Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258018
PROSPECTUS SUPPLEMENT NO. 1
To Prospectus dated March 23, 2022
PLAYSTUDIOS, Inc.
Up to 97,184,288 Shares of Class A Common Stock
Up to 10,996,631 Shares of Class A Common Stock Issuable Upon
Exercise of Warrants
Up to 3,821,667 Warrants
This prospectus supplement no. 1 is being filed to update and
supplement the information contained in the prospectus dated March
23, 2022 (as may be supplemented or amended from time to time, the
“Prospectus”), which forms part of our registration statement on
Form S-1 (No. 333-258018) with the information contained in our
Current Report on Form 8-K which was filed with the Securities and
Exchange Commission on April 1, 2022 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the
issuance by us of up to an aggregate of 10,996,631 shares of our
Class A common stock, $0.0001 par value per share (the “Class A
common stock”), which consists of (i) up to 7,174,964 shares of our
Class A common stock that are issuable upon the exercise of
7,174,964 warrants (the “Public Warrants”) by the holders thereof
and (ii) up to 3,821,667 shares of Class A common stock that are
issuable upon the exercise of 3,821,667 warrants (the “Private
Placement Warrants,” and together with the Public Warrants, the
“Warrants”).
The Prospectus and this prospectus supplement also relate to the
resale from time to time by the selling securityholders named in
the Prospectus (the “Selling Securityholders”) of (i) up to
97,184,288 shares of Class A common stock, including up to
10,693,624 shares of Class A common stock issuable as Earnout
Shares (as defined in the Prospectus) and 1,444,962 shares of Class
A common stock issuable upon the exercise of 1,444,962 options to
purchase shares of Class A common stock (the “Class A Option
Shares”) and (ii) 3,821,667 Private Placement Warrants. The shares
of Class A common stock registered include 21,348,205 shares
issuable upon conversion of: (i) 16,130,300 shares of our Class B
common stock, par value $0.0001 per share (the “Class B common
stock” and, together with the Class A common stock, our “common
stock”), issued to Andrew S. Pascal, our Chairman of the Board and
Chief Executive Officer, (ii) 3,026,112 shares of Class B common
stock issuable as Earnout Shares and (iii) 2,191,793 shares of
Class B common stock issuable upon the exercise of 2,191,793
options to purchase shares of Class B common stock (the “Class B
Option Shares”, and together with the Class A Option Shares, the
“Option Shares”). We will not receive any proceeds from the sale of
shares of common stock or Private Placement Warrants by the Selling
Securityholders pursuant to the Prospectus, except with respect to
amounts received by us upon exercise of the Options Shares or
Warrants.
The rights of the holders of Class A common stock and Class B
common stock are identical, except with respect to voting and
conversion. Each share of Class A common stock is entitled to one
vote per share. Each share of Class B common stock is entitled to
twenty votes per share and is convertible into one share of Class A
common stock. Outstanding shares of Class B common stock, all of
which are held by Mr. Pascal and certain of his affiliates,
together with the shares of Class A common stock held by Mr. Pascal
and certain of his affiliates, represent approximately 74.7% of the
voting power of our outstanding capital stock as of March 31,
2022.
We registered the securities for resale pursuant to the Selling
Securityholders’ registration rights under certain agreements
between us and the Selling Securityholders. Our registration of the
securities covered by the Prospectus does not mean that the Selling
Securityholders will offer or sell any of the shares of Class A
common stock or Private Placement Warrants. The Selling
Securityholders may offer, sell or distribute all or a portion of
their shares of Class A common stock or Private Placement Warrants
publicly or through private transactions at prevailing market
prices or at negotiated prices. We provide more information about
how the Selling Securityholders may sell the shares of Class A
common stock or Private Placement Warrants in the section titled
“Plan of Distribution” in the Prospectus.
This prospectus supplement incorporates into the Prospectus the
information contained in our attached Current Report on Form 8-K,
which was filed with the Securities and Exchange Commission on
April 1, 2022.
We are an “emerging growth company” as defined in Section 2(a) of
the Securities Act of 1933, as amended (the “Securities Act”), and
are subject to reduced public company reporting requirements. This
prospectus supplement complies with the requirements that apply to
an issuer that is an emerging growth company.
You should read this prospectus supplement in conjunction with the
Prospectus. This prospectus supplement is qualified by reference to
the Prospectus except to the extent that the information in this
prospectus supplement supersedes the information contained in the
Prospectus. This prospectus supplement is not complete without, and
may not be delivered or utilized except in connection with, the
Prospectus. If there is any inconsistency between the information
in the Prospectus and this prospectus supplement, you should rely
on the information in this prospectus supplement. Terms used in
this prospectus supplement but not defined herein shall have the
meanings given to such terms in the Prospectus.
