIOS Class B common stock outstanding (assuming no redemptions).
Common Stock
Following the Business Combination, New PLAYSTUDIOS will have two classes of authorized common stock, New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock. The rights of the holders of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock are identical, except with respect to voting and conversion.
Dividend Rights
Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of New PLAYSTUDIOS common stock are entitled to receive ratably any dividends declared by the New PLAYSTUDIOS Board of Directors out of assets legally available. See the section titled “Dividend Policy” for additional information.
Voting Rights
Shares of New PLAYSTUDIOS Class A common stock will be entitled to one vote per share. Shares of New PLAYSTUDIOS’ Class B common stock will be entitled to 20 votes per share. The holders of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock will generally
 
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vote together as a single class on all matters submitted to a vote of stockholders unless otherwise required by Delaware law or the Proposed Certificate of Incorporation.
The Proposed Certificate of Incorporation provides that prior to the Final Conversion Date (as defined below), New PLAYSTUDIOS shall not, without the prior affirmative vote of the holders of at least a majority of the outstanding shares of New PLAYSTUDIOS Class B common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Certificate of Incorporation:

directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend, repeal or adopt any provision of the Proposed Certificate of Incorporation inconsistent with, or otherwise alter, any provision of the Proposed Certificate of Incorporation that modifies the voting, conversion or other rights, powers, preferences, privileges or restrictions of the shares of New PLAYSTUDIOS Class B common stock;

reclassify any outstanding shares of New PLAYSTUDIOS Class A common stock into shares having (i) rights as to dividends or liquidation that are senior to the New PLAYSTUDIOS Class B common stock or (ii) the right to have more than one vote per share, except as required by law;

decrease or increase the number of authorized shares of New PLAYSTUDIOS Class B common stock or issue any shares of New PLAYSTUDIOS Class B common stock (other than shares of New PLAYSTUDIOS Class B common stock issued by New PLAYSTUDIOS upon Closing or pursuant to the exercise or conversion of options or warrants or settlements of other equity awards that, in each case, are outstanding as of the date of the Closing); or

authorize, or issue any shares of, any class or series of capital stock of New PLAYSTUDIOS having the right to more than one vote for each share thereof other than the New PLAYSTUDIOS Class B common stock.
Additionally, Delaware law could require either holders of New PLAYSTUDIOS Class A common stock or New PLAYSTUDIOS Class B common stock to vote separately as a single class in the following circumstances:

if New PLAYSTUDIOS were to seek to amend the Proposed Certificate of Incorporation to increase or decrease the par value of a class of New PLAYSTUDIOS capital stock, then that class would be required to vote separately to approve the proposed amendment; and

if New PLAYSTUDIOS were to seek to amend the Proposed Certificate of Incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of New PLAYSTUDIOS capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
Liquidation Rights
If New PLAYSTUDIOS is involved in a liquidation, dissolution or is wound up, holders of New PLAYSTUDIOS common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. The Proposed Certificate of Incorporation provides that any merger or consolidation of New PLAYSTUDIOS with or into another entity must be approved by a majority of the outstanding shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock, each voting separately as a class, unless (i) the shares of New PLAYSTUDIOS common stock are treated equally, identically and ratably, on a per share basis and (ii) such shares are converted on a pro rata basis into shares of the surviving entity or its parent in such transaction having substantially identical rights, powers and privileges to the shares of New PLAYSTUDIOS Class A common stock and New PLAYSTUDIOS Class B common stock, respectively, in effect immediately prior to such transaction. Holders of New PLAYSTUDIOS common stock have no preemptive or conversion rights or other subscription rights.
No Preemptive or Similar Rights
New PLAYSTUDIOS common stock is not entitled to preemptive rights, and there are no redemption or sinking fund provisions applicable to New PLAYSTUDIOS common stock.
 
