General
We are an early-stage blank check company incorporated
as a Cayman Islands corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar Business Combination with one or more businesses, which we refer to throughout this Report as our initial Business Combination.
Initial Public Offering
On October 27, 2020, we consummated our Initial
Public Offering of 20,000,000 Units. Each Unit consists of one Class A Ordinary Share of the Company and one-third of one redeemable
warrant of the Company (“warrant”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. In
connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,000,000 Units to
cover over-allotments, if any. On November 5, 2020, the underwriters exercised their over-allotment option in part and, on November 9,
2020, the underwriters purchased an additional 1,525,000 Units (“Over-Allotment Units”) at an offering price of $10.00 per
Unit, generating gross proceeds to the Company of $15,250,000.
Simultaneously with the closing of the Initial
Public Offering, we completed the private sale of an aggregate of 4,333,333 Private Placement Warrants to our Sponsor at a purchase price
of $1.50 per Private Placement Warrant, generating gross proceeds of $6,500,000. In connection with the closing of the purchase of the
Over-Allotment Units, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor at a price of $1.50 per warrant,
generating an additional $305,000 of gross proceeds.
A total of $215,250,000 from the Initial Public
Offering (including the Over-Allotment Units) and sale of the Private Placement Warrants were deposited in the Trust Account.
The 5,750,000 Class B Ordinary Shares held by
the Sponsor (prior to the exercise of the over-allotment option) included 750,000 shares subject to forfeiture to the extent that the
underwriters’ over-allotment option was not exercised in full, so that the initial shareholders of the Company would collectively
own 20.0% of the issued and outstanding Ordinary Shares of the Company after the Initial Public Offering. Since the underwriters did not
exercise the over-allotment option in full, the Sponsor forfeited 368,750 Class B Ordinary Shares, which were canceled by the Company.
As a result of such forfeiture, there are currently 5,381,250 Class B Ordinary Shares issued and outstanding.
Since our Initial Public Offering, we have focused
on identifying a Business Combination target within the live, location-based and mobile experiential entertainment industries. It is
the job of our Sponsor and management team to complete our initial Business Combination. Our management team is led by Edward King, our
Co-Chief Executive Officer, Daniel Fetters, our Co-Chief Executive Officer, and James Murren, our Chairman, who have many years of experience
investing in ventures and building companies with operations. We must complete our initial Business Combination by the Completion Window.
If our initial Business Combination is not consummated by the Completion Window, then our existence will terminate, and we will distribute
all amounts in the Trust Account.
Initial Business Combination - PlayStudios
The Mergers
On February 1, 2021, we entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Catalyst Merger Sub I, Inc., a Delaware corporation and a direct wholly owned
subsidiary of ours (“First Merger Sub”), Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly
owned subsidiary of ours (“Second Merger Sub”), and PlayStudios, Inc., a Delaware corporation (“PlayStudios”).
The Merger Agreement provides that, subject to the approval of Acies’ shareholders and upon the terms and subject to the conditions
thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement,
the “Business Combination”):
(i) at the closing of the transactions
contemplated by the Merger Agreement (the “Closing”) (x) in accordance with the Delaware General Corporation Law, as amended
(the “DGCL”), First Merger Sub will merge with and into PlayStudios and PlayStudios will be the surviving corporation and
a wholly owned subsidiary of Acies (the “First Merger”) and (y) immediately following the First Merger, and as part of an
integrated transaction with the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the
surviving entity of the Second Merger and a wholly owned subsidiary of Acies (the “Second Merger” and, together with the First
Merger, the “Mergers”);
(ii) as a result of the Mergers,
among other things, each outstanding share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred
stock of PlayStudios (“PlayStudios Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the
“Effective Time”) will be cancelled in exchange for the right to receive the following:
(a) if the holder
of such share makes an election to receive cash (“Cash Electing Share”), an amount of cash, without interest, equal to the
quotient of $1,041,000,000 divided by the sum of, as of immediately prior to the Effective Time, (x) the number of issued and outstanding
shares of PlayStudios Common Stock (including, without duplication, the number of issued and outstanding shares of PlayStudios Preferred
Stock on an as-converted basis); (y) the number of shares of PlayStudios Common Stock issued or issuable upon the exercise of all outstanding,
vested and unexercised options to purchase shares of PlayStudios Common Stock; and (z) the shares of PlayStudios Common Stock underlying
any issued and outstanding warrants of PlayStudios, in the case of (y) and (z) as determined on a net exercise basis (the “Per Share
Merger Consideration Value”); provided, however, that (1) the aggregate amount of Cash Electing Shares
available to each holder shall not exceed 15% of the shares of PlayStudios capital stock held by such holder; and (2) if the sum
of the aggregate number of Dissenting Shares (as defined in the Merger Agreement) and the aggregate number of Cash Electing Shares multiplied
by (y) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”), exceeds the Available
Cash Consideration (as defined in the Merger Agreement, such Available Cash Consideration not to exceed $150,000,000), then each Cash
Electing Share shall be converted into the right to receive (A) an amount in cash, without interest, equal to the product of (1) the
Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Available Cash Consideration and the
denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) an amount of
the stock consideration described in clause (b), below, multiplied by one minus the Cash Fraction;
(b) if the holder
of such share does not make a cash election, a number of validly issued, fully paid and nonassessable shares of New PlayStudios Class
A Common Stock (as defined below) equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00,
except that if any such shares are owned by Andrew S. Pascal (the “Founder”), or any member of the Pascal Family Trust and
their respective affiliates (collectively, the “Founder Group”), such share will instead receive a number of validly issued,
fully paid and nonassessable shares of New PlayStudios Class B Common Stock par value $0.0001 per share (the “New PlayStudios Class
B Common Stock”), equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B) $10.00. The shares
of New PlayStudios Class B Common Stock will have the same economic terms as the shares of New PlayStudios Class A Common Stock, but the
shares of New PlayStudios Class A Common Stock will be entitled to one vote per share, and the shares of New PlayStudios Class B Common
Stock will be entitled to 20 votes per share. Any shares of New PlayStudios Class B Common Stock that are transferred outside the Founder
Group (except for certain permitted transfers) will automatically convert into shares of New PlayStudios Class A Common Stock. In addition,
the outstanding shares of New PlayStudios Class B Common Stock will be subject to a “sunset” provision by which all outstanding
shares of New PlayStudios Class B Common Stock will automatically convert into shares of New PlayStudios Class A Common Stock (i) if holders
representing a majority of the New PlayStudios Class B Common Stock vote to convert the New PlayStudios Class B Common Stock into New
PlayStudios Class A Common Stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least
20% of the number of shares of New PlayStudios Class B Common Stock collectively held by the Founder Group as of the Effective Time, or
(iii) on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent
directors;
(iii) as a result of the Mergers, each
outstanding share of PlayStudios Common Stock and PlayStudios Preferred Stock issued and outstanding immediately prior to the Effective
Time as well as any outstanding unexercised vested options to purchase shares of PlayStudios Common Stock will also receive the contingent
right to receive the applicable Earnout Pro Rata Portion (as defined in the Merger Agreement) of an aggregate of 15,000,000 additional
shares of New PlayStudios Class A Common Stock (the “Earnout Shares”), which right shall be contingent upon certain price
milestones that are more fully set out in the Merger Agreement (the consideration described in the foregoing clauses (ii) and (iii), collectively,
the “Merger Consideration”); and
(iv) as a result of the Mergers, each
outstanding and unexercised option to purchase PlayStudios Common Stock, whether or not vested or exercisable, will be converted into
an option to purchase a share of New PlayStudios Class A Common Stock, except for any such option that is held by any member of the Founder
Group, which will be converted into an option to purchase a share of New PlayStudios Class B Common Stock.
