Annual report pursuant to Section 13 and 15(d)

BUSINESS COMBINATIONS (Tables)

v3.22.4
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Assets Acquired and Liabilities Assumed Recognized at the Acquisition Date The following table summarizes the consideration paid for WonderBlocks and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:
Consideration: August 2,
2022
Cash consideration $ 945 
Note receivable plus accrued interest conversion 1,055 
Contingent consideration 1,564 
Total consideration transferred $ 3,564 
Identifiable assets acquired and liabilities assumed:
Developed technology (weighted-average useful life of 5 years)
 2,403 
Liabilities assumed $ (15)
Total identifiable net assets $ 2,388 
Goodwill $ 1,176 
The following table summarizes the consideration paid for Brainium and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:
Consideration: October 12,
2022
Cash consideration $ 73,457 
Contingent consideration 1,797 
Total consideration transferred $ 75,254 
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents $ 3,738 
Accounts receivable 3,190 
Property and equipment 4,042 
Operating lease assets 4,195 
Trade names (weighted-average useful life of 10 years)
 1,500 
Developed technology (weighted-average useful life of 5 years)
 12,600 
Customer relationships (weighted-average useful life of 5 years)
 12,000 
Other assets 740 
Liabilities assumed (7,649)
Total identifiable net assets $ 34,356 
Goodwill $ 40,898 
Schedule Of Reverse Recapitalization
The aggregate consideration for the Acies Merger 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 
Total consideration for vested options 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 Acies Merger. Since 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 Acies Merger to the Consolidated Statements of Cash Flows for the year ended December 31, 2021:
Cash - Acies Trust and cash (net of redemptions) $ 101,965 
Cash - PIPE 230,000 
Less: Cash consideration (102,020)
Less: Transaction costs, net of proceeds received from exercises of Old PLAYSTUDIOS' warrants (44,775)
Net Acies Merger and PIPE Financing
 $ 185,170