Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024

Commission File Number: 001-39896

PLAYTIKA HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)


Delaware						81-3634591
(State of other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification No.)


c/o Playtika Ltd.
HaChoshlim St 8
Herzliya Pituach, Israel
972-73-316-3251

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PLTK	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. ☐

Introductory Note

On November 20, 2024, Playtika Holding Corp. (the “Company”) and Playtika Ltd. (“Playtika Limited”), a wholly owned subsidiary of the Company, completed Playtika Limited’s previously announced acquisition (the “Transaction”) of all of the issued and outstanding share capital of SuperPlay Ltd. (“SuperPlay”) pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”), dated September 18, 2024, by and among the Company, Playtika Limited, SuperPlay, the shareholders of SuperPlay (the “Sellers”) and Gigi Levy-Weiss, as the shareholder representative, for an aggregate purchase price equal to (i) $700.0 million, payable at the closing of the Transaction, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $1.250 billion, the amounts of which will be based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period. Pursuant to the post-closing adjustment provisions in the Purchase Agreement, the cash portion of the consideration paid in the Transaction was subsequently decreased to $686.9 million.

On November 20, 2024, the Company filed a Current Report on Form 8-K (the “Initial Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing that it had consummated the Transaction and that the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Current Report on Form 8-K would be filed by amendment. This Amendment No. 1 to Current Report on Form 8-K (this “Amended Form 8-K”) amends the Initial Form 8-K to provide the required financial statements and pro forma financial information.

This Amended Form 8-K should be read in conjunction with the Initial Form 8-K and the Company’s other filings with the SEC. Except as stated herein, this Amended Form 8-K does not reflect events occurring after the filing of the Initial Form 8-K with the SEC on November 20, 2024 and no attempt has been made in this Amended Form 8-K to modify or update other disclosures as presented in the Initial Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired

The audited consolidated financial statements of SuperPlay as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022 and the notes related thereto (the “Audited Financial Statements”), and the unaudited interim condensed consolidated financial statements of SuperPlay as of September 30, 2024 and December 31, 2023 and for the nine months ended September 30, 2024 and 2023, and the notes related thereto (the “Interim Financial Statements”) are filed herein as Exhibit 99.1 and 99.2, respectively. The Audited Financial Statements and the Interim Financial Statements are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma combined balance sheet of the Company and SuperPlay as of September 30, 2024 and the unaudited pro forma combined statements of operations for the year ended December 31, 2023 and the nine months ended September 30, 2024, and the notes related thereto are filed herein as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits


99.1						Audited consolidated financial statements of SuperPlay Ltd. and its Subsidiaries as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 and the notes related thereto
99.2						Unaudited interim condensed consolidated financial statements of SuperPlay Ltd. and its Subsidiaries as of September 30, 2024 and December 31, 2024 and for the nine months ended September 30, 2024 and 2023 and the notes related thereto
99.3						Unaudited pro forma combined financial statements of Playtika Holding Corp and SuperPlay Ltd. and its Subsidiaries for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the notes related thereto
104						Cover page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

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, thereunto duly authorized.


			PLAYTIKA HOLDING CORP.
			Registrant

By:			/s/ Craig Abrahams
			Craig Abrahams
			President and Chief Financial Officer
Dated as of January 23, 2025

SUPERPLAY LTD. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 IN U.S. DOLLARS INDEX Page Report of Independent Auditors 2-3 Consolidated Balance Sheets 4-5 Consolidated Statements of Operations 6 Consolidated Statements of Convertible Preferred Shares and Shareholders' Deficit 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 9 - 26 - - - - - - - - - - - Exhibit 99.1

- 2 - REPORT OF INDEPENDENT AUDITORS To Board of Directors and Shareholders of SUPERPLAY LTD. Opinion We have audited the consolidated financial statements of SuperPlay LTD. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in convertible preferred shares and shareholders' deficit and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A Tel-Aviv 6492102, Israel Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com

- 3 - In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. /s/ KOST FORER GABBAY & KASIERER A Member of EY Global Tel-Aviv, Israel November 31 , 2024

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 4 - CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands December 31, 2023 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 36,557 $ 12,670 Short-term deposits 15,000 35,000 Account receivables 18,913 6,032 Other receivables 8,401 1,354 Total current assets $ 78,871 $ 55,056 NON-CURRENT ASSETS: Property and equipment, net 1,445 1,294 Restricted cash 733 537 Operating lease right-of-use assets 4,590 3,777 Total non-current assets $ 6,768 $ 5,608 Total assets $ 85,639 $ 60,664

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 5 - CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) December 31, 2023 2022 LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES: Current maturities of loans* $ 35,387 $ 19,683 Short-term revolving credit line 18,000 18,000 Trade payables 3,774 2,353 Employees and payroll accruals 3,541 1,945 Accrued expenses and other current liabilities 18,864 5,434 Operating lease liability 1,024 704 Total current liabilities 80,590 48,119 NON-CURRENT LIABILITIES: Loans, net of current maturities* 35,056 15,382 Operating lease liability 2,985 2,530 Total non-current liabilities 38,041 17,912 Total liabilities $ 118,631 $ 66,031 Convertible preferred shares of NIS 0.01 par value: 2,384,607 shares authorized as of December 31, 2023 and 2022; 2,384,607 shares issued and outstanding as of December 2023 and 2022. 54,110 54,110 SHAREHOLDERS' DEFICIT: Ordinary shares of NIS 0.01 par value: 10,000,000 shares authorized as of December 31, 2023 and 2022; 1,066,936 and 1,063,906 shares issued and outstanding as of December 31, 2023 and 2022, respectively. 3 3 Additional paid in capital 5,627 2,819 Accumulated deficit (92,732) )62,299( Total shareholders' deficit )87,102( )59,477( Total liabilities, convertible preferred shares and shareholders' deficit $ 85,639 $ 664,06 The accompanying notes are an integral part of the consolidated financial statements. November 31 , 2024 Date of approval of the Amir Hanin Gilad Almog consolidated financial statements Chief Financial Officer CEO and Director * Amounts related to related parties.

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 6 - CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands Year ended December 31, 2023 2022 Revenues $ 169,442 $ 64,557 Cost of revenues 49,910 18,659 Gross profit 119,532 45,898 Operating expenses: Research and development 16,996 12,191 Selling and marketing 119,948 54,957 General and administrative 5,077 2,423 Total operating expenses 142,021 69,571 Operating loss 22,489 23,673 Financial expenses, net (7,925) (6,003) Loss before taxes on income 30,414 29,676 Taxes on income 19 27 Loss $ 30,433 $ 29,703 The accompanying notes are an integral part of the consolidated financial statements. * Out of which $7,481 is related to related parties.

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 7 - CONSOLIDATED STATEMENTS OF COVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT U.S. dollars in thousands (except share and per share data) Convertible Preferred Shares Ordinary shares Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total shareholders' deficit Balance as of January 1, 2022 1,732,113 $ 14,250 1,058,063 $ 3 $ 1,199 $ (32,596) $ ( 39431, ) Options exercised - - 5,843 *) 34 - 34 Issuance of Preferred A shares, net of issuance cost of $140 652,494 39,860 - - - - - Share-based compensation expenses - - - - 1,586 - 1,586 Loss - - - - - (29,703) (29,703) Balance as of December 31, 2022 2,384,607 54,110 1,063,906 3 2,819 (62,299) (59,477) Options exercised - - 3,030 *) 63 - 63 Share-based compensation expenses - - - - 2,745 - 2,745 Loss - - - - - (30,433) (30,433) Balance as of December 31, 2023 2,384,607 $ 54,110 1,066,936 $ 3 $ 5,627 $ )92,732( $ )87,102( *) Represents an amount lower than $1. The accompanying notes are an integral part of the consolidated financial statements.