The Board of Directors of Acies (the “Board”)
has (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby
and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Acies.
The Domestication
Prior to the Closing, subject to the
approval of Acies’ shareholders, and in accordance with the DGCL, Cayman Islands Companies Law (2021 Revision) (the
“CICL”) and Acies’ Amended and Restated Memorandum and Articles of Association (as may be amended from time
to time, the “Cayman Constitutional Documents”), Acies will effect a deregistration under the CICL and a domestication
under Section 388 of the DGCL (by means of filing a certificate of domestication (the “Certificate of Domestication”)
with the Secretary of State of Delaware), pursuant to which Acies’ jurisdiction of incorporation will be changed from the
Cayman Islands to the State of Delaware (the “Domestication”).
In connection with the Domestication, (i) each
of the then issued and outstanding Acies Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class
A Common Stock, par value $0.0001 per share of New PlayStudios (after its Domestication) (the “New PlayStudios Class A Common Stock”,
and together with the New PlayStudios Class B Common Stock, the “New PlayStudios Common Stock”), (ii) each of the then issued
and outstanding Acies Class B Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New PlayStudios Class
A Common Stock, after giving effect to the forfeiture of certain Acies Class B Ordinary Shares held by the Sponsor pursuant to that certain
Sponsor agreement by and among PlayStudios, Acies and the Sponsor (the “Sponsor Support Agreement”), (iii) each then issued
and outstanding warrant of Acies will convert automatically, on a one-for-one basis, into a warrant to acquire one share of New PlayStudios
Class A Common Stock (“New PlayStudios Warrant”), on substantially the same terms and conditions as specified in the Warrant
Agreement, dated October 22, 2020, between Acies and Continental Stock Transfer & Trust Company, as warrant agent, after giving effect
to the forfeiture of certain warrants of Acies held by the Sponsor pursuant to the Sponsor Agreement.
Conditions to Closing
The Merger Agreement is subject to the satisfaction
or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements
and transactions by the respective shareholders of Acies and PlayStudios, (ii) effectiveness of the proxy statement / prospectus on Form
S-4 filed by Acies in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, (iv) receipt of approval for listing on Nasdaq of the shares of New PlayStudios Common Stock to be
issued in connection with the Mergers, (v) that Acies shall not have redeemed Acies Class A Ordinary Shares that would cause Acies to
have less than $5,000,001 of net tangible assets upon Closing, and (vi) the absence of any injunctions or statute, rule or regulation
prohibiting the transactions.
Other conditions to PlayStudios’ obligations
to consummate the Mergers include, among others, that as of the Closing, the amount of cash available in (x) the Trust Account, after
deducting the amount required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their
Acies Class A Ordinary Shares pursuant to the Cayman Constitutional Documents (but prior to payment of (A) any deferred underwriting commissions
being held in the Trust Account and (B) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment (as defined
below), is at least $200,000,000 minus qualified expenses related to the cost of filing fees and seeking governmental approval of the
Mergers.
Covenants
The Merger Agreement contains additional covenants,
including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing,
(ii) PlayStudios to prepare certain audited and unaudited consolidated financial statements of PlayStudios for inclusion in the proxy
statement / prospectus on Form S-4 related to the Business Combination, (iii) Acies and PlayStudios to prepare and Acies file a proxy
statement / prospectus on Form S-4 and take certain other actions to obtain the requisite approval of Acies shareholders of certain proposals
regarding the Business Combination (including the Domestication), and (iv) the parties to use reasonable best efforts to obtain necessary
approvals from governmental agencies.
Representations and
Warranties
The Merger Agreement contains customary representations
and warranties by Acies, First Merger Sub, Second Merger Sub and PlayStudios. The representations and warranties of the respective parties
to the Merger Agreement generally will not survive the Closing.
Termination
The Merger Agreement may be terminated at any
time prior to the Closing (i) by mutual written agreement of Acies and PlayStudios, (ii) by PlayStudios or Acies, if (a) Closing has not
occurred on or before August 15, 2021, subject to requirements set forth in the Merger Agreement, (b) any Governmental Order (as defined
in the Merger Agreement) shall have issued making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation
of the Mergers or (c) Acies shareholder approval is not obtained at an extraordinary general meeting of Acies shareholders, (iii) by Acies,
if (a) the Company Support Agreements (as defined below) are not delivered to Acies within twenty-four (24) hours after the date of the
Merger Agreement, (b) any breach of any representation, warranty, covenant or agreement on the part of PlayStudios set forth in the Merger
Agreement, subject to the conditions and certain exceptions contained therein, or (c) PlayStudios stockholder approval of the Mergers
is not obtained within forty-eight (48) hours of the time the Registration Statement becomes effective), or (iv) by PlayStudios, upon
any breach of any representation, warranty, covenant or agreement on the part of Acies set forth in the Merger Agreement, subject to the
conditions and certain exceptions contained therein.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which
is incorporated herein by reference from Exhibit 2.1 hereto.
The Merger Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about Acies or its affiliates.
The representations, warranties, covenants and agreements contained therein were made only for purposes and as of the specific dates set
forth therein, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors are not third-party beneficiaries thereunder and should not rely on the representations,
warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the
parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Acies’
public disclosures.
Subscription Agreements
On February 1, 2021, Acies entered into subscription
agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant
to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 25,000,000 shares of
New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the “PIPE Investment”). The PIPE
Investment will be consummated substantially concurrently with the closing of the transactions contemplated by the Merger Agreement, subject
to the terms and conditions contemplated by the Subscription Agreements.
