Business Context and Reporting Period
Acies Acquisition Corp. filed this Form 8-K regarding its June 17, 2021 extraordinary general meeting and the proposed business combination with PLAYSTUDIOS, Inc. The filing states that Acies shareholders approved the merger, domestication, related organizational changes, director slate, equity plans, PIPE issuance, and other transaction proposals. The report is dated June 17, 2021, although the signature page is dated June 21, 2021.
Key Financial and Transaction Metrics
- Shareholder participation: 16,610,150 ordinary shares were represented, equal to 61.73% of shares outstanding and entitled to vote.
- Redemptions: Holders redeemed 11,333,489 Class A ordinary shares for approximately $10.00 per share, totaling $113,358,050.90.
- PIPE financing: Shareholders approved the issuance of 25,000,000 New PLAYSTUDIOS Class A common shares to PIPE investors for aggregate consideration of $250 million.
- Business combination proposal: Approved by 16,093,891 votes for, 513,645 against, and 2,614 abstentions.
- Domestication proposal: Approved by 16,094,091 votes for, 512,935 against, and 3,124 abstentions.
- Capital structure: The approved organizational documents authorize 2.0 billion Class A common shares, 25 million Class B common shares, and 100 million preferred shares, each with a $0.0001 par value.
- Financial statements and operating metrics: This filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures for PLAYSTUDIOS or Acies.
Material Changes Versus the Prior Comparable Period
- Shareholders approved the transaction that would convert Acies from a Cayman Islands blank-check company into a Delaware corporation named PLAYSTUDIOS, Inc.
- The transaction received approval to issue shares to PLAYSTUDIOS stockholders, warrant holders, vested option holders, and PIPE investors.
- Acies expects the transaction to close on or about June 21, 2021, subject to customary closing conditions.
- Following closing, the Class A common stock and warrants were expected to trade on Nasdaq under the symbols MYPS and MYPSW, respectively, beginning on or about June 22, 2021.
- The approved governance changes include annual election of all directors, authorization for the board to issue preferred stock, a new corporate name, and removal of provisions applicable to a blank-check company.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Closing remained subject to customary conditions; the filing does not state that closing had occurred as of the meeting date.
- The expected post-closing trading dates were expressly subject to closing and occurring as soon as practicable thereafter.
- The substantial redemptions reduced the number of outstanding public Class A shares and represent a significant transaction-related cash outflow.
- The filing provides no operating guidance or forecast for PLAYSTUDIOS and does not quantify post-transaction cash, debt, liquidity, or pro forma ownership.
- Shareholders approved the 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan; the filing incorporates their detailed terms by reference to the definitive proxy statement.
Important Facts for Investors to Verify
- Confirm completion of the merger and domestication and the effective date of the name change to PLAYSTUDIOS, Inc.
- Verify the final amount of cash remaining after the $113.4 million redemption and the $250 million PIPE financing.
- Review the final share count, dilution from the merger consideration, PIPE shares, warrants, options, and equity plans.
- Confirm commencement of Nasdaq trading under MYPS and MYPSW and any changes to listing status.
- Review subsequent filings for PLAYSTUDIOS’ historical financial statements, operating performance, liquidity, debt, and management guidance.