Our Class A common stock is currently listed on The Nasdaq Global
Market (“Nasdaq”) under the symbol “MYPS”, and our Public Warrants
are currently listed on The Nasdaq Global Market under the symbol
“MYPSW”. On March 31, 2022, the closing price of our Class A common
stock was $4.85 and the closing price for our Public Warrants was
$0.84.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page 7 of the Prospectus and in the
other documents that are incorporated by reference in the
Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
to be issued under the Prospectus or determined if the Prospectus
or this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 1,
2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
April 1, 2022
Date of Report (date of earliest event reported)
PLAYSTUDIOS, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39652 |
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98-1606155
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10150 Covington Cross Drive, Las Vegas, Nevada
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89144
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(725) 877-7000
Not applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A common stock |
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MYPS |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one Class A
common stock at an exercise price of $11.50 |
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MYPSW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events
On April 1, 2022, PLAYSTUDIOS, Inc. (the “Company”) issued a press
release, furnished as Exhibit 99.1, announcing the commencement of
(i) its offer to each holder of its outstanding public warrants and
private placement warrants (collectively, the “Warrants”), each to
purchase shares of its Class A common stock, par value $0.0001 per
share, the opportunity to receive $1.00 in cash, without interest,
for each outstanding Warrant tendered by the holder pursuant to the
offer (the “Offer to Purchase”), and (ii) the solicitation of
consents (the “Consent Solicitation”) from holders of the
outstanding Warrants to amend the Warrant Agreement, dated as of
October 22, 2020, by and between the Company (formerly Acies
Acquisition Corp.) and Continental Stock Transfer & Trust
Company, which governs all of the Warrants (the “Warrant
Amendment”). If approved, the Warrant Amendment would permit the
Company to redeem each outstanding Warrant for $0.90 in cash,
without interest, which is 10% less than the purchase price
applicable to the Offer to Purchase. The Offer to Purchase and
Consent Solicitation are made solely upon the terms and conditions
in an Offer to Purchase and Consent Solicitation and other related
offering materials that are being distributed to holders of the
Warrants. The Offer to Purchase and Consent Solicitation will be
open until 12:00 midnight, Eastern Time, at the end of the day on
April 29, 2022, or such later date to which the Company may extend
the Offer to Purchase and Consent Solicitation. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated herein
by reference.
The information contained in Exhibit 99.1 attached hereto is being
furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, regardless of any general incorporation language
in such filing, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a)None
(b)None
(c)None
(d)Exhibits
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Exhibit Number |
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Description |
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99.1* |
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Press release dated April 1, 2022 announcing the commencement of an
offer to purchase and consent solicitation relating to its
warrants. |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: April 1, 2022
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PLAYSTUDIOS, Inc. |
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By: |
/s/ Scott Peterson |
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Name: |
Scott Peterson |
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Title: |
Chief Financial Officer |
Exhibit 99.1
PLAYSTUDIOS, INC. ANNOUNCES
COMMENCEMENT OF AN OFFER TO PURCHASE AND CONSENT SOLICITATION
RELATING TO ITS WARRANTS
Las Vegas, Nevada – April 1, 2022 –
PLAYSTUDIOS, Inc. (NASDAQ: MYPS) (“PLAYSTUDIOS” or the “Company”),
the creator of the playAWARDS loyalty platform and an award-winning
developer of free-to-play mobile and social games, today announced
that it has commenced an offer to purchase (the “Offer”) all of its
outstanding public warrants and private placement warrants
(collectively, the “Warrants”) to purchase shares of its Class A
common stock, par value $0.0001 per share, at a purchase price of
$1.00 in cash, without interest. The purpose of the Offer is to
reduce the number of shares of Class A common stock that would
become outstanding upon the exercise of Warrants, thus providing
investors and potential investors with greater certainty as to
PLAYSTUDIOS’ capital structure.
PLAYSTUDIOS is also soliciting consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated as of October
22, 2020, by and between PLAYSTUDIOS and Continental Stock Transfer
& Trust Company, which governs all of the Warrants (the
“Warrant Agreement”), to permit PLAYSTUDIOS to redeem each
outstanding Warrant for $0.90 in cash, without interest, which is
10% less than the price applicable to the Offer (such amendment,
the “Warrant Amendment”). Pursuant to the terms of the Warrant
Agreement, the adoption of the Warrant Amendment will require the
consent of holders of at least 65% of the outstanding public
warrants as it relates to the public warrants and the consent of
holders of at least 65% of the outstanding private placement
warrants as it relates to the private placement
warrants.
The Offer will be open until 12:00 midnight, Eastern Time, at the
end of the day on April 29, 2022, unless extended or earlier
terminated by PLAYSTUDIOS (the “Expiration Date”). Tendered
warrants may be withdrawn by holders at any time prior to the
Expiration Date. The Offer is not conditioned upon any minimum
number of Warrants being tendered in the Offer. The Offer is,
however, subject to other conditions described in the Offer and
Consent Solicitation.