The Subscription Agreements for the PIPE Investors
provide for certain registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than
30 calendar days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares.
Additionally, New PlayStudios will be required to use its commercially reasonable efforts to have the registration statement declared
effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the
filing date thereof, (ii) the 90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review”
the registration statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that
the registration statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable
best efforts to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the
registration statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such
subscriber may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration
statement.
The Subscription Agreements will terminate with
no further force and effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance
with its terms; (b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions
to closing set forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions
contemplated by the Subscription Agreement fail to occur; and (d) August 16, 2021, if the Closing has not occurred by such date.
The foregoing description of the Subscription
Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement,
a copy of which is incorporated herein by reference from Exhibit 10.9 hereto.
Sponsor Support Agreement
On February 1, 2021, Acies entered into a Sponsor
Support Agreement, pursuant to which the Sponsor and each director of Acies agreed, among other things, (i) to vote in favor of the Merger
Agreement and the transactions contemplated thereby, (ii) that 900,000 Acies Class B Ordinary Shares held by the Sponsor shall become
unvested and subject to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied,
(iii) to forfeit, for no consideration, 850,000 Acies Class B Ordinary Shares held by the Sponsor and 715,000 Acies Private Placement
Warrants (as defined in the Sponsor Support Agreement), (iv) to forfeit additional Acies Class B Ordinary Shares conditioned on certain
redemptions of Acies Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any
Acies Class B Ordinary Shares or Acies Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date
that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities
equal to the lesser of (A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor
Lockup Securities held by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case,
subject to the terms and conditions contemplated by the Sponsor Support Agreement.
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement,
a copy of which is incorporated herein by reference from Exhibit 10.10 hereto.
Company Support Agreements
On February 2, 2021, Acies also entered into Voting
and Support Agreements (the “Company Support Agreements”), by and among Acies, PlayStudios and certain stockholders of PlayStudios
(the “Key Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours
following the SEC declaring effective the proxy statement/prospectus relating to the approval by Acies shareholders of the Business Combination,
to execute and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred
Stock held by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The
shares of PlayStudios Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support
Agreements represent (i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii)
a majority of the outstanding voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting
together as a single class.
The foregoing description of the Company Support
Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support
Agreement, a copy of which is incorporated herein by reference from Exhibit 10.11 hereto.
Transfer Restrictions
and Registration Rights
The Merger Agreement contemplates that, at the
Closing, New PlayStudios, the Sponsor and certain of PlayStudios’ stockholders and certain of their respective affiliates will enter
into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New PlayStudios
will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New PlayStudios Common Stock and other
equity securities of New PlayStudios that are held by the parties thereto from time to time. Additionally, the Bylaws of New PlayStudios
(the “Bylaws”) contain certain restrictions on transfer with respect to the shares of New PlayStudios Common Stock received
as Merger Consideration immediately following Closing (the “PlayStudios Lockup Securities”). Such restrictions begin at Closing
and end at the date that is 12 months after the Closing, except that on the date that is 180 days after the Closing, an amount of PlayStudios
Lockup Securities equal to the lesser of (A) 5% of the PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities
and (B) 50,000 PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities, will no longer be subject to the transfer
restrictions.
The Subscription Agreements, the Sponsor Support
Agreement and the Company Support Agreements have been included to provide investors with information regarding its terms. They are not
intended to provide any other factual information about Acies or its affiliates. The representations, warranties, covenants and agreements
contained in the Subscription Agreements, the Sponsor Support Agreement, the Company Support Agreements and the other documents related
thereto were made only for purposes and as of the specific dates set forth therein, were solely for the benefit of the parties to the
Subscription Agreements, the Sponsor Support Agreement and the Company Support Agreements, may be subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
the parties to the Subscription Agreements, the Sponsor Support Agreement or Company Support Agreements instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries under the Subscription Agreements, the Sponsor Support Agreement or the Company
Support Agreements and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations
of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of representations and warranties may change after the date of the Subscription Agreements, the Sponsor
Support Agreements or the Company Support Agreements, as applicable, which subsequent information may or may not be fully reflected in
Acies’ public disclosures.
For additional information regarding the Business
Combination, see the Registration Statement filed on Form S-4 dated February 16, 2021.
Initial Business Combination - Other
In the event Acies does not
consummate its initial Business Combination with PlayStudios, it will continue to search for an appropriate target up until the Completion
Window. Specific sectors that we may target span live events, family entertainment, casino gaming, destination hospitality, sports, sports
betting and iGaming, and social and casual mobile games. We are pursuing both consumer-facing operators as well as the business-to-business
platforms that support them. We are predominantly focused on the U.S.; however our search may expand to international markets.
Experiential entertainment, consumed through live,
location-based venues or played across mobile platforms, has become a prime pursuit of American consumers. Companies able to create unique
or memorable experiences that foster communal connections through shared values have captured an increasing share of consumers’
entertainment time and budgets. In turn, the industry has become one of the most important drivers of the U.S. economy, led to the dynamic
creation of new concepts, companies, and distribution channels, and attracted significant private growth capital. According to the Bureau
of Economic Analysis, it is estimated that in excess of $1 trillion was spent on entertainment in the United States in 2019, approximately
4.5x that which was spent in 1990. Consumers’ entertainment expenditures grew almost 25% faster during this period than U.S. GDP,
as consumers dedicated an increasing portion of their expenditures to entertainment. Our expertise strongly positions us to capitalize
on what we believe to be newly created and actionable acquisition opportunities across this ecosystem.
Live, Location-Based Entertainment. Live,
location-based entertainment venues and companies have experienced significant stress due to the COVID-19 pandemic resulting in meaningful
dislocations in companies’ operating performance, leverage and credit profiles, and valuations, leading in multiple situations to
the need for incremental equity capital. Notwithstanding, live entertainment has historically demonstrated an ability to revive rapidly
from an exogenous, temporary shock as consumers revert to past behavioral patterns and satisfy pent-up demand for out-of-home experiences.
As such, a near-term opportunity exists to recapitalize and partner alongside what we believe are highly attractive, highly durable long-term
business models.