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Conversion Rights
Each share of New PLAYSTUDIOS Class B common stock will automatically convert into one share of New PLAYSTUDIOS Class A common stock on the Final Conversion Date, which is the earliest to occur of:

the date specified by the holders of at least a majority the then outstanding shares of New PLAYSTUDIOS Class B common stock voting as a separate class;

the date on which Andrew Pascal, the Pascal Family Trust and their respective permitted transferees collectively cease to beneficially own at least 20% of the number of shares of New PLAYSTUDIOS Class B common stock collectively held by such holders immediately following the Closing; and

the date that is nine months after the death or permanent and total disability of Andrew Pascal, provided that such date may be extended by a majority of the independent members of the New PLAYSTUDIOS Board of Directors to a date that is not longer than 18 months from the date of such death or disability, provided, however, that from the time of the death or permanent and total disability of Andrew Pascal, the voting power of such shares of New PLAYSTUDIOS Class B common stock shall only be exercised in accordance with an approved transition agreement or a person previously designated by Andrew Pascal and approved by a majority of the independent members of New PLAYSTUDIOS’ Board of Directors.
In addition, a holder’s shares of New PLAYSTUDIOS Class B common stock will automatically convert into shares of New PLAYSTUDIOS Class A common stock upon (i) the affirmative written election of such stockholder, or (ii) any sale, assignment, transfer, conveyance, hypothecation, or other transfer or disposition, directly or indirectly, of any shares of New PLAYSTUDIOS Class B common stock or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation, or otherwise), including, without limitation the transfer of a share of New PLAYSTUDIOS Class B common stock to a broker or other nominee or the transfer of, or entering into a binding agreement with respect to, voting control over such share by proxy or otherwise, other than certain permitted transfers set forth in the Proposed Certificate of Incorporation.
Lock-up Restrictions
Pursuant to the Proposed Bylaws, after the completion of the Business Combination, without the prior written consent of the New PLAYSTUDIOS Board of Directors in its sole discretion at any time, holders of any (i) shares of New PLAYSTUDIOS common stock issued as consideration pursuant to the Mergers, (ii) PLAYSTUDIOS Options or (iii) shares of New PLAYSTUDIOS common stock underlying the PLAYSTUDIOS Options, in each case, are contractually restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii) (collectively, the “PLAYSTUDIOS Lock-Up Securities”), and in each case, may not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any such security, or enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of any of the PLAYSTUDIOS Lock-Up Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, until the date that is 12 months after the Closing (the “Lock-Up Period”).
Notwithstanding the foregoing, beginning on the date that is 180 days after the Closing, each holder of PLAYSTUDIOS Lock-Up Securities that is subject to these restrictions may freely transfer the lesser of (i) 5.00% of the PLAYSTUDIOS Lock-Up Securities held by such holder and (ii) 50,000 of the PLAYSTUDIOS Lock-Up Securities held by such holder (any PLAYSTUDIOS Options will be assumed as if exercised for cash for purposes of clause (i)).
In addition, PLAYSTUDIOS Lock-Up Securities may be transferred during the Lock-Up Period:

by will, other testamentary document or intestacy;

as a bona fide gift or gifts, including to charitable organizations or for bona fide estate planning purposes;
 
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to any trust for the direct or indirect benefit of the holder of such security or the immediate family of the holder of such security, or if such holder is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

to a partnership, limited liability company or other entity of which the holder of such security and the immediate family of such holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

if the holder of such security is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of such holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such holder or affiliates of such holder (including, for the avoidance of doubt, where such holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of such holder;

to a nominee or custodian of any person or entity to whom a transfer would be permissible under the first five bullets above;

in the case of an individual, by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or related court order;

from an employee or a director of, or a service provider to, New PLAYSTUDIOS or any of its subsidiaries upon the death, disability or termination of employment, in each case, of such person;

pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the New PLAYSTUDIOS Board of Directors and made to all holders of shares of New PLAYSTUDIOS capital stock involving a change of control (as defined in the Proposed Bylaws) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, such securities shall remain subject to these restrictions;

to New PLAYSTUDIOS in connection with the exercise of any PLAYSTUDIOS option (including by way of “net” or “cashless” exercise) which would expire if not exercised during the period during which these restrictions are in effect, including for the payment of the related exercise price and for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of such exercise; or

pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations of the holder of such securities (or its direct or indirect owners) arising from a change in the Internal Revenue Code or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed, and such change prevents such transaction from qualifying as a “reorganization” pursuant to Section 368 of the Internal Revenue Code (and such transaction does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Internal Revenue Code or Regulations taking into account such changes);
provided, however, that (i) any shares of New PLAYSTUDIOS common stock received upon the exercise of PLAYSTUDIOS Options will remain subject to these restrictions; (ii) in the case of any transfer of PLAYSTUDIOS Lock-Up Securities pursuant to the first through seventh bullets, above, (w) such transfer shall not involve a disposition for value, (x) the PLAYSTUDIOS Lock-Up Securities shall remain subject to these restrictions, (y) any required public report or filing (including filings under Section 16(a) of the Exchange Act), shall disclose the nature of such transfer and that the PLAYSTUDIOS Lock-Up Securities remain subject to these restrictions and (z) there shall be no voluntary public disclosure or other announcement of such transfer; and (iii) a holder of PLAYSTUDIOS Lock-Up Securities may enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the Lock-Up Period so long as no transfers are effected under such trading plan prior to the expiration of the Lock-Up Period.
Preferred Stock
Pursuant to the Proposed Certificate of Incorporation, the New PLAYSTUDIOS Board of Directors will have the authority, without further action by the stockholders, to issue from time to time shares of
 
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preferred stock in one or more series. The New PLAYSTUDIOS Board of Directors may designate the rights, preferences, privileges and restrictions of the New PLAYSTUDIOS preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. There will be no shares of New PLAYSTUDIOS preferred stock outstanding immediately upon consummation of the Business Combination.
The issuance of New PLAYSTUDIOS preferred stock could have the effect of restricting dividends on the New PLAYSTUDIOS common stock, diluting the voting power of the New PLAYSTUDIOS common stock, impairing the liquidation rights of the New PLAYSTUDIOS common stock or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of the New PLAYSTUDIOS common stock. There are currently no plans to issue any shares of New PLAYSTUDIOS preferred stock.
Stock Options
At the Effective Time, each PLAYSTUDIOS Option that is outstanding and unexercised, whether or not then vested or exercisable, will be converted into an option to acquire shares of New PLAYSTUDIOS Class A common stock (other than in the case of Andrew Pascal, who will receive options exercisable for New PLAYSTUDIOS Class B common stock) with the same terms and conditions as applied to the PLAYSTUDIOS Option immediately prior to the Effective Time, provided that the number of shares underlying such New PLAYSTUDIOS Option will be determined by multiplying the number of shares of PLAYSTUDIOS common stock subject to such option immediately prior to the effective time, by the ratio determined by dividing the Per Share Merger Consideration Value by $10.00 (the product being the “option exchange ratio”) and the per share exercise price of such New PLAYSTUDIOS Option will be determined by dividing the per share exercise price immediately prior to the Closing by the option exchange ratio. As of December 31, 2020, PLAYSTUDIOS had outstanding options to purchase          shares of PLAYSTUDIOS common stock, with a weighted average exercise price of $         per share.
Warrants
As of September 30, 2020, Acies has issued Acies warrants to purchase 11,711,667 Acies Class A ordinary shares, of which Acies warrants to purchase 4,536,667 Acies Class A ordinary shares are held by the Sponsor. At the time of the Domestication, after giving effect to the forfeiture of certain Acies warrants held by the Sponsor pursuant to the Sponsor Support Agreement, each Acies warrant that is outstanding will be automatically converted into a warrant to acquire New PLAYSTUDIOS Class A common stock on substantially the same terms and conditions as specified in the Acies warrant but with references to Acies Class A ordinary shares replaced with references to shares of New PLAYSTUDIOS Class A common stock and such other changes as reasonably necessary to give effect to the Domestication.
Anti-takeover Effects of the Proposed Certificate of Incorporation and the Proposed Bylaws
The Proposed Certificate of Incorporation and Proposed Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of New PLAYSTUDIOS. These provisions and certain provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of New PLAYSTUDIOS to negotiate first with the New PLAYSTUDIOS Board of Directors. The Acies Board of Directors believes that the benefits of increased protection of the potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire New PLAYSTUDIOS.
Issuance of Undesignated Preferred Stock
As discussed above in the section titled “—Preferred Stock,” the New PLAYSTUDIOS Board of Directors will have the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in New PLAYSTUDIOS’ control or management.
 