SUPER PLAY LTD. AND ITS SUBSIDIARIES - 8 - CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Year ended December 31, 2023 2022 Cash flows from operating activities: Loss $ (30,433) $ (29,703) Adjustments to reconcile loss to net cash used in operating activities: Depreciation 390 362 Increase in account receivables )12,881( )2,741( Share-based compensation expenses 2,745 1,586 Change in accrued interest from loans 323 696 Decrease (Increase) in other receivables )7,047( 139 Decrease in operating lease right-of-use asset 640 365 Decrease in operating lease liability (678) (908) Increase in trade payables 1,421 402 Increase in employees and payroll accruals 1,596 1,596 Increase in accrued expenses and other current liabilities 13,430 1,024 Net cash used in operating activities (30,494) (27,182) Cash flows from investing activities: Proceed (Investment) from short-term deposits, net 20,000 (33,885) Purchase of property and equipment (541) (1,098) Investment in restricted cash (196) (55) Net cash provided (used) in investing activities 19,263 (35,038) Cash flows from financing activities: Issuance of Preferred A shares, net of issuance cost of $140 - 39,860 Proceeds from loans 94,263 39,820 Repayment of loans (59,208) )29,505( Proceeds from short-term revolving credit line - 8,000 Proceeds from exercise of options 63 34 Net cash provided by financing activities 35,118 58,209 Increase (decrease) in cash and cash equivalents 23,887 (4,011) Cash and cash equivalents at the beginning of the year 12,670 16,681 Cash and cash equivalents at the end of the year 36,557 12,670 Supplemental disclosure of cash flow information: Cash paid during the year for interest 7,158 3,531 Non-cash investing and financing activities: Right-of-use asset recognized with corresponding lease liability 1,453 4,412 The accompanying notes are an integral part of the consolidated financial statements.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 9 - NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business and organization Super Play Ltd. (the "Company") was incorporated and commenced its operations on January 13, 2019. The Company is an interactive entertainment company that develops and operates social game services. The Company holds the following wholly owned (100%) subsidiaries: Simple Play Ltd, Screenshake Ltd, SuperPlay Games LLC. Superskill Games, Inc. The subsidiaries were designated to be engaged in operation activities. On January 31, 2024, the board approved the dissolution of Superskill Games, Inc. On February 1, 2024, Superskill Games, Inc, a wholly owned subsidiary of Superplay, has submitted to the Secretary of State of Delaware a certificate of dissolution and as such the subsidiary was dissolved. As of December 31, 2023, the Company's cash position (cash, cash equivalents and bank deposits) totaled $51,557 and has a negative cash flow from operating activities in the amount of $30,494 during the year then ended. The Company’s current operating plan includes various assumptions concerning the level and timing of cash receipts from sales and cash outlays for operating expenses and capital expenditures. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company were unable to continue as a going concern. Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include SuperPlay and all subsidiaries in which the Company has a controlling financial interest. Control generally equates to ownership percentage, whereby affiliates that are more than 50% owned are consolidated. In the opinion of management, all adjustments considered necessary for a fair presentation have been recorded within the accompanying financial statements, consisting of normal, recurring adjustments, and all intercompany balances and transactions have been eliminated in the consolidation. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 10 - Financial statements in U.S. dollars The currency of the primary economic environment in which the operations of SuperPlay and certain subsidiaries are conducted is the U.S. dollar ("dollar"); thus, the dollar is the functional currency of SuperPlay and certain subsidiaries. Accordingly, monetary amounts denominated in a currency other than the dollar are re-measured into dollars in accordance with ASC Topic 830, "Foreign Currency Matters". All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operation as financial income or expenses, as appropriate. Concentration of credit risk and significant customers Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company’s investment policy imposes certain maturity limits on the Company’s portfolio and restricts the permitted investments to the purchase of bank deposits. Apple and Google are significant distribution, marketing, promotion and payment platforms for the Company's games. A significant portion of the Company’s revenues has been generated from players who accessed the Company's games through these platforms. Therefore, the Company's accounts receivable are derived mainly from sales through these two platforms. The Company performs ongoing credit evaluations of its customers. The following table summarizes the major accounts receivable of the Company as a percentage of the total accounts receivable as of the dates indicated: December 31, 2023 2022 % Apple 52% 34% Google 45% 55% Accounts receivables are recorded at their transaction amounts and do not bear interest. The Company bases its allowance for credit losses on management's best estimate of the amount of probable credit losses in the Company's existing accounts receivable based on historical collection experience and current and expected future economic and market conditions. Cash and Cash equivalents Cash and cash equivalents consist of cash and short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less from the date acquired. Cash equivalents include investments in term deposits that can be redeemed immediately at the current net asset value.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 11 - Short-term deposit Short-term bank deposits with original maturities of more than three months and less than one year at the date acquired are included in short-term bank deposits. Property and equipment, net The Company states property and equipment at cost. The Company computes depreciation using the straight-line method over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the lease term of the respective assets, whichever is shorter. The Company examines fully depreciated assets annually and writes off those no longer in use. The depreciation periods for the Company's property and equipment are as follows: Useful life Computers 3 years Office furniture and equipment 10 to 14 years Electronic equipment 7 years Leasehold improvements Shorter of the estimated useful life or remaining term of lease Impairment of long-lived assets The Company’s long-lived assets to be held or used, including right-of-use (“ROU”) assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Impairment indicators include any significant changes in the manner of the Company’s use of the assets and significant negative industry or economic trends. When impairment indicators exist, the Company evaluate recoverability of an asset group by a comparison of the aggregate undiscounted projection future cash flows to the carrying amounts of the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss is calculated based on the excess of the carrying amount of the assets group over its fair value. Fair value is generally measured based on a discounted cash flow analysis. No impairment indicators have been identified during the years ended December 31, 2023 and 2022.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 12 - Leases The Company is the lessee under non-cancelable office real estate. The Company accounts for its leases under ASC 842, Leases, and determines if a contract contains a lease at inception or at modification of a contract. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments and lease incentives received over the defined lease term. As the Company’s leases do not generally provide an implicit rate, the Company uses its incremental borrowing rate which is estimated based upon the capital structure of the Company and upon the other information available at the lease commencement date in determining the present value of lease payments. The implicit rate will be used when readily determinable. The Company’s lease terms may include options to extend the lease. These options are included in the lease terms when it is reasonably certain they will be exercised. The ROU assets also include any prepaid lease payments and net of lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected the practical expedient to not record an asset or liability for operating leases with a term of 12 months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases. Revenue recognition The Company's games operate as Live-Ops that allow players to play for free. Within these games, players can purchase virtual goods to enhance their game-playing experience. Players purchase virtual goods through various widely accepted payment methods offered in the games, including Google play and Apple iTunes accounts. For revenue earned through mobile platforms, including Android and iOS, the Company recognizes online game revenue based on the gross amount paid by the player because the Company is the principal in the transaction. Accordingly, the Company records the related platform as cost of revenue in the period incurred. Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. The identified performance obligation is to display the virtual goods within the game over the life of the paying player or until it is consumed by the player within the game. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment is required at the time of purchase and the purchase price is a fixed amount which reflects the consideration that the Company expects to be entitled to receive in exchange for the purchased virtual goods.