Mobile Entertainment Platforms. In
stark contrast, mobile gaming and real money wagering companies, comprised of sports betting and online gaming companies (both consumer-facing
operators as well as the business-to-business platforms that support them) are experiencing rapid growth driven by strong consumer demand,
popularity of mobile as a platform and a conducive regulatory backdrop. In context, the mobile gaming market is projected to grow 12%
annually from 2019 to 2022 according to NewZoo’s 2019 Global Games Market Report. According to Eilers & Krejcik, the emerging
U.S. real-money wagering industry is expected to become a $40 billion industry — assuming legalization in all 50
states — from essentially zero three years ago. This growth and technological evolution has created a ready need
for public equity capital to fund organic growth initiatives and strategically sound, platform-building M&A. The Acies team is well
positioned to partner with a management team to develop, analyze and execute on this next wave of growth and consolidation.
Acies is well positioned to identify and complete
an acquisition within these industries. The principals of Acies provide (i) extensive direct industry domain expertise as leaders,
operators, creators and advisors, (ii) an expansive network of durable industry relationships, (iii) vast, best-in-class experience
executing large scale M&A transactions, (iv) entrepreneurial vision to identify market leading companies, and (v) a track
record of creating value for shareholders.
Our Founders and Senior Executives
Our Founders and management team are industry
leaders with highly complementary backgrounds. With an average of over 20 years of individual experience, our Founders and management
team have a diverse set of skills that include operating and leading public companies, founding and growing private companies, and structuring
and negotiating complex corporate transactions. The Founders and management team are complemented by four independent directors with direct
experiential entertainment expertise and extensive industry relationships. We have undertaken a rigorous investment process centered on
identifying a target platform opportunity to which the team can add value through operational enhancements, capital structure optimization,
and future acquisitions. We were founded in 2020 by James Murren, former Chairman and CEO of MGM Resorts International (“MGM”);
Edward King, former Managing Director and Global Head of Gaming at Morgan Stanley; Dan Fetters, former Managing Director and Head of Western
Region Mergers and Acquisitions at Morgan Stanley; and Andrew Pascal, Founder and CEO of PlayStudios.
Mr. Murren, our Chairman, is a highly respected
and well known executive and operator, having served at MGM for over 22 years, as Chairman of the Board, CEO and, prior, as CFO. Under
Mr. Murren’s leadership, MGM executed a number of transactions that redefined the company as a global leader in gaming, hospitality
and entertainment and created significant value for MGM’s shareholders. During Mr. Murren’s time as CFO, he executed multiple
M&A transactions including acquisitions of Mirage Resorts and Mandalay Resort Group, and during his illustrious 12 year tenure as
Chairman and CEO, he secured new gaming licenses, spearheaded MGM’s expansion into new markets both domestically and internationally,
developed iconic casinos, destination resorts and sports arenas, and helped bring the NHL’s Golden Knights and the WNBA’s
Las Vegas Aces to Las Vegas. In partnership with GVC Holdings, Mr. Murren also helped establish ROAR Digital, the U.S. sports betting
and online gambling company operating as BetMGM. Throughout his career, Mr. Murren has focused on capitalizing on the growing demand
for consumer entertainment, and formed several leading, public market companies in the process. During his tenure as CEO, he helped grow
MGM’s enterprise value by almost $20 billion, and annual revenue by over $5 billion, led the listing of MGM China Holdings Ltd.
and the IPO of MGM Growth Properties LLC, and executed other marquee transactions with a dedication towards delivering shareholder value.
He also serves as a member of the Board of Trustees for Howard University. Previously, he served as Chairman of the American Gaming Association,
was on the Board of Trustees of the Brookings Institution, was on the National Infrastructure Advisory Council, and served as a member
of the Business Roundtable, an association of CEOs of leading U.S. companies.
Our Management Team
Acies Acquisition Corp.’s management team
comprises James Murren, former Chairman and CEO of MGM Resorts International; Edward King, former Managing Director and Global Head of
Gaming at Morgan Stanley; Dan Fetters, former Managing Director and Head of Western Region M&A at Morgan Stanley; and Chris Grove,
partner at Eilers & Krejcik Gaming. We believe our management team is well-positioned to identify and evaluate targets across the
experiential entertainment ecosystem given its extensive experience operating and growing businesses and broad network of relationships. Acies
Acquisition Corp. is led by Co-CEOs Edward King and Dan Fetters.
Edward King has over 24 years of investment
banking experience, the past 20 years of which were at Morgan Stanley where, since January 2010, he served as Managing Director and
Global Head of Gaming Investment Banking. In this capacity Mr. King provided strategic and financial advice to clients on
M&A and helped clients raise debt and equity capital in the public and private markets. Industries under his coverage
responsibility included resorts, casinos, gaming REITs, other entertainment-focused REITs, online sports-wagering and iGaming B2C
operators and B2B service providers, lottery operators, gaming-floor technology companies and casino-genre social & casual
games developers. As Global Head of Gaming Investment Banking at Morgan Stanley, Mr. King executed transactions across the
U.S., Europe, Asia, and the Americas. He was also a Board Member of the American Gaming Association and has been a speaker at G2E,
G2E Asia, International Association of Gaming Regulators, International Masters of Gaming Law, and International
Association of Gaming Advisors conferences. Mr. King holds M.Phil, MA and BA degrees in economics from Cambridge University,
England.
Dan Fetters has over 20 years of experience at
Morgan Stanley leading complex strategic transactions around the globe including cross-border mergers in North America, Europe and Asia.
His diverse experience includes advising domestic and international companies and Boards of Directors on a broad range of public and private
M&A transactions. Over the course of his career, Mr. Fetters also has represented numerous companies in public and private equity
and debt offerings and has extensive experience in a variety of industries, including gaming, real estate, sports, media, entertainment,
consumer, retail, industrial, and telecommunications. Prior to co-founding Acies Acquisition Corp. II, Mr. Fetters served as a Managing
Director in Morgan Stanley’s Mergers and Acquisition Group and as the Head of Western Region M&A. Before moving to Los Angeles
and ultimately leading Morgan Stanley’s Western Region M&A Group, Mr. Fetters spent five years with the organization in
New York focused on the Media & Communications sectors in both a financing and M&A capacity. Mr. Fetters received a
B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley.
Chris Grove serves as our Executive Vice President
of Acquisitions. Mr. Grove is a nationally recognized subject matter expert on the U.S. sports betting and online gambling sectors.
Mr. Grove is a partner at Eilers & Krejcik Gaming, where his insights and research are regularly relied upon by analysts,
media outlets, publicly-traded companies, and policymakers. His work has been cited by outlets including Bloomberg, ESPN, Forbes, the
New York Times, the Washington Post, and the Wall Street Journal and he has testified before policymakers in multiple states including
California, Illinois, New York, Nevada, and Washington State. Mr. Grove also co-founded and operated a leading affiliate marketing
network in the regulated U.S. gaming market, PlayUSA Media, which he sold to Catena Media (STO:CAT) in 2017. Mr. Grove received his
Bachelor of Science and Master of Science degrees from the Illinois State University.