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Dual Class Stock
As described above, the Proposed Certificate of Incorporation provides for a dual class common stock structure which provides Andrew Pascal with the ability to control the outcome of matters requiring stockholder approval, even though he owns significantly less than a majority of the shares of outstanding New PLAYSTUDIOS common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of New PLAYSTUDIOS or its assets.
Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting
The Proposed Certificate of Incorporation provides that New PLAYSTUDIOS stockholders may not act by written consent after the first date on which the number of 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 then be entitled to vote in the election of directors at an annual meeting of the New PLAYSTUDIOS stockholders (such date, the “Voting Threshold Date”). Prior to the Voting Threshold Date, New PLAYSTUDIOS stockholders may act by written consent only if the action is first recommended or approved by the New PLAYSTUDIOS Board of Directors. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of New PLAYSTUDIOS common stock would not be able to amend the Proposed Bylaws or remove directors without holding a meeting of stockholders called in accordance with the Proposed Bylaws.
In addition, the Proposed Certificate of Incorporation provides that special meetings of the stockholders may be called only by the chairman of the board, the chief executive officer, or New PLAYSTUDIOS Board of Directors acting pursuant to a resolution adopted by a majority of New PLAYSTUDIOS Board of Directors. A stockholder may not call a special meeting, which may delay the ability of New PLAYSTUDIOS stockholders to force consideration of a proposal or for holders controlling a majority of New PLAYSTUDIOS capital stock to take any action, including the removal of directors.
Advance Requirements for Advance Notification of Stockholder Nominations and Proposals
The Proposed Bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the New PLAYSTUDIOS Board of Directors or a committee thereof. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of New PLAYSTUDIOS.
Election and Removal of Directors
The Proposed Certificate of Incorporation and Proposed Bylaws contain provisions that establish specific procedures for appointing and removing members of the New PLAYSTUDIOS Board of Directors. Under the Proposed Certificate of Incorporation and Proposed Bylaws, vacancies and newly created directorships on New PLAYSTUDIOS Board of Directors may be filled only by a majority of the directors then serving on the New PLAYSTUDIOS Board of Directors. Under the Proposed Certificate of Incorporation and Proposed Bylaws, New PLAYSTUDIOS directors may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the total voting power of all outstanding securities of New PLAYSTUDIOS generally entitled to vote in the election of directors, voting together as a single class.
No Cumulative Voting
The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless the Proposed Certificate of Incorporation provides otherwise. The Proposed Certificate of Incorporation and Proposed Bylaws do not expressly provide for cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on the New PLAYSTUDIOS Board of Directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of
 
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cumulative voting makes it more difficult for a minority stockholder to gain a seat on the New PLAYSTUDIOS Board of Directors to influence New PLAYSTUDIOS Board of Directors’ decision regarding a takeover.
Amendment of Certificate of Incorporation Provisions
Certain amendments to the Proposed Certificate of Incorporation will require the approval of two-thirds of the then outstanding voting power of New PLAYSTUDIOS capital stock.
Lock-Up Restrictions
As discussed above in the section titled “Lock-Up Restrictions,” without the prior written approval of the New PLAYSTUDIOS Board of Directors, holders of a substantial majority of New PLAYSTUDIOS capital stock will not be permitted to transfer their shares until the date that is 12 months after the Closing of the Mergers, subject to certain exceptions as detailed above.
Delaware Anti-Takeover Statute
New PLAYSTUDIOS will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

prior to the date of the transaction, New PLAYSTUDIOS Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

at or subsequent to the date of the transaction, the business combination is approved by New PLAYSTUDIOS Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. The Acies Board of Directors expects the existence of this provision to have an anti-takeover effect with respect to transactions New PLAYSTUDIOS Board of Directors does not approve in advance. The Acies Board of Directors also anticipates that Section 203 may discourage attempts that might result in a premium over the market price for the shares of New PLAYSTUDIOS common stock held by stockholders.
The provisions of Delaware law and the provisions of the Proposed Certificate of Incorporation and Proposed Bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of New PLAYSTUDIOS Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in New PLAYSTUDIOS’ management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.
Exclusive Forum
The Proposed Certificate of Incorporation provides that the sole and exclusive forum for (1) any derivative action or proceeding brought on New PLAYSTUDIOS’ behalf, (2) any action asserting a claim of
 