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 13 - Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or delivery of service to the customer. The satisfaction of the performance obligation depends on the nature of the virtual goods purchased. The Company's revenues derive primarily from sales of consumable virtual goods. Consumable virtual goods represent items that can be consumed by a specific player action and do not provide the player any continuing benefit following consumption. The Company recognizes revenue from sales of consumable virtual items as the goods are consumed, which is usually within a few days from the purchase. The Company also derives revenues from the sale of advertisements within its games due to its contractual relationships with mobile ad networks. The Company has identified the display of advertisements within its games as a single performance obligation. Revenue from advertisements is recognized at a point-in-time when the advertisements are displayed in the game to the player, as the customer receive the benefits provided from these services. The Company is not the primary obligor in these arrangements, it does not set the pricing, nor does it establish or maintain the relationship with the advertiser. Accordingly, proceeds from advertisements are recorded to revenue net of amounts retained by the mobile ad networks. Research and development costs Research and development costs are charged to the consolidated statement of operations as incurred. The Company studio teams follow an agile development process, whereas the preliminary project stage remains ongoing until just prior to worldwide launch at which time final feature selection occurs. As such, the development costs are expensed as incurred to research and development in the consolidated statements of operations. The Company did not capitalize any software development costs during the years ended December 31, 2023, and 2022. Fair value measurement Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 14 - The carrying amount of cash and cash equivalents, bank deposits, restricted cash, trade receivables, other current assets, trade payables, employees and payroll accruals, accrued expenses and other current liabilities approximate their fair value due to the short-term maturities of these instruments. Stock-based compensation The Company has a stock-based compensation program which provides for equity awards including time-based stock options. Stock-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight- line basis over the requisite service period. The Company records forfeitures as a reduction of stock-based compensation expense as those forfeitures occur. The Company used the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with stock options. As it does not have a long history of market prices for its common stock because the stock is not publicly traded, the Company used observable data for a group of peer companies that grant options with substantially similar terms to assist in developing its volatility assumptions. If factors change and the Company employs different assumptions, stock-based compensation cost on future awards may differ significantly from what the Company has recorded in the past. Higher volatility and longer expected terms result in an increase to stock-based compensation determined at the date of grant. Future stock-based compensation cost and unrecognized stock- based compensation will increase to the extent that the Company grants additional equity awards to employees or assumes unvested equity awards in connection with acquisitions. If there are any modifications or cancellations of the underlying unvested equity awards, the Company may be required to accelerate any remaining unearned stock-based compensation cost or incur incremental cost. For share-based awards with only service-based vesting conditions, the compensation expense is recognized on a straight-line basis over the requisite service period. The Company’s stock-based compensation expense is recorded in the financial statement line item relevant to each of the award recipients. See Note 7, Convertible Preferred shares, shareholders’ Deficit and Equity incentive Plan, for additional disclosure. Advertising expense Costs for marketing and advertising of the Company’s games are primarily expensed as incurred and are included in the sales and marketing expenses in the Company’s consolidated statements of operations. Such costs primarily consist of player acquisition costs. Advertising expense was $114,455 and $51,537 in the years ended December 31, 2023 and 2022, respectively.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 15 - Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences will reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and deferred tax liabilities are presented under long- term assets and long-term liabilities, respectively. The need to establish valuation allowances for deferred tax assets is assessed periodically based on the more likely than not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards expiring unused and tax planning alternatives. The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest and penalties on income taxes (which includes uncertain tax positions) as taxes on income. Employee related benefits Severance pay The liability for the Company’s employees in Israel in respect of severance pay is calculated in accordance with Section 14 of the Severance Pay Law 5723-1963 ("Section 14"). Section 14 states that Company's contributions for severance pay shall be in lieu of severance compensation. Upon deposit of the related obligation for the employee under Section 14, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments are required to be made by the Company to the employee. Expense resulting from contributions in accordance with Section 14 for the years ended December 31, 2023 and 2022 was $741 and $449, respectively. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires disaggregated information about the effective tax rate reconciliation as well as information on income taxes paid. The guidance will be effective for the Company for annual periods beginning January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 16 - NOTE 2. OTHER RECEIVABLES December 31, 2023 2022 Prepaid expenses $ 8,149 $ 874 Deposits 118 189 Governmental institutions 69 178 Interest receivables 26 89 Deferred charges 39 24 $ 8,401 $ 1,354 NOTE 3. PROPERTY AND EQUIPMENT, NET December 31, 2023 2022 Cost: Computers $ 731 $ 474 Office furniture and Equipment 275 263 Electronic equipment 16 7 Leasehold Improvements 1,267 1,004 $ 2,289 $ 1,748 Accumulated depreciation: Computers 362 205 Office furniture and Equipment 41 23 Electronic equipment 4 2 Leasehold Improvements 437 224 844 454 Depreciated cost $ 1,445 $ 1,294 Depreciation expenses for the years ended December 31, 2023, and 2022 amounted to $390 and $362, respectively. All the Company's property and equipment located in Israel.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 17 - NOTE 4. LOANS AND SHORT-TERM REVOLVING CREDIT LINE December 31, 2023 December 31, 2022 Maturity Interest rate(s) Book Value Face value Book value Loans 2025 17% 70,443 70,443 35,065 Short-term revolving credit line 2024 SOFR + 7.5%. 18,000 18,000 18,000 Total 88,443 88,443 53,065 Less: Current maturities of loans 2024 17% 35,387 35,387 19,683 Loans, net of current maturities 35,056 35,056 15,382 a. On November 30, 2021, the Company entered into a revolving credit line agreement with Bank Mizrahi for a credit line of up to $20,000 that can be withdrawn over a period of two years. The borrowing base is available for a draw at any time throughout the agreement and is subject to several covenants. The revolving credit line bears an annual interest of SOFR + 7.5%. The interest will be paid on a weekly basis. On December 19, 2023, the Company signed an amendment to extend the agreement for a period of six months. As of December 31, 2023, the Company withdrew an amount of $18,000. On June 13, 2024, the Company signed an additional amendment to extend the agreement for another period of three months. On August 27, 2024, the Company has signed an additional amendment with Bank Mizrahi, see note 12a. b. On April 6, 2021, the Company entered into a certain Receivables Purchase Agreement with Nirvana Funding (the “RPA” and the “Purchaser”, respectively), a related party which is an affiliate of General Catalyst Group, one of the Company's shareholders. The original term of the agreement is until January 2022. According to the RPA, the Purchaser shall provide financing to the Company when the amounts will be derived from the Company’s actual marketing expenses. The RPA further provides that such amounts shall be repaid to the Purchaser from future receivables on account of revenues generated by the Company from new users acquired thereby as a result of the marketing activity financed by the Purchaser (i.e., the repayment schedule of the amounts extended by the Purchaser are conditioned upon the revenues generated from such new users). In addition, based on the RPA, an additional interest amount (if any) shall be paid to the Purchaser (the “Interest”), determined pursuant to the ratio between the amount extended by the Purchaser to the total marketing cost of such monthly campaign (each month has a separate marketing budget and repayment schedule), with the effective Interest depends on and varies according to the rate of revenues received from such new users. On February 10, 2022, the Company extended the RPA until December 2022. On January 23, 2023, the Company further extended the RPA for an additional year, until December 2023.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 18 - On June 7, 2023, the Company signed an amendment to the RPA according to which both parties agreed that the Purchasers’ repayment schedule shall be annually capped, starting on January 1, 2023, of any given calendar year. On December 21, 2023, the Company signed an amendment to the RPA adopting new marketing budget for the year 2024 and also allowing the Company to apply for a lower amount than as contemplated under such amendment. The total funds provided by the debtor to the Company in 2023 amounted to $94,263. The Company recorded the proceeds as a liability related to the sale of future revenue that will be amortized using the effective interest method over the estimated life of the related expected royalties. The liability and the related interest expense are based on the Company's current estimates of future royalties. The Company periodically assesses the expected royalty payments and to the extent the future estimates or timing of such payments are materially different than previous estimates, the Company will adjust the debt's carrying amount. The adjustments to the carrying amount are recognized as interest expense in the period in which it occurs. As of December 31, 2023, all outstanding funds which have not been repaid by the Company including accrued interest amounted to $70,443 and are presented as other loans on the balance sheet, of which, the Company has a present obligation only with respect to an amount of $35,387 which is presented as current maturities of other loans on the balance sheet. The remaining amount of $35,056 is conditioned and to be repaid only upon generation of future revenues derived from the funded cohorts. The Interest amount with respect to the outstanding balance recorded as interest expenses during the twelve months ended December 31, 2023, amounted to $7,481. On May 6, 2024, the Company signed an additional amendment to the RPA. On September 12, 2024, the Company has signed a payoff letter with the Purchaser, see note 12d. NOTE 5. LEASES On July 15, 2021, the Company entered into a non-canceled lease agreement for the Company's offices in Israel for a period of four years with a renewal option for an additional three-year period. As it is reasonably certain the Company will exercise the renewal option, the renewal option is included in the calculation of operating lease ROU assets and operating liability. All of the Company's lease are located in Israel. The components of operating lease costs were as follows: December 31, 2023 2022 Operating lease cost $ 951 $ 824 Variable lease cost 57 19 $ 1,008 $ 843

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 19 - The following is a summary of weighted average remaining lease terms and discount rates for all of the Company's operating leases: December 31, 2023 Weighted average remaining lease term (years) 4.54 Weighted average discount rates 9.3% The future minimum lease payments included in the measurement of the Company's operating lease liabilities as of December 31, 2023, were as follows : December 31, 2023 2024 1,060 2025 1,086 2026 and thereafter 2,671 Total operating lease payments 4,817 Less imputed interest ( 808 Present value of future lease payments 4,009 NOTE 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2023 2022 Accrued expenses $ 18,625 $ 5,278 Deferred revenue 128 80 Government institutions 19 - Other current liabilities 92 76 $ 18,864 $ 5,434

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 20 - NOTE 7. CONVERTIBLE PREFERRED SHARES, SHAREHOLDERS’ DEFICIT AND EQUITY INCENTIVE PLAN As of December 31, 2023, convertible preferred share consists of: Authorized, issued and out standing Carrying value Preferred Seed-1 1,035,335 10,000 Preferred Seed-2 696,778 4,250 Preferred A 652,494 39,860 2,384,607 54,110 Composition of share capital: (1) Ordinary shares confer upon their holders’ voting rights, the right to participate in shareholders meetings (each share confers one vote), the right to participate in any distribution of dividends and the right to take part in the division of the surplus assets in a case of the winding up the Company, subject to the terms of the AOA. (2) Preferred Seed shares are entitled to the same rights conferred by the ordinary shares in addition to the following rights as well as customary anti-dilution rights: In the event of Liquidation, Deemed Liquidation (e.g., change in control) or a Distribution, as defined in the Company's Articles of Association (the "AOA"), the holders of Series Seed shall be entitled to receive, on a pro rata and Pari passu basis among them, prior and in preference to any distribution in respect of the ordinary shares, but after the preference rights of the Preferred A Shares as specified below, an amount for each Series Seed Share held by them equal to the greater of (i) the sum of the applicable original issue price of such share, or (ii) the amount such holder would actually receive if such preferred share had been converted into ordinary shares immediately prior to such distribution event; in each case, plus any dividends declared but unpaid on such share, and less any amounts previously paid in respect of such share, in accordance with the company's AOA. (3) Preferred A shares are entitled to the same rights conferred by the ordinary shares, in addition to the following rights as well as customary anti-dilution rights: In the event of Liquidation, Deemed Liquidation (e.g., change in control) or a Distribution, as defined in the Company's AOA, the holders of Preferred A shares shall be entitled to receive, on a pro rata and Pari passu basis among them, prior and in preference to any distribution in respect of the Series Seed Shares and ordinary shares, an amount for each Preferred A Share held by them equal to the greater of (i) the sum of the applicable original issue price of such share, or (ii) the amount such holder would actually receive if such preferred share had been converted into ordinary shares immediately prior to such distribution event; in each case, plus any dividends declared but unpaid on such share, and less any amounts previously paid in respect of such share in accordance with the company's AOA.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 21 - In liquidation event (e.g., change in control) the liquidation preference provisions of the Preferred Seed shares and Preferred A shares are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the Preferred Seed shares and Preferred A shares have been presented outside of permanent equity in the temporary equity (mezzanine) section of the consolidated financial statements. As of December 31, 2023 and 2022, the Company did not adjust the carrying values of the Preferred Seed shares and Preferred A shares to the deemed liquidation values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate liquidation values will be made only when it becomes probable that such a deemed liquidation event will occur. Equity transactions On December 12, 2022, the Company signed a Share Purchase Agreement (the "SPA") with new and existing investors, upon which, the Company issued 652,494 Preferred A shares of NIS 0.01 par value each, for an aggregate amount of $39,860, net of issuance expenses in the amount of $140, reflecting a price of $61.09 per share. Overview of Stock Incentive Plan In 2019, the Company adopted the 2019 Equity Incentive Plan for granting stock options to purchase shares of the Company to subcontractors, employees, officers and directors as an incentive to attract and retain qualified personnel. As of December 31, 2023, a total of 683,643 shares of the Company’s common stock had been allocated to awards granted under the Plan and 21,356 shares remained available for future grants. Stock options A summary of the stock option activity in the year ended on December 31, 2023, is as follows: Number of options Weighted- average exercise price Weighted average remaining contractual term Outstanding as of December 31, 2022 273,178 $ 7.64 7.71 Granted 428,367 $ 20.94 8.58 Exercised (3,030) $ 20.63 - Forfeited (14,872) $ 24.36 - Outstanding as of December 31, 2023 683,643 $ 15.55 7.84 Options available for future grants 21,356

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 22 - The intrinsic value represents the difference between the stock price of 54.19 USD and the exercise price, as of December 31, 2023. The intrinsic value attributable to options exercised and exercisable during 2023 and 2022 was minimal. The Company will issue new shares of common stock upon exercise of stock options. The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee stock options, which is affected by the following assumptions regarding complex and subjective variables. Any changes in these assumptions may materially affect the estimated fair value of the stock-based award. – Fair value of common stock - In determining the exercise prices for share options granted, the board of directors considered the fair value of the Company Ordinary share as of each grant date. The fair value of the Company Ordinary share underlying the share options was determined by management and approved by the Company’s board of directors. Management has determined fair value of a Ordinary share at the time of grant of the option by considering a number of objective and subjective factors including financing investment rounds, operating and financial performance, the lack of liquidity of share capital, the effect of the rights and preferences of the Company Preferred shareholders and general and industry specific economic outlook, amongst other factors. – Risk-free interest rate - The risk-free interest rate was estimated based on the U.S. Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of the respective equity option award. – Expected dividend yield - The Company does not anticipate paying any dividends in the foreseeable future. Thus, the Company used 0% as its expected dividend yield. – Expected term - Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the share options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted- average expected life is presumed to be the average of the shortest vesting term and the contractual term of the option – Expected volatility – The Company estimated volatility based on the volatilities exhibited by comparable public companies and the Company’s capital structure and utilized the observable data for a group of peer companies that grant options with substantially similar terms to assist in developing its volatility assumption. Year ended December, 31 2023 2022 Risk-free interest rate 3.83% 2.31% Expected dividend yield - - Expected term in years 8.82 6.32 Expected volatility 55.79% 64.33%

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 23 - For options, 25% of the options generally vest on the first anniversary of the grant date, and the remaining 75% of the options vest in equal quarterly installments during the three years following the first anniversary of the grant date. The stock options have a contractual term of ten years. Stock-based compensation The following table summarizes stock-based compensation costs, as reported on the Company’s consolidated statements of comprehensive income: Year ended December, 31 2023 2022 Cost of revenues - 3 Research and development expenses 773 804 Salse and marketing expenses 152 114 General and administrative expenses 1,820 665 2,745 1,586 As of December 31, 2023 and 2022, unrecognized compensation costs related to shares options was 10,399 and 13,144, respectively, which was expected to be recognized over a weighted average period of 4.5 years and 5.5 years, respectively. NOTE 8. TAXES ON INCOME Tax laws applicable to the Company: The corporate tax rate in Israel in 2023 and 2022 is 23%. Deferred tax assets and liabilities Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded for tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: December, 31 2023 2022 Deferred tax assets Net operating loss carry-forwards 15,838 11,532 Accrued employee costs 538 274 Research and development expenses 3,517 2,152 Operating lease liabilities 1,022 1,243 Valuation allowance (19,763) (13,821) Net deferred tax assets 1,152 1,380 Deferred tax liability Operating lease right-of-use assets (1,152) (1,380) Deferred tax lability (1,152) (1,380 Net deferred tax assets (liabilities) - -

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 24 - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable loss and projections for future taxable losses over the period in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences as of December 31, 2023 and 2022 and accordingly, a full valuation allowance has been maintained and no deferred tax assets were shown in the accompanying balance sheet. Net operating loss carry-forwards As of December 31, 2023, the Company has Israeli carryforward tax losses amounting to approximately $69,000 The carryforward losses have no expiration date. The Company does not yet have any final tax assessments. NOTE 9. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table provides information about disaggregated revenue by geographic location of the Company's players and type of platform: Year ended December, 31 2023 2022 Israel 725 308 USA 88,592 41,345 EMEA 67,313 17,295 APAC 6,651 2,809 Other 6,161 2,800 Total 169,442 64,557 Contract balances Payments from players for virtual items are collected by platform providers and remitted to the Company (net of the platform or clearing fees) generally within 45 days after the player transaction. The Company’s right to receive the payments collected by the platform providers is recorded as an account receivable as the right to receive payment is unconditional. Deferred revenues, which represent a contract liability, represent mostly unrecognized fees billed for virtual items which have not yet been consumed at the balance sheet date. Platform fees paid to platform providers and associated with deferred revenues represent a contract asset. Year ended December, 31 2023 2022 Account receivables 18,913 6,032 Contract assets (1) 39 24 Contract liability (2) 128 80

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 25 - (1) Contract assets are included within other receivables as “deferred charges” in the Company’s consolidated balance sheets. (2) Contract liabilities are included within accrued expenses and other current liabilities as “deferred revenues” in the Company’s consolidated balance sheets. During the year ended December 31, 2023, the Company recognized all of its contract liabilities balance as of December 31, 2022. NOTE 10. INTEREST EXPENSE AND OTHER, NET Year ended December 31, 2023 2022 Interest expense 9,306 5,369 Interest income (1,964) (98) Foreign currency translation differences, net 476 674 Other 107 58 7,925 6,003 NOTE 11. RELATED PARTIES a. Balances: December 31, 2023 2022 Loans (1) $ 70,443 $ 35,065 Employees and payroll accruals – Shareholders and CEO $ 53 $ 37 b. Transactions: Year ended December 31, 2023 2022 Loans interest expenses (1) $ 7,481 $ 4,593 Payroll and related expenses – Shareholders and CEO $ 568 $ 421 (1) See note 4b, with respect to Loans with a related parties.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) - 26 - NOTE 12. SUBSEQUENT EVENTS The Company performed a review for subsequent events through the date of these financial statements and noted no other material items for disclosure, except: a. On June 24, 2024, the Company entered into a license agreement with a well-known international corporation in the entertainment industry (“Licensor” and “License Agreement” respectively). As part of the License Agreement, the Company has obtained a license to create a new game which is based on certain intellectual property of the Licensor (the “Title”) subject to the terms specified in the License Agreement. According to the License Agreement, the Company is obligated to spend certain minimum amounts on the development and marketing of the Title and to pay Licensor royalties from revenues generated by the Company in connection with the Title (including payment of minimum guarantees in order to ensure the payment of such royalties), subject to the terms of the License Agreement. b. On June 13, 2024, the Company signed an additional amendment to extend the revolving credit line with Bank Mizrahi for another period of three months. On August 27, 2024, the Company has signed an additional amendment, No. 3, to the revolving credit line with Bank Mizrahi pursuant to which the Company increased the credit facility by additional amount of $10,000 (so that following such increase the aggregate credit facility shall be $30,000. See note 4a. c. On September 18, 2024, the Company entered into a share purchase agreement ("SPA") with Playtika Ltd. (the “Buyer”), pursuant to which, subject to the closing of this transaction, 100% of the Company's share capital will be acquired by the Buyer in consideration of an amount of $700,000 (subject to the terms of the SPA) as well as certain earnout amounts in an additional amount of up to $1,250,000 if and when certain targets will be met. As part of the transaction, all of the options will be cancelled and the option holders will be entitled to receive the consideration due to them for the vested options, and additional consideration will be paid if and when the unvested portion of their options would have been deemed vested. In addition, the Company adopted a retention plan which consist of up to $50,000 which may be allocated by the Company to its employees and service providers at or following the Closing. d. On September 12, 2024, the Company has signed a payoff letter with the Purchaser which allowed the Company, among others, to repay all amounts extended to it by the Purchaser pursuant to the terms specified in such payoff letter. See note 4b.

1 SUPERPLAY LTD. AND ITS SUBSIDIARIES FOR THE QUARTER ENDED SEPTEMBER 30, 2024 IN U.S. DOLLARS UNAUDITED INDEX Page Condensed Consolidated Balance Sheets - September 30, 2024 and December 31, 2023 2-3 Condensed Consolidated Statements of Operations - Nine Months Ended September 30, 2024 and 2023 4 Condensed Consolidated Statements of Convertible Preferred Shares and Shareholders' Deficit 5 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023 6 Notes to the Condensed Consolidated Financial Statements 7 - 15 - - - - - - - - - - - Exhibit 99.2

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 2 - CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) September 30, December 31, 2024 2023 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 18,612 $ 36,557 Short-term deposits 10,030 15,000 Account receivables 34,226 18,913 Other receivables 4,561 8,401 Total current assets $ 67,429 $ 78,871 NON-CURRENT ASSETS: Property and equipment, net 2,965 1,445 Restricted cash 1,037 733 Other non-current assets 2,222 - Operating lease right-of-use assets 5,416 4,590 Total non-current assets $ 11,640 $ 6,768 Total assets $ 79,069 $ 85,639

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 3 - CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) September 30, December 31, 2024 2023 (unaudited) LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES: Current maturities of loans* $ 44,546 $ 35,387 Short-term revolving credit line 30,000 18,000 Trade payables 2,783 3,774 Employees and payroll accruals 5,841 3,541 Accrued expenses and other current liabilities 31,568 18,864 Operating lease liability 1,616 1,024 Total current liabilities 116,354 80,590 NON-CURRENT LIABILITIES: Loans, net of current maturities* 64,408 35,056 Operating lease liability 3,151 2,985 Total non-current liabilities 67,559 38,041 Total liabilities $ 183,913 $ 118,631 Convertible preferred shares of NIS 0.01 par value: 2,384,607 shares authorized as of September 30, 2024 and December 31, 2023; 2,384,607 shares issued and outstanding as of September 30, 2024 and December 2023. 54,110 54,110 SHAREHOLDERS' DEFICIT: Ordinary shares of NIS 0.01 par value: 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 1,076,505 and 1,066,936 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. 3 3 Additional paid in capital 9,156 5,627 Accumulated deficit (168,113) (92,732) Total shareholders' deficit )158,954) )87,102( Total liabilities, convertible preferred shares, common shares and shareholders' deficit $ 79,069 $ 85,639 The accompanying notes are an integral part of the unaudited consolidated financial statements. *Amount related to related parties.

SUPERPLAY LTD. AND ITS SUBSIDIARIES - 4 - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) U.S. dollars in thousands Nine Months Ended September 30, 2024 2023 Revenues $ 263,591 $ 113,296 Cost of revenues 78,429 33,139 Gross profit 185,162 80,157 Operating expenses: Research and development 20,262 12,594 Selling and marketing 221,288 80,250 General and administrative 8,754 3,228 Total operating expenses 250,304 96,072 Operating loss 65,142 15,915 Financial expenses, net* (10,236) (5,845) Loss before taxes on income 75,378 21,760 Taxes on income 3 - Loss $ 75,381 $ 21,760 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. * Out of which $8,951 related to related parties.