Our Board of Directors
The Board of Directors of Acies includes five
members. The board is led by James Murren, as Chairman, and consists of industry leaders and renowned investors. Each brings diversity
of experience, perspective and industry contacts that when combined create a distinguished Board of Directors. In addition to Mr. Murren,
whose biography is above, our Board of Directors will be comprised of:
Zach Leonsis is senior vice
president of strategic initiatives for Monumental Sports & Entertainment (Monumental), a multi-platform sports, media, entertainment,
and technology company located in the heart of the “DMV” in downtown Washington, DC. Monumental is best known for its fan-facing
brands which include the 2018 Stanley Cup Champion Washington Capitals, the NBA’s Washington Wizards, the 2019 WNBA Champion Washington
Mystics, the 2020 NBA 2K League Champion Wizards District Gaming, and Capital One Arena, as well as two additional team brands, three
more venues, and equity in two media networks including NBC Sports Washington and Monumental Sports Network. As senior vice president
of strategic initiatives, Leonsis manages Monumental’s media rights relationships with NBC Sports Washington and other partners,
all investment opportunities and its growing esports division. Mr. Leonsis is also General Manager of Monumental Sports Network and represents
Monumental on NBC Sports Washington’s board of directors.
Brisa Carleton is a
two-time Tony Award winning Broadway investor, a “40 Under 40” award winning entrepreneur, and an expert at the
intersection of entertainment and business. Ms. Carleton has the personal distinction of being one of only 100 investors in
the smash hit, Hamilton. She built a successful multi-million dollar investment portfolio that has been involved in financing more
than 30 Broadway shows including Moulin Rouge, Beautiful, Mean Girls, The Band’s Visit, Pippin, and numerous others. She is
currently the CEO of the Princess Grace Foundation on behalf of His Serene Highness Prince Albert II of Monaco (Princess
Grace’s son). The Foundation was created to honor the legacy of Princess Grace and grants millions of dollars to emerging
artists in theater, dance, and film. Prior to joining the Foundation, Brisa served as Director of Innovation for The John Gore
Organization, a billion dollar live entertainment company. She also hosts a national radio show featuring live entertainment
entrepreneurs on Sirius XM and has served multiple terms as a theater selection panelist for the National Endowment for the Arts and
founded Lunatix, an innovative ticketing company.
Andrew Zobler is the Founder
and CEO of the Sydell Group, a hospitality company founded in 2005, known for creating and managing unique hotels deeply rooted in their
location and architecture. A pioneer in the hospitality sphere, Mr. Zobler’s core expertise is an ability to identify and collaborate
with original talent within the world of design, food & beverage, and retail and bring them together in the creation of compelling
new hotels that engage the communities around them. Prior to founding Sydell Group, Mr. Zobler served as Partner and Chief Investment
Officer of André Balazs Properties, and as a Principal in the Managing Member of the real estate fund Lazard Freres Real Estate
Investors, LLC. He joined Lazard from Starwood Hotels & Resorts, where as Senior Vice President of Acquisitions and Development
he was responsible for overseeing acquisitions across all Starwood brands in North America. Before joining Starwood, Mr. Zobler was
a partner in the real estate group at Greenberg Traurig in their New York office specializing in hotel transactions. Named one of the
50 Most Influential People in global business by Bloomberg Businessweek in 2017, Mr. Zobler has received numerous awards and honors
including the AHEAD Americas 2018 Award for Outstanding Contribution. He was also recognized by AFAR Magazine in their 2018 Travel Vanguard
as one of nine “visionaries who are shaping the future of travel”.
Sam Kennedy is the
President and CEO of the Boston Red Sox. In addition to his role with the Red Sox, Mr. Kennedy also acts as Chief Executive of
Fenway Sports Management, a sports marketing and sales agency that is a sister company to the Red Sox under the Fenway Sports Group
family. Mr. Kennedy has played a key role in transforming Fenway Park into a year-round venue, including concerts and the
“Big Air” ski and snowboard competition. He currently serves on the MLB International Committee, MLB Ticketing Committee
and is the chair of the President’s Working Group (PWG), a sub-committee of MLB’s Business and Media Board.
Mr. Kennedy has also received many recognitions including Boston Business Journal’s 40 under 40 Award and his induction
into the Sports Business Journal’s 40 under 40 Hall of Fame.
Our Advisor to the Board
Mr. Pascal, one of our co-founders, is an
accomplished entrepreneur and business leader with more than 25 years of experience in the entertainment and luxury hospitality industries.
During that time, he founded and built businesses that delivered innovative solutions to the land-based and digital gaming industries.
Mr. Pascal brings a blend of entrepreneurial passion, creative insight, and operating discipline to his ventures. He is the Chairman
and CEO of PlayStudios, a social and casual games company whose portfolio of games artfully combine established casino brands, proven
gambling games, social game mechanics, and real-world rewards. Mr. Pascal is also the Managing Member of Pascal Ventures, LLC since
its formation in 2010. Prior, Mr. Pascal founded and built WagerWorks, Inc. (sold to IGT in 2005) and Silicon Gaming, Inc. (sold
to IGT in 2001). During his time at Wynn Las Vegas (from 2003 to 2010), the luxury hotel-casino resort was widely recognized for being
the only casino resort in the world to achieve the highest distinctions from Mobil, AAA, and Michelin.
Business Strategy
Our acquisition and value creation strategy is
to identify, acquire and, after our initial Business Combination, to build a company in the public markets. We believe our complementary
team provides us a distinct advantage to identify a leading experiential entertainment company and execute a successful Business Combination.
Extensive Direct Domain
Expertise as Leaders, Operators, Entrepreneurs and Advisors. We have dedicated our careers to industries that provide
consumers leading entertainment experiences, through live and mobile platforms. We have consistently demonstrated our ability to found,
operate, build, lead, invest in, acquire, and advise leading entertainment businesses that engage consumers in memorable ways. Throughout
our careers, we have helped shape prominent entertainment industries such as live entertainment, casinos, destination hospitality, sports,
and mobile gaming by leading their respective companies and engaging in transformative transactions.
Expansive Network of Relationships
Built Over Decades. Our management team and Board of Directors have spent most of their careers operating in the
industries we are targeting, developing expansive networks of founders, owners and management teams of private companies, entrepreneurs,
public company senior executives, boards, investors, private equity Sponsors, and advisors (investment banks, consultants, attorneys and
accountants). We believe this breadth of access will allow us to both source and create acquisition opportunities simply not available
to others, due to the reputation, creativity and experience of our team.