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breach of a fiduciary duty owed by any of New PLAYSTUDIOS’ directors, officers, or other employees to New PLAYSTUDIOS or its stockholders, (3) any action asserting a claim against New PLAYSTUDIOS or any director or officer of New PLAYSTUDIOS arising pursuant to any provision of the DGCL, (4) any action to interpret, apply, enforce, or determine the validity of the Proposed Certificate of Incorporation or Proposed Bylaws, or (5) any other action asserting a claim that is governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. However, this exclusive forum provision would not apply to suits brought to enforce a duty or liability created by the Securities Act or Exchange Act or any claim for which the federal district courts of the U.S. have exclusive jurisdiction.
In addition, the Proposed Certificate of Incorporation provides that, unless New PLAYSTUDIOS consents in writing to the selection of an alternative forum, the federal district courts of the U.S. will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision.
Any person or entity purchasing or otherwise acquiring any interest in New PLAYSTUDIOS capital stock shall be deemed to have notice of and consented to these provisions and will not be deemed to have waived New PLAYSTUDIOS’ compliance with the federal securities laws and the regulations promulgated thereunder. Although the Acies Board of Directors believes these provisions benefit New PLAYSTUDIOS by providing increased consistency in the application of Delaware law or federal law for the specified types of actions and proceedings, these provisions may have the effect of discouraging lawsuits against New PLAYSTUDIOS or its directors and officers.
Limitations on Liability and Indemnification of Officers and Directors
The Proposed Certificate of Incorporation provides that New PLAYSTUDIOS will indemnify New PLAYSTUDIOS’ directors to the fullest extent authorized or permitted by applicable law. New PLAYSTUDIOS expects to enter into agreements to indemnify New PLAYSTUDIOS’ directors, executive officers and other employees as determined by the New PLAYSTUDIOS Board of Directors. Under the Proposed Bylaws, New PLAYSTUDIOS is required to indemnify each of New PLAYSTUDIOS’ directors and officers if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of New PLAYSTUDIOS or was serving at New PLAYSTUDIOS’ request as a director, officer, employee or agent for another entity. New PLAYSTUDIOS must indemnify New PLAYSTUDIOS’ officers and directors against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such action, suit or proceeding if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of New PLAYSTUDIOS, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. The Proposed Certificate of Incorporation also requires New PLAYSTUDIOS to advance expenses incurred by a director or officer in connection with such action, suit or proceeding to the maximum extent permitted under Delaware law. Any claims for indemnification by New PLAYSTUDIOS’ directors and officers may reduce New PLAYSTUDIOS’ available funds to satisfy successful third-party claims against New PLAYSTUDIOS and may reduce the amount of money available to New PLAYSTUDIOS.
Corporate Opportunities
Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. The Proposed Certificate of Incorporation will, to the extent permitted by Delaware law, renounce any interest or expectancy that New PLAYSTUDIOS has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to a member of the New PLAYSTUDIOS Board of Directors who is not an employee, or any partner, member, director, stockholder, employee or agent of such member. Notwithstanding the foregoing, the Proposed Certificate of Incorporation to be in effect upon the Closing will not renounce any interest in a business opportunity that is expressly offered to a director solely in his or her capacity as a director of New PLAYSTUDIOS.
Transfer Agent
The transfer agent for New PLAYSTUDIOS common stock will be Continental Stock Transfer & Trust Company.
 
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SECURITIES ACT RESTRICTIONS ON RESALE OF NEW PLAYSTUDIOS SECURITIES
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted New PLAYSTUDIOS Class A common stock or New PLAYSTUDIOS warrants for at least six months would be entitled to sell their securities provided that, (i) such person is not deemed to have been an affiliate of New PLAYSTUDIOS at the time of, or at any time during the three months preceding, a sale and (ii) New PLAYSTUDIOS is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as New PLAYSTUDIOS was required to file reports) preceding the sale.
Persons who have beneficially owned restricted New PLAYSTUDIOS Class A common stock or New PLAYSTUDIOS warrants for at least six months but who are affiliates of New PLAYSTUDIOS at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

1% of the total number of New PLAYSTUDIOS Class A common stock then outstanding; or

the average weekly reported trading volume of New PLAYSTUDIOS’ Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by affiliates of New PLAYSTUDIOS under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about New PLAYSTUDIOS.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, the Sponsor will be able to sell their Sponsor Shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after Acies has completed Acies’ initial business combination.
Acies anticipates that following the consummation of the Business Combination, New PLAYSTUDIOS will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.
 