The Offer and Consent Solicitation are being made pursuant to an
Offer to Purchase dated April 1, 2022, and Schedule TO, dated April
1, 2022, each of which have been filed with the U.S. Securities and
Exchange Commission (“SEC”) and more fully set forth the terms and
conditions of the Offer and Consent Solicitation.
The Company’s Class A common stock and public warrants are listed
on The Nasdaq Stock Market LLC under the symbols “MYPS” and
“MYPSW,” respectively. As of March 31, 2022, a total of 10,996,631
Warrants were outstanding.
PLAYSTUDIOS has engaged PJT Partners LP as the Dealer Manager for
the Offer and Consent Solicitation. Alliance Advisors, LLC
(“Alliance”) has been appointed as the Information Agent for the
Offer and Consent Solicitation, and Broadridge Corporate Issuer
Solutions, Inc. has been appointed as the Depositary for the Offer
and Consent Solicitation. All questions concerning tender
procedures and requests for additional copies of the offer
materials, including the letter of transmittal and consent should
be directed to Alliance at (800) 429-6652 (toll-free).
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Offer to Purchase will be available
free of charge at the website of the SEC at www.sec.gov. Requests
for documents may also be directed to Alliance at (800) 429-6652
(toll-free).
This announcement is for informational purposes only and shall not
constitute an offer to purchase or a solicitation of an offer to
sell the Warrants. The Offer and Consent Solicitation are being
made only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to
Purchase.
Holders of the Warrants are urged to read the Schedule TO and Offer
to Purchase carefully before making any decision with respect to
the Offer and Consent Solicitation because they contain important
information, including the various terms of, and conditions to, the
Offer and Consent Solicitation.
None of PLAYSTUDIOS, any of its management or its board of
directors, or the Dealer Manager, Information Agent or Depositary
or any other person makes any recommendation as to whether or not
Warrant holders should tender Warrants for exchange in the Offer or
consent to the Warrant Amendment in the Consent Solicitation.
Warrant holders must make their own decision as to whether to
tender their Warrants and, if so, how many Warrants to
tender.
About PLAYSTUDIOS, Inc.
PLAYSTUDIOS, Inc. (Nasdaq: MYPS) creator of the groundbreaking
playAWARDS loyalty platform is a publisher and developer of
award-winning mobile games, including the iconic Tetris® mobile
app,
POP! Slots,
myVEGAS Slots, myVEGAS Blackjack,
my KONAMI Slots, myVEGAS Bingo, and MGM Slots
Live.
The
playAWARDS
loyalty platform enables players to earn real-world rewards from
more than 95 iconic hospitality, entertainment, and leisure brands
across 17 countries and four continents. playAWARDS partners
include MGM Resorts International, Wolfgang Puck, Norwegian Cruise
Line, Resorts World, IHG, Bowlero, Gray Line Tours, Hippodrome
Casino, and 1-800-Flowers, among others. Founded by a team of
veteran gaming, hospitality, and technology entrepreneurs,
PLAYSTUDIOS’ games combine the best elements of popular casual
games with compelling real-world benefits. To learn more about
PLAYSTUDIOS, visit
www.playstudios.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the expiration date for the Offer and
Consent Solicitation and the effects of the Offer and Consent
Solicitation on our capital structure. Actual results may differ
materially from the results predicted, and reported results should
not be considered as an indication of future performance.
Forward-looking statements include all statements that are not
historical facts and can be identified by terms such as “may,”
“might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“intends,” “believes,” “estimates,” “predicts,” “potential,” or
“continue,” the negative of these terms and other comparable
terminology that conveys uncertainty of future events or outcomes.
These forward-looking statements involve known and unknown risks,
uncertainties, assumptions, and other factors that may cause actual
results to differ materially from statements made in this press
release, including
the number of warrant holders that respond and elect to participate
in the Offer and Consent Solicitation; our ability to consummate
the Offer and Consent Solicitation; our ability to recognize the
anticipated benefits of the Offer and Consent Solicitation; changes
in applicable laws or regulations, including those that pertain to
tender offers; and the possibility that we may be adversely
affected by
legal and regulatory developments and general market, political,
economic and business conditions.
Other potential risks and uncertainties that could cause actual
results to differ from the results predicted include, among others,
those risks and uncertainties included under the caption “Risk
Factors” in our Annual Report on Form 10-K for the twelve months
ended December 31, 2021, filed with the SEC on March 3, 2022 and in
other filings we make with the SEC form time to time. All
information provided in this release is based on information
available to us as of the date of this press release and any
forward-looking statements contained herein are based on
assumptions that we believe are reasonable as of this date. Undue
reliance should not be placed on the forward-looking statements in
this press release, which are inherently uncertain. We undertake no
duty to update this information unless required by
law.
SOURCE: PLAYSTUDIOS, Inc.
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PLAYSTUDIOS CONTACTS |
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Investor Relations |
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IR@playstudios.com |
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Media Relations |
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Amy Rossetti |
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media@playstudios.com |
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