Resolute Focus on Value
Creation. Our team has deep experience in creating value through pursuing operational improvements, repositioning
and realigning strategies, optimizing capital structures, overseeing capital allocation policies, acquiring and separating businesses
and identifying future growth opportunities. Each member of our team has relentlessly pursued value maximizing initiatives and developed
impressive track records over the long term. Importantly, we have substantial experience in executing transactions throughout market cycles
and structuring transactions to minimize risk while preserving upside opportunity.
Expertise Advising and
Steering Private Companies into the Public Markets. As we pursue a Business Combination we will work alongside management
and their shareholders to unlock the potential of a company’s upside as they transition from a private company to a public company.
Our expertise will be invaluable to management teams in accessing the capital markets and driving value for shareholders long term.
Vast Experience Structuring,
Negotiating, and Executing Mergers and Acquisitions. Value creation in the public markets from the initial Business
Combination will be achieved by our upfront implementation of rigorous discipline and creativity to the valuation, terms and conditions
of the merger transaction. Our team has decades of experience structuring, negotiating and executing transactions across private and public
companies, corporate carve-outs, and private equity-backed exits.
Business Combination Criteria
Consistent with our business strategy, we have
identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We
have used and will continue to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into
our initial Business Combination with a target business that does not meet some or all of these criteria and guidelines.
Highly defensible business
models with a sustainable competitive advantage. A tailored, highly differentiated, or unique consumer experience
that builds on a sense of wonder, community and shared values engenders enduring consumer loyalty and repeat customer demand. It is our
belief these attributes create the most defensible business models, sustain a competitive advantage and market position, create attractive
growth and cash flow profiles and so generate shareholder value.
Disruptive
business models with strong secular growth. Many categories (in particular mobile entertainment) are experiencing
unprecedented growth due to strong underlying consumer demand and liberalizing regulations. These companies’ rapid growth, and prospective
scale, lead them to be natural public entities, whereon new avenues of growth and capital will be opened to fund organic initiatives and
pursue transformative or bolt-on acquisitions.
Dislocated valuations
within fundamentally strong sectors and businesses. Live entertainment sectors have been temporarily disrupted due
to COVID-19, but otherwise possess fundamentally sound long-term business plans. We believe there exists an opportunity to provide equity
capital to privately owned companies, or public companies through the carve-out of a division, at attractive valuations.
Strong management that
would benefit from Acies’ extensive and diverse expertise. We believe our operating expertise and expansive
network access has the potential to drive incremental value to even those currently strong management teams, resulting in improvements
to operational and financial performance.
Founder-owner monetization,
corporate carve-outs and private equity exits. Special purpose acquisition company transactions are a proven path
for owners to monetize their holdings through an upfront liquidity event with ongoing participation, and present many compelling features
not otherwise replicable in an IPO or sale.
These criteria and guidelines are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant,
on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management may deem
relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above
criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder
communications related to our initial Business Combination, which, as discussed in this Report, would be in the form of tender offer documents
or proxy solicitation materials that we would file with the SEC.
Our Business Combination Process
In evaluating a prospective target business, we
will conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information
about the target and its industry. We will also utilize our management team’s operational and capital planning experience.
Each of our directors and officers, directly or
indirectly, own Founder Shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial Business Combination. Further, such officers
and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business
Combination.
Certain of our officers and directors presently
have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present a Business Combination opportunity to such entity subject to his or her fiduciary
duties. As a result, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s
fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such Business
Combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity,
we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial
Business Combination. Our amended and restated memorandum and articles of association provides that we renounce our interest in any Business
Combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or
her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
Initial Business Combination
So long as our securities are then listed on Nasdaq,
our initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the Trust Account) at the time of signing a definitive agreement in connection with our initial Business Combination.
If our board of directors is not able to
independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we
consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of a
target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target
company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects,
including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a
complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary
in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business
meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target
business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC
in connection with a proposed transaction will include such opinion.
We anticipate structuring our initial Business
Combination so that the post-Business Combination company in which our public shareholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that
the post-Business Combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination
if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended, or the Investment Company Act. Even if the post-Business Combination company owns or acquires 50% or
more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest
in the post-Business Combination company, depending on valuations ascribed to the target and us in the Business Combination. For example,
we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock
of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our outstanding
shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-Business Combination company, the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% of net assets test. If the Business Combination involves more than one target business, the
80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter
into a definitive agreement regarding an initial Business Combination without the prior consent of our Sponsor. If our securities are
not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
To the extent we effect our initial Business Combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target
business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another Business Combination.
Other Considerations
We are not prohibited from pursuing an initial
Business Combination with a company that is affiliated with our Sponsor, Founders, officers or directors. In the event we seek to complete
our initial Business Combination with a company that is affiliated with our Sponsor or any of our Founders, officers or directors, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity
that commonly renders valuation opinions that such initial Business Combination is fair to our company from a financial point of view.
We are not required to obtain such an opinion in any other context.
James Murren, our Chairman and an investor in
the Sponsor, is subject to a non-compete with MGM that prohibits Mr. Murren from engaging in certain competitive activities for a
period ending March 22, 2021.
In addition, certain of our Founders,
officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other
entities. As a result, if any of our Founders, officers or directors becomes aware of a Business Combination opportunity which is
suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their
fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present
such Business Combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to
pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect
our ability to complete our initial Business Combination. Our amended and restated memorandum and articles of association provides
that we renounce our interest in any Business Combination opportunity offered to any director or officer unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that
we are able to complete on a reasonable basis.
Our Founders, Sponsor, officers and directors
may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial Business
Combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event
there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially
affect our ability to complete our initial Business Combination. In addition, our Founders, Sponsor, officers and directors, are not required
to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time
among various business activities, including identifying potential Business Combinations and monitoring the related due diligence.
Status as a Public Company
We believe our structure as a public company makes
us an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative
to the traditional Initial Public Offering through a merger or other Business Combination with us. In a Business Combination transaction
with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target
business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares
and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method
a more expeditious and cost effective method to becoming a public company than the typical Initial Public Offering. The typical Initial
Public Offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there
are significant expenses in the Initial Public Offering process, including underwriting discounts and commissions, that may not be present
to the same extent in connection with a Business Combination with us.
Furthermore, once a proposed Business Combination
is completed, the target business will have effectively become public, whereas an Initial Public Offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have
negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional
means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for
acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers
and vendors and aid in attracting talented employees.
