PLAYSTUDIOS Completes Asset Acquisition/Disposition

TL;DR

PLAYSTUDIOS just closed a deal on assets, formerly Acies Acquisition Corp.

AI Summary

On July 1, 2024, PLAYSTUDIOS, Inc. reported the completion of an acquisition or disposition of assets. The company, formerly known as Acies Acquisition Corp., is headquartered at 10150 Covington Cross Drive, Las Vegas, Nevada.

Why It Matters

This filing indicates a significant corporate event for PLAYSTUDIOS, Inc., potentially impacting its business structure and future operations.

Risk Assessment

Risk Level: medium — The nature of the acquisition or disposition is not detailed, which could carry inherent risks depending on the specifics.

Key Players & Entities

• PLAYSTUDIOS, Inc. (company) — Registrant
• Acies Acquisition Corp. (company) — Former Company Name
• 10150 Covington Cross Drive, Las Vegas, Nevada (location) — Principal Executive Offices
• July 1, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $11.50 — A common stock at an exercise price of $11.50 per share MYPSW Nasdaq Stock Market LLC
• $3.5 million — purchase price for the transaction was $3.5 million paid at closing (of which $100,000 was
• $100,000 — $3.5 million paid at closing (of which $100,000 was withheld to cover potential future
• $1.0 million — ication claims), a potential additional $1.0 million payable on launch of the Game (as defin
• $2.7 m — Pixode Acquisition to be approximately $2.7 million, based on the likelihood that the

Filing Documents

• myps-20240701.htm (8-K) — 40KB
• myps-20240708xexhibit101.htm (EX-10.1) — 46KB
• myps-20240708xexhibit102.htm (EX-10.2) — 385KB
• 0001823878-24-000028.txt ( ) — 712KB
• myps-20240701.xsd (EX-101.SCH) — 2KB
• myps-20240701_def.xml (EX-101.DEF) — 16KB
• myps-20240701_lab.xml (EX-101.LAB) — 28KB
• myps-20240701_pre.xml (EX-101.PRE) — 17KB
• myps-20240701_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On July 1, 2024, PLAYSTUDIOS US, LLC, a Delaware limited liability company ("PLAYSTUDIOS US") and a wholly-owned subsidiary of PLAYSTUDIOS, Inc. (the "Company"), PLAYSTUDIOS International Israel Ltd., a corporation organized under the laws of the State of Israel ("PLAYSTUDIOS Israel") and a wholly-owned subsidiary of PLAYSTUDIOS US, Pixode Games Limited ("Pixode"), and the other parties party thereto entered into that certain Asset Purchase Agreement dated as of July 1, 2024 (the "Pixode Purchase Agreement"), pursuant to which the Company and PLAYSTUDIOS Israel acquired substantially all of the assets of Pixode (the "Pixode Acquisition"). The Pixode Acquisition closed on July 1, 2024. The purchase price for the transaction was $3.5 million paid at closing (of which $100,000 was withheld to cover potential future indemnification claims), a potential additional $1.0 million payable on launch of the Game (as defined in the Pixode Purchase Agreement) within a certain time period and upon certain conditions as set forth therein, and potential additional contingent consideration based on the performance of the Game over the three-year period following launch of the Game, subject to the satisfaction of certain financial performance hurdles and various other terms and conditions as set forth therein. The Company estimated the acquisition-date fair value of the contingent consideration payable in connection with the Pixode Acquisition to be approximately $2.7 million, based on the likelihood that the financial and performance targets set forth in the Pixode Purchase Agreement will be achieved. A portion of the contingent consideration may be paid in shares of Class A common stock of the Company, as determined by the Company in its sole discretion and subject to the terms and conditions set forth in the Pixode Purchase Agreement. The parties made customary representations and warranties, and agre

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets As described in Item 1.01 of this Current Report on Form 8-K, on July 1, 2024, PLAYSTUDIOS US and PLAYSTUDIOS Israel acquired substantially all of the assets of Pixode pursuant to the Pixode Purchase Agreement. The information set forth under the heading "Asset Purchase Agreement" in Item 1.01 is incorporated into this Item 2.01 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The financial statements required by Item 9.01(a) of Form 8-K, if any, will be filed by amendment no later than 71 calendar days after the last date on which this Current Report on Form 8-K was required to be filed. (b) Pro Forma Financial Information The pro forma financial information required by Item 9.01(b) of Form 8-K, if any, will be filed by amendment no later than 71 calendar days after the last date on which this Current Report on Form 8-K was required to be filed. (c) Shell Company Transactions Not applicable. (d) Exhibits Exhibit Number Description 10.1 * Asset Purchase Agreement, dated as of July 1, 202 4 , among the PLA YSTUDIOS US, LLC, PLAYSTUDIOS International Israel Ltd. , Pixode Games Limited , and the other parties party thereto . 10.2 Amendment No. 5 to Credit Agreement, dated as of July 1, 2024, among PLAYSTUDIOS, Inc., PLAYSTUDIOS US, LLC, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) * Filed herewith. Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 8, 2024 PLAYSTUDIOS, Inc. By: /s/ Scott Peterson Name: Scott Peterson Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR