Item 1. Security and Issuer.
The title and class of equity security to which this statement on Schedule 13D (Schedule 13D) relates is the Class A
Common Stock, $0.0001 par value per share (Class A Common Stock), of PLAYSTUDIOS, Inc. (the Issuer or the Company). The principal executive office of the Issuer is located
at 10150 Covington Cross Drive, Las Vegas, Nevada 89144.
Item 2. Identity and Background.
This Schedule 13D is filed by MGM Resorts International (MGM Resorts or the Reporting Person). MGM
Resorts is organized as a Delaware corporation and the address of its principal business and office is 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109. MGM Resorts principal business is to act largely as a holding company and, through
subsidiaries, own and operate integrated casino, hotel, and entertainment resorts across the United States and in Macau.
As of
July 1, 2021, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of MGM Resorts (collectively, the Scheduled Persons, and each a Scheduled
Person), are set forth on Schedule A attached hereto and incorporated herein by reference.
During the last five years, neither
the Reporting Person, nor, to the Reporting Persons knowledge, any of the Scheduled Persons, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to such laws.
This Schedule 13D is being filed while the Reporting
Person is in the process of verifying information required herein from its respective directors and executive officers. If the Reporting Person obtains information concerning such individuals which would cause a material change in the disclosure
contained herein, an amendment to this statement will be filed that will disclose such change.
Item 3. Source and Amount of Funds or Other
Consideration.
The information set forth or incorporated by reference in Items 4 of this Schedule 13D is incorporated herein by
reference.
Item 4. Purpose of Transaction.
On June 21, 2021 (the Closing Date), the Company issued the Reporting Person an aggregate of 16,647,124 shares of
Class A Common Stock in connection with the consummation of a business combination by Acies Acquisition Corp. (Acies) with PlayStudios, Inc. (Old PlayStudios) pursuant to an Agreement and Plan of Merger,
dated as of February 1, 2021 (the Merger Agreement), by and among Old PlayStudios, Inc., Acies, Catalyst Merger Sub I, Inc., and Catalyst Merger Sub II, LLC. Of the 16,647,124 shares received by the Reporting Person,
2,000,000 shares related to an investment by the Reporting Person of $20 million pursuant to a Subscription Agreement entered into on February 1, 2021, by and between Acies and the Reporting Person (the Subscription
Agreement), with the source of such funds being the working capital of the Reporting Person. The other 14,647,124 shares represent part of the merger consideration the Reporting Person received in exchange for all the shares of common
stock and preferred stock it had owned of Old PlayStudios. Also as part of the merger consideration, the Reporting Person received a contingent right to receive up to an aggregate of 2,093,846 shares of Class A Common Stock (the
Earnout Shares) from the Company if the closing share price of Class A Common Stock exceeds certain share price thresholds. The Earnout Shares are payable in two equal tranches if the closing price of the Class A Common
Stock exceeds $12.50 per share and $15.00 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the Closing Date and ending no later
than the five-year anniversary of the Closing Date. The contingent right to receive shares based on achievement of the applicable share price threshold will be forfeited if such threshold is not achieved by the fifth anniversary of the Closing Date.
The share price thresholds and the number of Earnout Shares to be issued are to be equitably adjusted for any subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the shares of
Class A Common Stock. Share price thresholds also may be deemed to have been achieved under certain circumstances involving an Earnout Strategic Transaction, as defined in the Merger Agreement, such as a merger or sale of the Issuer.
3