While we believe that our structure and our management
team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank
check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business
Combination, negatively.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to
take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public
Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
Financial Position
With funds available for a Business
Combination in the amount of $207,741,982, as of December 31, 2020, after payment of $7,533,750 of deferred underwriting fees,
before fees and expenses associated with our initial Business Combination, we offer a target business a variety of options such as
creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or
strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient
combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However,
we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations until we consummate our initial Business Combination. We intend to effectuate our initial Business Combination
using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds
of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements
we may enter into following the consummation of our Initial Public Offering or otherwise), shares issued to the owners of the target,
debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete
our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial Business Combination is paid for
using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection
with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash
released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the
post-Business Combination company, the payment of principal or interest due on indebtedness incurred in completing our initial Business
Combination, to fund the purchase of other companies or for working capital.
We may need to obtain additional financing to
complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held
in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of the Business
Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. There are no
prohibitions on our ability to issue securities or incur debt in connection with our initial Business Combination.
Sources of Target Businesses
Our officers and directors, as well as their affiliates,
may bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive
a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships
of our officers and directors. Further, various unaffiliated sources, including investment market participants, private equity groups,
investment banking firms, consultants, accounting firms and large business enterprises may bring target business candidates to our attention
as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they
think we may be interested on an unsolicited basis, since some of these sources will have read this report and know what types of businesses
we are targeting. While we have not and do not anticipate engaging the services of professional firms or other individuals that specialize
in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay
a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of
the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities
to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our
management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our
existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the
type of transaction that it is). We have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, secretarial
and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing
an initial Business Combination. Some of our officers and directors may enter into employment or consulting agreements with the post-Business
Combination company following our initial Business Combination. The presence or absence of any such fees or arrangements will not be used
as a criterion in our selection process of an acquisition candidate.
We are not prohibited from pursuing an initial
Business Combination with a company that is affiliated with our Sponsor, Founders, officers or directors. In the event we seek to complete
our initial Business Combination with a company that is affiliated with our Sponsor or any of our Founders, officers or directors, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity
that commonly renders valuation opinions that such initial Business Combination is fair to our company from a financial point of view.
We are not required to obtain such an opinion in any other context.
Each of our officers and directors presently
has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities
that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required to present a Business
Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a Business Combination
opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will
honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to
their fiduciary duties under Cayman Islands law.
Evaluation of a Target
Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we
expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial
and other information about the target and its industry. We will also utilize our management team’s operational and capital planning
experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business
Combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another Business Combination. The company will not pay any consulting fees to members
of our management team, or their respective affiliates, for services rendered to or in connection with our initial Business Combination.
In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent
of our Sponsor.
Lack of Business Diversification
For an indefinite period of time after the completion
of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it
is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial Business Combination with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive
and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate
after our initial Business Combination; and
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cause us to depend on the marketing and sale
of a single product or limited number of products or services.
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Limited Ability to
Evaluate the Target’s Management Team
Although we closely scrutinize the management
of a prospective target business, including the management team of PlayStudios, when evaluating the desirability of effecting our initial
Business Combination with that business, our assessment of the target business’s management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
Business Combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial Business Combination.
Following a Business Combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders May Not
Have the Ability to Approve Our Initial Business Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC, subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement (as is the case in
the PlayStudios Business Combination), or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder
approval would typically be required for our initial Business Combination if, for example:
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we issue Ordinary Shares that will be equal to
or in excess of 20% of the number of our Ordinary Shares then-outstanding (other than in a public offering);
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any of our directors, officers or substantial
security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets
to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in issued and outstanding
Ordinary Shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person
is a substantial security holder); or
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the issuance or potential issuance of Ordinary
Shares will result in our undergoing a change of control.
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The decision as to whether we will seek shareholder
approval of a proposed Business Combination in those instances in which shareholder approval is not required by law will be made by us,
solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:
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the timing of the transaction, including in the
event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to
approve the proposed Business Combination;
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other time and budget constraints of the company;
and
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additional legal complexities of a proposed Business
Combination that would be time-consuming and burdensome to present to shareholders.
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Permitted Purchases
and Other Transactions with Respect to Our Securities
If we seek shareholder approval of our initial
Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer
rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial Business Combination. Additionally, at any
time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic
information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and
others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial Business Combination
or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public
shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when
they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation
M under the Exchange Act.
In the event that our Sponsor, directors, officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to
exercise their redemption rights or submitted a proxy to vote against our initial Business Combination, such selling shareholders would
be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial Business Combination. We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
The purpose of any such transaction could be to
(i) vote in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination,
(ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval
in connection with our initial Business Combination or (iii) satisfy a closing condition in an agreement with a target that requires us
to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination
that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our Class A Ordinary Shares or public warrants may be reduced and the number of beneficial holders of our securities
may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
Our Sponsor, officers, directors and/or
their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates
may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of tender offer or proxy materials
in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their
affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who
have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial Business
Combination, whether or not such shareholder has already submitted a proxy with respect to our initial Business Combination but only
if such shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor,
executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the
negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing
shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our Sponsor, officers, directors and/or their
affiliates are restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange
Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent
such purchasers are subject to such reporting requirements.
Redemption Rights for Public Shareholders
upon Completion of Our Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described
herein. The amount in the Trust Account was initially $10.00 per public share. The per-share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be
no redemption rights upon the completion of our initial Business Combination with respect to our warrants. Further, we will not proceed
with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a Business Combination does
not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion
of our initial Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A Ordinary Shares the right
to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not
complete our initial Business Combination within the Completion Window or (B) with respect to any other provision relating to the rights
of holders of our Class A Ordinary Shares.
Limitations on Redemptions
Our amended and restated memorandum and articles
of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001 both immediately prior to and upon consummation of the initial Business Combination (so that we do not then become
subject to the SEC’s “penny stock” rules). However, the proposed Business Combination may require: (i) cash consideration
to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes
or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed Business Combination. In the event
the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount
of cash available to us, we will not complete the Business Combination or redeem any shares, and all Class A Ordinary Shares submitted
for redemption will be returned to the holders thereof.
Manner of Conducting
Redemptions
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our initial Business Combination either
(i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as
to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in
our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to
be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions
and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and
any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our amended and restated
memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection
with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose
to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain
a listing for our securities on Nasdaq, we are required to comply with the Nasdaq rules.
If we held a shareholder vote to approve our initial Business Combination,
we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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In the event that we seek shareholder approval
of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial Business Combination.
If we seek shareholder approval, we will complete
our initial Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor
and each member of our management team have agreed to vote their Founder Shares and public shares in favor of our initial Business Combination.
As a result, in addition to our initial purchaser’s Founder Shares, we would need 8,071,876, or 37.5% (assuming all issued and outstanding
shares are voted), of the 21,525,000 public shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination
in order to have our initial Business Combination approved. Each public shareholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction or vote at all. In addition, our Sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder
Shares and public shares held by them in connection with (i) the completion of a Business Combination and (ii) a shareholder vote to approve
an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation
to provide holders of our Class A Ordinary Shares the right to have their shares redeemed in connection with our initial Business Combination
or to redeem 100% of our public shares if we do not complete our initial Business Combination within the Completion Window or (B) with
respect to any other provision relating to the rights of holders of our Class A Ordinary Shares.
If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior
to completing our initial Business Combination which contain substantially the same financial and other information about the initial
Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies.
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Upon the public announcement of our initial Business
Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase Class A Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange
Act.
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such initial Business Combination.
Limitation on Redemption upon Completion
of Our Initial Business Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial
Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares
sold in this offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage
shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their
redemption rights against a proposed Business Combination as a means to force us or our management to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than
an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares
are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we
believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial
Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we
have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.
Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights
Public shareholders seeking to exercise their
redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender
their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as
applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially
scheduled vote to approve the Business Combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial Business Combination will indicate the applicable delivery requirements,
which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a
public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to
two business days prior to the initially scheduled vote on the proposal to approve the Business Combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which
to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the
redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights
to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated.
The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their Business Combinations, many blank check
companies would distribute proxy materials for the shareholders’ vote on an initial Business Combination, and a holder could simply
vote against a proposed Business Combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the Business Combination was approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion
of the Business Combination during which he or she could monitor the price of the company’s shares in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general
meeting, would become “option” rights surviving past the completion of the Business Combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s
election to redeem is irrevocable once the Business Combination is approved.
Any request to redeem such shares, once made,
may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial Business
Combination.
If our initial Business Combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed Business Combination is
not completed, we may continue to try to complete a Business Combination with a different target until the end of the Completion Window.
Redemption of Public Shares and Liquidation
If No Initial Business Combination
Our amended and restated memorandum and
articles of association provides that we will have only the Completion Window to consummate an initial Business Combination. If we
have not consummated an initial Business Combination within the Completion Window, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be
no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate
an initial Business Combination within the Completion Window. Our amended and restated memorandum and articles of association
provides that, if we wind up for any other reason prior to the consummation of our initial Business Combination, we will follow the
foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten
business days thereafter, subject to applicable Cayman Islands law.
Our Sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from
the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial Business Combination within the Completion
Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold
if we fail to complete our initial Business Combination within the prescribed time frame).
Our Sponsor, executive officers, directors and
director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class
A Ordinary Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our
public shares if we do not complete our initial Business Combination within the Completion Window or (B) with respect to any other provision
relating to the rights of holders of our Class A Ordinary Shares, unless we provide our public shareholders with the opportunity to redeem
their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes,
if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of the initial Business Combination
(so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised
with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed
with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the
approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person.
We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,500,000
held outside the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although
we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds of
this offering and the sale of the Private Placement Warrants, other than the proceeds deposited in the Trust Account, and without taking
into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution
would be $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would
have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received
by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors,
service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would
be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in
order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any
third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a
waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any
alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the
engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against
the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be
liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our
independent registered public accounting firm), or a prospective target business with which we have discussed entering into a
transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the
actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00
per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay
our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that
executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of
the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an
executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any
liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor
have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our
Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy
those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
In the event that the proceeds in the Trust Account
are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of
the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is
unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less
than $10.00 per public share.
We seek to reduce the possibility that our Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,500,000
following this offering and the sale of the Private Placement Warrants with which to pay any such potential claims (including costs and
expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that
we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received
funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount
of funds from our Trust Account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1,000,000,
we may fund such excess with funds from the funds not to be held in the Trust Account. In such case, the amount of funds we intend to
be held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less
than our estimate of $1,000,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding
amount.
If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account
could be subject to applicable bankruptcy or winding-up law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot
assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.
Our public shareholders will be entitled to receive
funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our initial Business Combination
within the Completion Window, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our obligation to provide holders of our Class A Ordinary Shares the right to have
their shares redeemed in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete
our initial Business Combination within the Completion Window or (B) with respect to any other provision relating to the rights of holders
of our Class A Ordinary Shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial Business Combination.
Public shareholders who redeem their Class A Ordinary Shares in connection with a shareholder vote described in clause (ii) in the preceding
sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation
if we have not consummated an initial Business Combination within the Completion Window, with respect to such Class A Ordinary Shares
so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event
we seek shareholder approval in connection with our initial Business Combination, a shareholder’s voting in connection with the
Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the
Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated
memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be
amended with a shareholder vote.
Competition
If we succeed in effecting the Business
Combination with PlayStudios, there will be, in all likelihood, significant competition from PlayStudios’ competitors. We
cannot assure you that, subsequent to the Business Combination, New PlayStudios will have the resources or ability to compete
effectively. In the event the PlayStudios Business Combination is not consummated, in identifying, evaluating and selecting other
target businesses for our initial Business Combination, we may encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public
companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be
limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a
target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights may reduce the resources available to us for our initial Business Combination and our outstanding warrants, and the future
dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us
at a competitive disadvantage in successfully negotiating an initial Business Combination.
Employees
We currently have two executive officers. These
individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as
they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they will devote in any
time period will vary based on the stage of the Business Combination process we are in. We do not intend to have any full time employees
prior to the completion of our initial Business Combination.
Periodic Reporting and Financial Information
We have registered our Units, Class A
Ordinary Shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial
statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted
in the United States of America (“GAAP”), or International Financial Reporting Standards (“IFRS”), depending on
the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.
These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable
to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
Business Combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a
potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the
potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the
extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool
of potential acquisition candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to
be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply
with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.
We have filed a Registration Statement on Form
8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the
rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or
other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.
We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Law. As an exempted company, we have applied for and expect to receive a tax exemption undertaking
from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands,
for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.
We are an “emerging growth
company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our
securities less attractive as a result, there may be a less active trading market for our securities and the prices of our
securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend
to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public
Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a
smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates
exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.