SUPER PLAY LTD. AND ITS SUBSIDIARIES - 5 - CONDENSED CONSOLIDATED STATEMENTS OF COVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT (Unaudited) U.S. dollars in thousands (except share and per share data) Convertible Preferred Shares Ordinary shares Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total shareholders' deficit Balance as of December 31, 2022 2,384,607 $ 54,110 1,063,906 $ 3 $ 2,819 $ (62,299) $ ( 477,95 ) Options exercised - - 3,030 *) 63 - 63 Share-based compensation expenses - - - - 1,995 - 1,995 Loss - - - - - (21,760) (21,760) Balance as of September 30, 2023 2,384,607 $ 54,100 1,066,936 $ 3 $ 4,877 $ (84,059) $ (79,179) Convertible Preferred Shares Ordinary shares Shares Amount Shares Amount Additional paid-in capital Accumulated deficit Total shareholders' deficit Balance as of December 31, 2023 2,384,607 $ 54,110 1,066,936 $ 3 $ 5,627 $ (92,732) $ (87,102) Options exercised - - 9,569 *) 92 - 92 Share-based compensation expenses - - - - 3,437 - 3,437 Loss - - - - - (75,381) (75,381) Balance as of September 30, 2024 2,384,607 $ 54,110 1,076,505 $ 3 $ 9,156 $ (168,113) $ (158,954) *) Represents an amount lower than $1. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SUPER PLAY LTD. AND ITS SUBSIDIARIES - 6 - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) U.S. dollars in thousands Nine Months Ended September 30, 4202 2023 Cash flows from operating activities: Loss $ (75,381) $ (21,760) Adjustments to reconcile loss to net cash used in operating activities: Depreciation 450 304 Increase in account receivables (15,313) (8,754) Share-based compensation expenses 3,437 1,995 Change in accrued interest from other loans (524) 809 Increase in other non-current assets (2,222) - Decrease (Increase) in other receivables 3,840 (2,946) Decrease in operating lease right-of-use asset 620 446 Decrease in operating lease liability (688) (945) Decrease in trade payables (991) (1,244) Increase (Decrease) in employees and payroll accruals 2,300 (281) Increase in accrued expenses and other current liabilities 12,704 10,931 Net cash used in operating activities (71,768) (21,445) Cash flows from investing activities: Proceed short-term deposits, net 4,970 4,000 Purchase of property and equipment (1,970) (352) Investment in restricted cash (304) (152) Net cash provided by in investing activities 2,696 3,496 Cash flows from investing activities: Proceeds from loans 95,231 52,567 Repayment of loans (56,196) (38,688) Proceeds from short-term revolving credit line 12,000 - Proceeds from exercise of options 92 63 Net cash provided by financing activities 51,127 13,942 Decrease in cash and cash equivalents (17,945) (4,007) Cash and cash equivalents at the beginning of the period 36,557 12,670 Cash and cash equivalents at the end of the period 18,612 8,663 Supplemental disclosure of cash flow information: Cash paid during the year for interest 7,217 3,935 Non-cash investing and financing activities: Right-of-use asset recognized with corresponding lease liability $ 1,446 $ 1,461 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 7 - NOTE 1. GENERAL Description of business and organization Super Play Ltd. (the "Company") was incorporated and commenced its operations on January 13, 2019. The Company is an interactive entertainment company that develops and operates social game services. The Company holds the following wholly owned (100%) subsidiaries: Simple Play Ltd, Screenshake Ltd, SuperPlay Games LLC. Superskill Games, Inc. (which was resolved in February 2024 as stated below). The subsidiaries were designated to be engaged in operation activities. On January 31, 2024, the board approved the dissolution of Superskill Games, Inc. On February 1, 2024, Superskill Games, Inc, a wholly owned subsidiary of Superplay, has submitted to the Secretary of State of Delaware a certificate of dissolution and as such subsidiary was dissolved. On September 18, 2024, the Company entered into a share purchase agreement ("SPA") with Playtika Ltd. (the “Buyer”), pursuant to which, subject to the closing of this transaction, 100% of the Company's share capital will be acquired by the Buyer in consideration of an amount of $700,000 (subject to further adjustments and the terms of the SPA) as well as certain earnout amounts in an additional amount of up to $1,250,000 if and when certain targets will be met. As part of the transaction, all of the options will be cancelled and the option holders will be entitled to receive the consideration due to them for the vested options, and additional consideration will be paid if and when the unvested portion of their options would have been deemed vested following the closing of the SPA. In addition, the Company adopted a retention plan which consist of up to $50,000 which may be allocated by the Company to its employees and service providers at or following the Closing. As of September 30, 2024, the Company's cash position (cash and short-term deposits) totaled $28,642 and has a negative cash flow from operating activities in the amount of $71,768 during the nine months period ended September 30, 2024. The Company’s current operating plan includes various assumptions concerning the level and timing of cash receipts from sales and cash outlays for operating expenses and capital expenditures. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company were unable to continue as a going concern. NOTE 2. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normally recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ended December 31, 2024.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 8 - NOTE 3. SIGNIFICANT ACCOUNTING POLICIES These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the financial statements and notes of the Company for its fiscal year ended December 31, 2023. There have been no changes in the significant accounting policies from those that were disclosed in the financial statements for the fiscal year ended December 31, 2023. Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of credit risk and significant customers Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash and accounts receivable. The Company’s investment policy imposes certain maturity limits on the Company’s portfolio and restricts the permitted investments to the purchase of bank deposits. Apple and Google are significant distribution, marketing, promotion and payment platforms for the Company's games. A significant portion of the Company’s revenues has been generated from players who accessed the Company's games through these platforms. Therefore, the Company's accounts receivable are derived mainly from sales through these two platforms. The Company performs ongoing credit evaluations of its customers. The following table summarizes the major accounts receivable of the Company as a percentage of the total accounts receivable as of the dates indicated: September 30, 2024 2023 % Apple 60% 52% Google 38% 43% Accounts receivables are recorded at their transaction amounts and do not bear interest.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 9 - Revenue recognition The Company's games operate as Live-Ops that allow players to play for free. Within these games, players can purchase virtual goods to enhance their game-playing experience. Players purchase virtual goods through various widely accepted payment methods offered in the games, including Google play and Apple iTunes accounts. For revenue earned through mobile platforms, including Android and iOS, the Company recognizes online game revenue based on the gross amount paid by the player because the Company is the principal in the transaction. Accordingly, the Company records the related platform and payment processing fees as cost of revenue in the period incurred. Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. The identified performance obligation is to display the virtual goods within the game over the life of the paying player or until it is consumed by the player within the game. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment is required at the time of purchase and the purchase price is a fixed amount which reflects the consideration that the Company expects to be entitled to receive in exchange for the purchased virtual goods. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or delivery of service to the customer. The satisfaction of the performance obligation depends on the nature of the virtual goods purchased. The Company's revenues derive primarily from sales of consumable virtual goods. Consumable virtual goods represent items that can be consumed by a specific player action and do not provide the player any continuing benefit following consumption. The Company recognizes revenue from sales of consumable virtual items as the goods are consumed, which is usually within a few days from the purchase. The Company also derives revenues from the sale of advertisements within its games due to its contractual relationships with mobile ad networks. The Company has identified the display of advertisements within its games as a single performance obligation. Revenue from advertisements is recognized at a point-in-time when the advertisements are displayed in the game to the player, as the customer receive the benefits provided from these services. The Company is not the primary obligor in these arrangements, it does not set the pricing, nor does it establish or maintain the relationship with the advertiser. Accordingly, proceeds from advertisements are recorded to revenue net of amounts retained by the mobile ad networks. Advertising expense Costs for marketing and advertising of the Company’s games are primarily expensed as incurred and are included in the sales and marketing expenses in the Company’s consolidated statements of operations. Such costs primarily consist of player acquisition costs. Advertising expense was $215,553 and $77,492 for the nine months period ended September 30, 2024 and 2023, respectively.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 10 - NOTE 4. LOANS AND SHORT-TERM REVOLVING CREDIT LINE September 30, 2024 (Unaudited) December 31, 2023 Maturity Interest rate(s) Book Value Face value Book value Loans 2026 17% $108,954 $ 108,954 $ 70,443 Short-term revolving credit line 2025 SOFR + 7.5% $30,000 $30,000 $ 18,000 Total $138,954 $138,954 $ 88,558 Less: Current maturities of loans 2025 17% $44,546 $44,546 $ 35,387 Loans, net of current maturities $64,408 $64,408 $ 35,056 a. On November 30, 2021, the Company entered into a revolving credit line agreement with a commercial bank in Israel for a credit line of up to $20,000 that can be withdrawn over a period of two years. The borrowing base is available for a draw at any time throughout the agreement and is subject to several covenants. The revolving credit line bears an annual interest of SOFR + 7.5%. The interest will be paid on a weekly basis. On December 19, 2023, the Company signed an amendment to extend the agreement for a period of six months. On June 13, 2024, the Company signed an additional amendment to extend the agreement for another period of three months. On August 27, 2024, the Company has signed an Amendment No. 3 to the revolving credit line agreement pursuant to which the Company increased the credit facility by additional amount of $10,000 (so that following such increase the aggregate credit facility shall be $30,000). The Company withdraw an additional $12,000 bringing the total to $30,000. b. On April 6, 2021, the Company entered into a certain Receivables Purchase Agreement with Nirvana Funding (the “RPA” and the “Purchaser”, respectively), a related party which is an affiliate of General Catalyst Group, one of the Company's shareholders. The original term of the agreement is until January 2022. According to the RPA, the Purchaser shall provide financing to the Company when the amounts will be derived from the Company’s actual marketing expenses. The RPA further provides that such amounts shall be repaid to the Purchaser from future receivables on account of revenues generated by the Company from new users acquired thereby as a result of the marketing activity financed by the Purchaser (i.e., the repayment schedule of the amounts extended by the Purchaser are conditioned upon the revenues generated from such new users). In addition, based on the RPA, an additional interest amount (if any) shall be paid to the Purchaser (the “Interest”), determined pursuant to the ratio between the amount extended by the Purchaser to the total marketing cost of such monthly campaign (each month has a separate marketing budget and repayment schedule), with the effective Interest depends on and varies according to the rate of revenues received from such new users.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 11 - On February 10, 2022, the Company extended the RPA until December 2022. On January 23, 2023, the Company further extended the RPA for an additional year, until December 2023. On June 7, 2023, the Company signed an amendment to the RPA according to which both parties agreed that the Purchasers’ repayment schedule shall be annually capped, starting on January 1, 2023, of any given calendar year. On December 21, 2023, the Company signed an amendment to the RPA adopting new marketing budget for the year 2024 and also allowing the Company to apply for a lower amount than as contemplated under such amendment. On May 6, 2024, the Company signed an additional amendment to the RPA. On September 12, 2024, the Company has signed a payoff letter with the Purchaser which allowed the Company, among others, to repay all amounts extended to it by the Purchaser pursuant to the terms specified in such payoff letter. The total funds provided by the debtor to the Company during the nine months period ended September 30, 2024 amounted to $95,231. The Company recorded the proceeds as a liability related to the sale of future revenue that will be amortized using the effective interest method over the estimated life of the related expected royalties. The liability and the related interest expense are based on the Company's current estimates of future royalties. The Company periodically assesses the expected royalty payments and to the extent the future estimates or timing of such payments are materially different than previous estimates, the Company will adjust the debt's carrying amount. The adjustments to the carrying amount are recognized as interest expense in the period in which it occurs. NOTE 5. CONVERTIBLE PREFERRED SHARES, SHAREHOLDERS’ DEFICIT AND EQUITY INCENTIVE PLAN As of September 30, 2024, convertible preferred share consists of: Authorized, issued and out standing Carrying value Preferred Seed-1 1,035,335 10,000 Preferred Seed-2 696,778 4,250 Preferred A 652,494 39,860 2,384,607 54,110 a. Composition of share capital: (1) Ordinary shares confer upon their holders’ voting rights, the right to participate in shareholders meetings (each share confers one vote), the right to participate in any distribution of dividends and the right to take part in the division of the surplus assets in a case of the winding up the Company, subject to the terms of the AOA.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 12 - (2) Preferred Seed shares are entitled to the same rights conferred by the ordinary shares in addition to the following rights as well as customary anti-dilution rights: In the event of Liquidation, Deemed Liquidation (e.g., change in control) or a Distribution, as defined in the Company's Articles of Association (the "AOA"), the holders of Series Seed shall be entitled to receive, on a pro rata and Pari passu basis among them, prior and in preference to any distribution in respect of the ordinary shares, but after the preference rights of the Preferred A Shares as specified below, an amount for each Series Seed Share held by them equal to the greater of (i) the sum of the applicable original issue price of such share, or (ii) the amount such holder would actually receive if such preferred share had been converted into ordinary shares immediately prior to such distribution event; in each case, plus any dividends declared but unpaid on such share, and less any amounts previously paid in respect of such share, in accordance with the company's AOA. (3) Preferred A shares are entitled to the same rights conferred by the ordinary shares, in addition to the following rights as well as customary anti-dilution rights: In the event of Liquidation, Deemed Liquidation (e.g., change in control) or a Distribution, as defined in the Company's AOA, the holders of Preferred A shares shall be entitled to receive, on a pro rata and Pari passu basis among them, prior and in preference to any distribution in respect of the Series Seed Shares and ordinary shares, an amount for each Preferred A Share held by them equal to the greater of (i) the sum of the applicable original issue price of such share, or (ii) the amount such holder would actually receive if such preferred share had been converted into ordinary shares immediately prior to such distribution event; in each case, plus any dividends declared but unpaid on such share, and less any amounts previously paid in respect of such share in accordance with the company's AOA. In liquidation event (e.g., change in control) the liquidation preference provisions of the Preferred Seed shares and Preferred A shares are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the Preferred Seed shares and Preferred A shares have been presented outside of permanent equity in the temporary equity (mezzanine) section of the condensed consolidated financial statements. As of September 30, 2024 and December 31, 2023, the Company did not adjust the carrying values of the Preferred Seed shares and Preferred A shares to the deemed liquidation values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate liquidation values will be made only when it becomes probable that such a deemed liquidation event will occur. On December 12, 2022, the Company signed a Share Purchase Agreement (the "SPA") with new and existing investors, upon which, the Company issued 652,494 Preferred A shares of NIS 0.01 par value each, for an aggregate amount of $39,860, net of issuance expenses in the amount of $140, reflecting a price of $61.09 per share.

