Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258018
PROSPECTUS SUPPLEMENT NO. 5
To Prospectus dated March 23, 2022
PLAYSTUDIOS, Inc.
Up to 97,184,288 Shares of Class A Common Stock
Up to 9,204,168 Shares of Class A Common Stock Issuable Upon
Exercise of Warrants
Up to 3,821,667 Warrants
This prospectus supplement no. 5 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 June 10, 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 9,204,168 shares of our
Class A common stock, $0.0001 par value per share (the “Class A
common stock”), which consists of (i) up to 5,382,501 shares of our
Class A common stock that are issuable upon the exercise of
5,382,501 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 June 10,
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 June
10, 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 June 10, 2022, the closing price of our Class A common
stock was $5.71 and the closing price for our Public Warrants was
$1.00.
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 June 10,
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
June 7, 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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88-1802794
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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 5.07 Submission of Matters to a Vote of Security
Holders.
On June 7, 2022, PLAYSTUDIOS, Inc. (the "Company") held its 2022
Annual Meeting of Stockholders (the "Annual Meeting"). The
proposals voted upon at the Annual Meeting and the final results of
the stockholder vote on each proposal, as certified by The Carideo
Group, the independent inspector of elections for the Annual
Meeting, are described below.
Proposal 1:
Election of Directors
All of the nominees for director listed in Proposal 1 in the
Company’s Definitive Proxy Statement on Schedule 14A, as filed with
the Securities and Exchange Commission on April 26, 2022, were
elected by the Company’s stockholders to serve on the Company’s
board of directors until the 2023 Annual Meeting of Stockholders or
until his or her successor is elected and qualified, by the
following vote:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Andrew Pascal |
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342,050,417 |
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1,319,473 |
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7,678,479 |
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James Murren |
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339,761,236 |
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3,608,654 |
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7,678,479 |
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Jason Krikorian |
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338,516,334 |
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4,853,556 |
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7,678,479 |
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Joe Horowitz |
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340,630,553 |
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2,739,337 |
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7,678,479 |
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Judy K. Mencher |
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339,767,943 |
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3,601,947 |
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7,678,479 |
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Steven J. Zanella |
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341,949,619 |
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1,420,271 |
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7,678,479 |
Proposal 2:
Ratification of Appointment of Independent Auditors
The proposal to ratify the Audit Committee’s appointment of
Deloitte & Touche LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2022
was approved by the Company’s stockholders by the following
vote:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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346,226,402 |
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4,670,386 |
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151,581 |
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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: June 10, 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 |
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