Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATION (Tables)

v3.22.2
BUSINESS COMBINATION (Tables)
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule Of Reverse Recapitalization
The following table summarizes the total number of shares of common stock outstanding immediately following the Closing.
Shares
Acies public stockholders(1)
10,191 
Sponsor(1)(2)
3,724 
PLAYSTUDIOS stockholders (excluding the Founder Group)(3)
70,708 
Founder Group(3)
16,130 
PIPE Investors 25,000 
Common Stock 125,753 
Class A common stock 109,623 
Class B common stock 16,130 
(1)Excludes the shares of Class A common stock underlying the Warrants, as the Warrants are not exercisable until October 27, 2021. Reflects the redemption of 11.3 million Acies Class A ordinary shares.
(2)Includes 0.9 million shares of Class A common stock, held by Acies Acquisition, LLC (the "Sponsor") that are subject to forfeiture if certain earnout conditions are not satisfied, as the shares are issued and outstanding as of the Closing of the Business Combination. The 0.9 million shares do not have voting rights until the Earnout Triggering Event has occurred.
(3)Excludes the shares of Class A and Class B common stock underlying stock options and the Earnout Shares, as they do not represent legally outstanding shares of common stock at Closing.
The aggregate consideration for the Business Combination was approximately $1,041.0 million, payable in the form of the Company's Class A and Class B common stock and cash. The following table summarizes the merger consideration (in thousands, except per share information).
Consideration
Cash consideration $ 102,020 
Shares transferred at closing(1)
86,838 
Value per share $ 10.00 
Share consideration $ 868,380 
Total consideration $ 970,400 
Shares of common stock underlying vested options 7,060 
Value per share $ 10.00 
70,600 
Aggregate consideration $ 1,041,000 
(1)Excludes shares of common stock underlying stock 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 common stock at Closing, they are excluded from the total consideration amount.
The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows for the six months ended June 30, 2021:
Cash - Acies Trust and cash (net of redemptions) $ 101,965 
Cash - PIPE 230,000 
Less: Cash consideration (102,020)
Less: Transaction costs (44,775)
Net Business Combination and PIPE Financing $ 185,170