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 13 - b. Overview of Stock Incentive Plan In 2019, the Company adopted the 2019 Equity Incentive Plan for granting stock options to purchase shares of the Company to subcontractors, employees, officers and directors as an incentive to attract and retain qualified personnel. A summary of the stock option activity for the nine months period ended September 30, 2024, is as follows: Number of options Weighted- average exercise price Weighted average remaining contractual term Outstanding as of December 31, 2023 683,643 $ 15.56 7.84 Granted 31,194 $ 43.72 9.75 Exercised (9,569) $ 9.65 - Forfeited (10,997) $ 30.24 - Outstanding as of September 30, 2024 694,271 $ 16.67 7.24 Options available for future grants 1,159 NOTE 6. COMMITMENTS AND CONTINGENCIES On June 24, 2024, the Company entered into a License Agreement with a well-known international corporation in the entertainment industry (the “Licensor” and the “License Agreement,” respectively). Through this License Agreement, the Company obtained certain rights to create a new game based on certain intellectual property owned by the Licensor (the “Title”), subject to the terms specified therein. Under the License Agreement, the Company is obligated to pay royalties to the Licensor based on revenues actually received by the Company from the Title, provided that the Company is required to pay certain non-refundable guarantees in order to ensure that a minimum amount of royalties will be paid. The Company is also bound by certain obligations to spend minimum amounts on marketing and development of the Title, until the Title is launched and following its launch, as further detailed in the License Agreement. NOTE 7. REVENUE FROM CONTRACTS WITH CUSTOMERS The following table provides information about disaggregated revenue by geographic location of the Company's players and type of platform:

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 14 - Nine months ended September 30, 2024 2023 (unaudited) (unaudited) Israel $ 919 $ 445 USA 145,883 61,386 EMEA 92,958 43,253 APAC 11,716 4,173 Other 12,115 4,039 Total $ 263,591 $ 113,296 Contract balances Payments from players for virtual items are collected by platform providers or payment processors and remitted to the Company (net of the platform or clearing fees) generally within 45 days after the player transaction. The Company’s right to receive the payments collected by the platform providers or payment processors is recorded as an account receivable as the right to receive payment is unconditional. Deferred revenues, which represent a contract liability, represent mostly unrecognized fees billed for virtual items which have not yet been consumed at the balance sheet date. Platform fees paid to platform providers or payment processors and associated with deferred revenues represent a contract asset. September 30, December 31, 2024 2023 (unaudited) Account receivables 34,226 18,913 Contract assets (1) 90 39 Contract liability (2) 309 128 (1) Contract assets are included within other receivables as “deferred charges” in the Company’s consolidated balance sheets. (2) Contract liabilities are included within accrued expenses and other current liabilities as “deferred revenues” in the Company’s consolidated balance sheets. During the nine months period ended September 30, 2024, the Company recognized all of its contract liabilities balance as of December 31, 2023. NOTE 8. RELATED PARTIES a. Balances: September 30, December 31, 2024 2023 (unaudited) Loans (1) $ 108,954 $ 70,443 Employees and payroll accruals – Shareholders and CEO $ 73 $ 48

SUPER PLAY LTD. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share and per share data) - 15 - b. Transactions: Nine Months Ended September 30, 2024 2023 (unaudited) (unaudited) Loans interest expenses (1) $ 8,951 $ 5,457 Payroll and related expenses – Shareholders and CEO $ 825 $ 426 (1) See note 4b, with respect to Loans with a related parties.