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STOCKHOLDER PROPOSALS AND NOMINATIONS
Stockholder Proposals
The Proposed Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. The Proposed Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in the notice of such meeting (or any supplement or amendment thereto) given by or at the direction of the New PLAYSTUDIOS Board of Directors, (ii) otherwise properly brought before such meeting by or at the direction of New PLAYSTUDIOS Board of Directors, or (iii) otherwise properly brought before such meeting by a stockholder who (a) (1) was a record owner of shares of New PLAYSTUDIOS both at the time of giving the notice and at the time of such meeting, (2) is entitled to vote at such meeting, and (3) has complied with notice procedures specified in the Proposed Bylaws in all applicable respects or (b) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act. To be timely for New PLAYSTUDIOS’ annual meeting of stockholders, New PLAYSTUDIOS’ secretary must receive the written notice at New PLAYSTUDIOS’ principal executive offices:
not earlier than the 120th day; and
not later than the 150th day,
before the one-year anniversary of the preceding year’s annual meeting.
In the event that no annual meeting was held in the previous year or New PLAYSTUDIOS holds its annual meeting of stockholders more than more than 30 days before or more than 70 days after the one-year anniversary of a preceding year’s annual meeting, notice of a stockholder proposal must be not earlier than the 120th day prior to such annual meeting and no later than the later of (i) 70 days prior to the date of such annual meeting or (ii) the 10th day following the day on which public disclosure of the date of such annual meeting was first made.
Accordingly, for New PLAYSTUDIOS’ 2022 annual meeting, assuming the meeting is held on        ,        , notice of a nomination or proposal must be delivered to New PLAYSTUDIOS no later than        ,        , and no earlier than        . Nominations and proposals also must satisfy other requirements set forth in the Proposed Bylaws.
Under Rule 14a-8 of the Exchange Act, a stockholder proposal to be included in the proxy statement and proxy card for the 2021 annual general meeting pursuant to Rule 14a-8, assuming the meeting is held on        , must be received at Acies’ principal office on or before        , and must comply with Rule 14a-8.
Stockholder Director Nominees
The Proposed Bylaws permit stockholders to nominate directors for election at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) of stockholders, subject to the provisions of the Proposed Certificate of Incorporation. To nominate a director, the stockholder must provide the information required by the Proposed Bylaws. In addition, the stockholder must give timely notice to New PLAYSTUDIOS’ secretary in accordance with the Proposed Bylaws, which, in general, require that the notice be received by New PLAYSTUDIOS’ secretary within the time periods described above under “—Stockholder Proposals” for stockholder proposals.
 
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SHAREHOLDER COMMUNICATIONS
Shareholders and interested parties may communicate with the Acies Board of Directors, any committee chairperson or the non-management directors as a group by writing to the board, committee chairperson or non-management directors in care of Acies Acquisition Corp., 1219 Morningside Drive, Suite 110, Manhattan Beach, CA 90266. Following the Business Combination, such communications should be sent in care of PLAYSTUDIOS, Inc., 10150 Covington Cross Drive, Las Vegas, NV 89144. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.
 
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LEGAL MATTERS
Latham & Watkins LLP, Los Angeles, California, has passed upon the validity of the securities of New PLAYSTUDIOS offered by this proxy statement/prospectus and certain other legal matters related to this proxy statement/prospectus.
 
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EXPERTS
The financial statements of Acies Acquisition Corp. as of September 15, 2020 and for the period from August 14, 2020 (inception) through September 15, 2020 appearing in this proxy statement/prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of the company to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of PLAYSTUDIOS, Inc. as of December 31, 2019 and 2018, and for each of the two years in the period ended December 31, 2019, included in this proxy statement/prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
 
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DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, Acies and the services it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of Acies’ annual report to shareholders and Acies’ proxy statement. Upon written or oral request, Acies will deliver a separate copy of the annual report to shareholders or proxy statement to any shareholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Shareholders receiving multiple copies of such documents may likewise request that Acies deliver single copies of such documents in the future. Shareholders receiving multiple copies of such documents may request that Acies deliver single copies of such documents in the future. Shareholders may notify Acies of their requests by calling or writing Acies at its principal executive offices at 1219 Morningside Drive, Suite 110, Manhattan Beach, CA 90266 or (310) 545-9265.
 
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ENFORCEABILITY OF CIVIL LIABILITY
Acies is a Cayman Islands exempted company. If Acies does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon Acies. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against Acies in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, Acies may be served with process in the U.S. with respect to actions against Acies arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of Acies’ securities by serving Acies’ U.S. agent irrevocably appointed for that purpose.
 
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WHERE YOU CAN FIND MORE INFORMATION
Acies has filed a registration statement on Form S-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement. This proxy statement/ prospectus does not contain all of the information included in the registration statement. For further information pertaining to Acies and its securities, you should refer to the registration statement and to its exhibits.
Acies files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Acies at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, Acies’ corporate website under the heading “Documents,” at http:// www.aciesacq.com. Acies’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Whenever reference is made in this proxy statement/prospectus to any of Acies’ or PLAYSTUDIOS’ contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the annexes to the proxy statement/prospectus and the exhibits filed with the registration statement for copies of the actual contract, agreement or other document.
All information contained in this proxy statement/prospectus relating to Acies has been supplied by Acies, and all such information relating to PLAYSTUDIOS has been supplied by PLAYSTUDIOS, respectively. Information provided by one or another does not constitute any representation, estimate or projection of the other.
If you would like additional copies of this proxy statement/prospectus or any document incorporated by reference in this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact via phone or in writing:
Acies Acquisition Corp.
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
(310) 545-9265
You may also obtain these documents by requesting them in writing or by telephone from Acies’ proxy solicitation agent at the following address and telephone number:
Morrow Sodali
Telephone: (800) 662-5200
banks and brokers can call collect at: (203) 658-9400
Email: ACAC.info@investor.morrowsodali.com
If you are a shareholder of Acies and would like to request documents, please do so by                  , 2021 to receive them before the Acies Extraordinary General Meeting. If you request any documents, they will be mailed to you by first class mail, or another equally prompt means.
Neither Acies nor PLAYSTUDIOS has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.
 
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ACIES ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
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
PLAYSTUDIOS, INC.
INDEX TO FINANCIAL STATEMENTS
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
 
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ACIES ACQUISITION CORP.
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2020
(Unaudited)
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
(1)
Included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ACIES ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
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)
(1)
Excluded an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ACIES ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
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
(1)
Included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ACIES ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
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
The accompanying notes are an integral part of the unaudited condensed financial statements.
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2020, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).
The registration statement for the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note 4.
Following the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
On November 9, 2020, the Company consummated the sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000.
Transaction costs amounted to $12,363,821, consisting of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs. In addition, at October 27, 2020, cash of $4,179,381 was held outside of the Trust Account (as defined below) and is available for the payment of offering expenses and for working capital purposes.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully.
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Sponsor Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with respect to its Sponsor Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Sponsor Shares if the Company fails to complete a Business Combination by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its liquidation rights with respect to the Sponsor Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on October 26, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on October 27, 2020, November 2, 2020 and November 12, 2020. The interim results for the period from August 14, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020.
Deferred Offering Costs
Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $12,363,821 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there was $125,048 of deferred offering costs recorded in the accompanying condensed balance sheet.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Loss per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 5). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per share for the period presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 21,525,000 Units, at a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Sponsor Shares
On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Sponsor Shares”). On October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Sponsor Shares are no longer subject to forfeiture and 368,750 Sponsor Shares were forfeited, resulting in an aggregate of 5,381,250 Sponsor Shares issued and outstanding.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative Support Agreement
The Company entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Due to Sponsor
Subsequent to September 30, 2020, the Sponsor advanced $2,621,369 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Warrants in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. Subsequent to the Initial Public Offering, on October 29, 2020, the Company repaid $2,021,369.
Promissory Note—Related Party
On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. As of September 30, 2020, there was $257,694 outstanding under the Promissory Note. The outstanding balance under the Note of $278,631 was repaid subsequent to the closing of the Initial Public Offering on October 29, 2020.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
$1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
NOTE 6. COMMITMENTS
Registration Rights
Pursuant to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Sponsor Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 9, 2020, the underwriter’s partially exercised their over-allotment option to purchase an additional 1,525,000 Units, at a price of $10.00 per Unit, and forfeited the remaining option to purchase additional Units.
The underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7. SHAREHOLDER’S EQUITY
Preferred Shares—The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At September 30, 2020, there were no preferred shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2020, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares—The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding.
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Class A ordinary shares issuable upon conversion of all Sponsor Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and not in part;

at a price of $0.01 per Public Warrant;
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

if, and only if, closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) or any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to
 
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ACIES ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholder and Board of Directors of
Acies Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Acies Acquisition Corp. (the “Company”) as of September 15, 2020, and the related statements of operations, changes in shareholder’s equity and cash flows for the period from August 14, 2020 (inception) through September 15, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 15, 2020, and the results of its operations and its cash flows for the period from August 14, 2020 (inception) through September 15, 2020 in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph—Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company has a working capital deficiency as of September 15, 2020 and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2020.
New York, NY
September 21, 2020, except for the first paragraph of Note 5, the third paragraph of Note 7 and the second paragraph of Note 8 as to which the date is October 20, 2020.
 
