Business Context and Reporting Period
This Form 8-K was filed by Acies Acquisition Corp., not PLAYSTUDIOS, Inc. It reports events occurring primarily on October 22, 2020, including the pricing of the initial public offering, with the IPO closing reported on October 27, 2020. Acies was a special purpose acquisition company formed to pursue an initial business combination.
Key Financial and Capitalization Metrics
| Item | Reported amount or terms |
|---|---|
| IPO units sold | 20,000,000 units |
| IPO price | $10.00 per unit |
| Gross IPO proceeds | $200.0 million |
| Public warrants | One-third warrant per unit; each whole warrant exercisable at $11.50 per share |
| Private placement warrants | 4,333,333 warrants sold to the sponsor at $1.50 each |
| Private placement proceeds | $6.5 million |
| Trust account funding | $200.0 million from the IPO and private placement was placed in a U.S.-based trust account |
| Revenue, profit and cash flow | The filing does not provide operating revenue, profit, cash flow, margin or debt figures. |
Material Changes Versus the Prior Comparable Period
- The company completed its initial public offering and raised $200.0 million in gross proceeds.
- The sponsor completed a $6.5 million private placement of warrants.
- Proceeds were placed in a trust account and are generally restricted pending an initial business combination or specified shareholder redemptions.
- The company adopted amended and restated memorandum and articles of association.
- Four independent directors—Zach Leonsis, Brisa Trinchero, Andrew Zobler and Sam Kennedy—were appointed to the board and its committees.
Guidance, Outlook, Risks and Unusual Items
- The company had not yet completed an initial business combination as of the reported events.
- The trust account proceeds generally cannot be released to the company until an initial business combination is completed, subject to permitted tax-related interest withdrawals.
- If no business combination is completed within 24 months after the IPO closing, or 27 months if the specified qualifying transaction milestones are met, the public shares are subject to redemption under the governing documents.
- The underwriters received a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments.
- The private placement warrants were issued in an unregistered transaction under Section 4(a)(2) of the Securities Act and carried terms generally identical to the public warrants, subject to the registration statement disclosures.
- The filing provides no operating guidance, forecast, revenue outlook or management commentary regarding PLAYSTUDIOS’ business.
Important Facts for Investors to Verify
- Confirm the issuer identity: the supplied filing is for Acies Acquisition Corp., whereas the request identifies PLAYSTUDIOS, Inc.
- Verify the final number of units sold and whether the underwriters exercised any portion of the over-allotment option.
- Review the amended and restated governing documents for redemption rights, liquidation provisions and business-combination deadlines.
- Review the warrant agreement for exercise, redemption, transfer and adjustment provisions.
- Verify the intended target, transaction terms and timing of any subsequent business combination; this filing does not identify one.