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ACIES ACQUISITION CORP.
BALANCE SHEET
SEPTEMBER 15, 2020
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
(1)
Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the financial statements.
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ACIES ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 15, 2020
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)
(1)
Excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the financial statements.
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ACIES ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 15, 2020
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
(1)
Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5).
The accompanying notes are an integral part of the financial statements.
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ACIES ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 14, 2020 (INCEPTION) THROUGH SEPTEMBER 15, 2020
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
The accompanying notes are an integral part of the financial statements.
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NOTE 1.   DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Acies Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 15, 2020, the Company had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through September 15, 2020 relates to the Company’s formation and the proposed initial public offering (the “Proposed Public Offering”). The Company has selected December 31 as its fiscal year end.
The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the Proposed Public Offering of 20,000,000 units at $10.00 per unit (or 23,000,000 units if the underwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in Note 3 and the sale of 4,333,333 warrants (or 4,733,333 warrants if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant that will close in a private placement to Acies Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), simultaneously with the closing of the Proposed Public Offering (see Note 4).
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
 
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The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Sponsor Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with respect to its Sponsor Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Sponsor Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (or 27 months from the closing of the Proposed Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months from the closing of the Proposed Public Offering) (the “Combination Period”) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until the end of the Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its liquidation rights with respect to the Sponsor Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the
 
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Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
At September 15, 2020, the Company had $25,000 in cash and a working capital deficit of $59,596. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
 
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of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 15, 2020.
Deferred Offering Costs
Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For
 
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those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 15, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the U.S. As such, the Company’s tax provision was zero for the period presented.
Net Loss Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 5). At September 15, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3.   PROPOSED PUBLIC OFFERING
Pursuant to the Proposed Public Offering, the Company will offer for sale up to 20,000,000 Units (or 23,000,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
NOTE 4.   PRIVATE PLACEMENT
The Sponsor has agreed to purchase an aggregate of 4,333,333 Private Placement Warrants (or 4,733,333 Private Placement Warrants if the over-allotment option is exercised in full) at a price of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate, or $7,100,000 if the over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, in a private placement that will close simultaneously with the closing of Proposed Public Offering. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Proposed Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5.   RELATED PARTY TRANSACTIONS
Sponsor Shares
On September 15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Sponsor Shares”). On October 20, 2020, the Company canceled 2,875,000 Class B ordinary
 
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shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 8). All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Sponsor Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering).
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Promissory Note—Related Party
On September 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of December 31, 2020 or the completion of the Proposed Public Offering. As of September 15, 2020, the Company had $79,596 outstanding under the Note.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
Administrative Support Agreement
The Company intends to enter into an agreement, commencing on the effective date of the Proposed Public Offering, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
NOTE 6.   COMMITMENTS
Registration Rights
The holders of the Sponsor Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Sponsor Shares) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short
 
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form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriter’s Agreement
The Company will grant the underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Proposed Public Offering price, less the underwriting discounts and commissions.
The underwriter will be entitled to a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7.   SHAREHOLDER’S EQUITY
Preferred Shares—The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At September 15, 2020, there were no preferred shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 15, 2020, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares—The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 15, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 750,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering).
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Sponsor Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Proposed Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
 
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The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and not in part;

at a price of $0.01 per Public Warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

if, and only if, closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) or any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
 
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if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Sponsor Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8.   SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to September 21, 2020, the date that the financial statements were available to be issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On October 20, 2020, the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B ordinary shares outstanding (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share cancellation.
 
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PLAYSTUDIOS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
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
 
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PLAYSTUDIOS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
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
(1)
Amounts exclude depreciation and amortization.
(2)
All share amounts have been retroactively restated to adjust for the two-for-one forward stock split effected on February 27, 2019.
 
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PLAYSTUDIOS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share data)
(Unaudited)
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
(1)
These amounts are presented gross of the effect of income taxes. The total change in foreign currency translation adjustment and the corresponding effect of income taxes are immaterial.
 
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PLAYSTUDIOS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(Unaudited)
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