Exhibit 99.3

PLAYTIKA HOLDING CORP

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS


						Page

Introduction						1

Pro Forma Combined Balance Sheet as of September 30, 2024						3

Pro Forma Combined Statement of Comprehensive Income for the year ended December 31, 2023						5

Pro Forma Combined Statement of Comprehensive Income for the nine months ended September 30, 2024						6

Notes to the Pro Forma Combined Financial Statements						7

PLAYTIKA HOLDING CORP

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Introduction

On November 20, 2024, Playtika Holding Corp. (the “Company”) and Playtika Ltd. (“Playtika Limited”), a wholly owned subsidiary of the Company, completed Playtika Limited’s previously announced acquisition (the “Acquisition”) of all of the issued and outstanding share capital of SuperPlay Ltd. (“SuperPlay”) pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”), dated September 18, 2024, by and among the Company, Playtika Limited, SuperPlay, the shareholders of SuperPlay (the “Sellers”) and Gigi Levy-Weiss, as the shareholder representative, for an aggregate purchase price equal to (i) $700.0 million, payable at the closing of the Transaction, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $1.250 billion, the amounts of which will be based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period. The cash portion of the consideration paid to the Sellers was subsequently decreased to $686.9 million pursuant to the post-closing adjustment provisions in the Purchase Agreement and is subject to further adjustments based on the Purchase Agreement.

The following unaudited pro forma combined financial statements present the combination of the historical consolidated financial statements of the Company and SuperPlay, adjusted to give effect to the Acquisition. These unaudited pro forma combined financial statements do not include any adjustments not otherwise described herein, including such adjustments associated with (1) operations of the Company or SuperPlay after September 30, 2024, (2) potential synergies that may be achieved following the Acquisition, or (3) any one-time integration and other costs related to the Acquisition that may be incurred following the closing of the Acquisitions, to the extent such costs are not reasonably certain.

The unaudited pro forma combined financial information contained herein was prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”, in order to give effect to the Acquisition and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined statements of comprehensive income for the year ended December 31, 2023 and the nine months ended September 30, 2024 were prepared as if the Acquisition occurred on January 1, 2023. The unaudited pro forma combined balance sheet was prepared as if the Acquisition occurred on September 30, 2024. The pro forma adjustments give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) with respect to the unaudited pro forma combined statements of comprehensive income, expected to have a continuing impact on the combined results of the Company and SuperPlay following the Acquisition.

The historical financial information of the Company is derived from the audited consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2023 and the unaudited consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2024. The historical financial information of SuperPlay is derived from the audited consolidated financial statements of SuperPlay for the year ended December 31, 2023 and the unaudited consolidated financial statements of SuperPlay for the nine months ended September 30, 2024.

The unaudited pro forma combined financial statements have been prepared by management for illustrative purposes only and do not purport to represent what the results of operations, financial condition or other financial information of the Company would have been if the Acquisition had occurred as of the dates indicated or what such results or financial condition will be for any future periods. The unaudited pro forma combined financial statements have been compiled in a manner consistent with the Company’s accounting policies and are based on preliminary estimates and assumptions considered appropriate by the Company’s management and on the information available at the time of the preparation thereof. Any of these preliminary estimates and assumptions may change, be revised or prove to be materially different, and the estimates and assumptions may not be representative of facts existing at the time of the

Acquisition. The unaudited pro forma combined financial statements do not reflect any cost savings and synergies expected to result from the Acquisition (and associated costs to achieve such savings or synergies), nor any costs associated with severance, restructuring or integration activities resulting from the Acquisition.

The unaudited pro forma combined financial statements should be read in conjunction with (1) the accompanying notes to the unaudited pro forma combined financial statements, (2) Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical consolidated financial statements of the Company and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as previously filed with the Securities and Exchange Commission, and (3) the historical financial statements of SuperPlay and the accompanying notes as of and for the year ended December 31, 2023 and the nine months ended September 30, 2024, included as Exhibits 99.1 and 99.2 to the Company's Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 22, 2025 (the “Form 8-K”) of which this Exhibit 99.3 is a part.

PLAYTIKA HOLDING CORP

Pro Forma Combined Balance Sheet

As of September 30, 2024

(In millions, except par value)

(Unaudited)


	Playtika				Pro Forma			Pro Forma
	Holding Corp.		SuperPlay		Adjustments			Combined
ASSETS
Current assets
Cash and cash equivalents	$	1,145.9	$	18.6	$	(705.5)	(a)	$	459.0
Short-term bank deposits	55.8		10.0		(10.0)		(a)	55.8
Restricted cash	1.5		—		—			1.5
Accounts receivable	159.6		34.2		—			193.8
Prepaid expenses and other current assets	107.3		4.6		—			111.9
Total current assets	1,470.1		67.4		(715.5)			822.0
Property and equipment, net	108.8		3.0		—			111.8
Operating lease right-of-use assets	92.0		5.4		—			97.4
Intangible assets other than goodwill, net	263.8		—		352.0		(b)	615.8
Goodwill	988.7		—		684.9		(c)	1,692.2
					24.1		(d)
					(5.5)		(a)
Deferred tax assets, net	100.4		—		—			100.4
Investment in unconsolidated entities	19.1		—		—			19.1
Other non-current assets	146.2		3.3		—			149.5
Total assets	$	3,189.1	$	79.1	$	340.0		$	3,608.2

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabiliies
Current maturities of long-term debt	$	11.7	$	44.5	$	(44.5)	(a)	$	11.7
Short-term revolving credit line	—		30.0		(30.0)		(a)	—
Accounts payable	36.5		2.8		—			39.3
Operating lease liabilities, current	19.0		1.6		—			20.6
Accrued expenses and other current liabilities	384.9		37.4		7.6		(e)	429.9
Total current liabilities	452.1		116.3		(66.9)			501.5
Long-term debt	2,391.2		64.4		(64.4)		(a)	2,391.2
Contingent consideration	23.5		—		350.0		(b)	373.5
Other long-term liabilities, including employee related benefits	325.3		—		—			325.3
Operating lease liabilities, long-term	78.3		3.2		—			81.5
Deferred tax liabilities, net	16.7		—		24.1		(d)	40.8
Total liabilities	3,287.1		183.9		242.8			3,713.8


	Playtika				Pro Forma			Pro Forma
	Holding Corp.		SuperPlay		Adjustments			Combined
Commitments and contingencies
Convertible preferred shares
Convertible preferred shares of NIS 0.01 par value: 2.4 shares authorized as of September 30, 2024; 2.4 shares issued and outstanding as of September 30, 2024	—		54.1		(54.1)		(a)	—
Stockholders' equity (deficit)
Common stock of $0.01 par value; 1,600.0 shares authorized; 372.6 shares issued and outstanding at September 30, 2024	4.1		—		—			4.1
Treasury stock at cost (51.8 shares at September 30, 2024)	(603.5)		—		—			(603.5)
Additional paid-in capital	1,334.7		9.2		(9.2)		(a)	1,334.7
Accumulated other comprehensive loss	7.0		—		—			7.0
Accumulated deficit	(840.3)		(168.1)		168.1		(a)	(847.9)
					(7.6)		(e)
Total stockholders' deficit	(98.0)		(104.8)		97.2			(105.6)
Total liabilities and stockholders' equity (deficit)	$	3,189.1	$	79.1	$	340.0		$	3,608.2

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

PLAYTIKA HOLDING CORP

Pro Forma Combined Statement of Comprehensive Income

Year Ended December 31, 2023

(In millions, except per share data)

(Unaudited)


	Playtika				Pro Forma			Pro Forma
	Holding Corp.		SuperPlay		Adjustments			Combined
Revenues	$	2,567.0	$	169.4	$	—		$	2,736.4
Costs and expenses
Cost of revenue	718.5		49.9		42.2		(h)	810.6
Research and development expenses	406.4		17.0		—			423.4
Sales and marketing expenses	585.7		119.9		57.0		(h)	762.6
General and administrative expenses	303.5		5.1		11.7		(e)	341.6
					8.8		(f)
					12.5		(g)
Impairment of intangible assets	51.3		—		—			51.3
Total costs and expenses	2,065.4		191.9		132.2			2,389.5
Income (loss) from operations	501.6		(22.5)		(132.2)			346.9
Interest expense and other, net	109.5		7.9		—			117.4
Income (loss) before income taxes	392.1		(30.4)		(132.2)			229.5
Provision for income taxes	157.1		—		(17.2)		(d)	139.9
Net income (loss)	235.0		(30.4)		(115.0)			89.6
Other comprehensive income (loss)
Foreign currency translation	5.6		—		—			5.6
Change in fair value of derivatives	(2.6)		—		—			(2.6)
Total other comprehensive income (loss)	3.0		—		—			3.0
Comprehensive income (loss)	$	238.0	$	(30.4)	$	(115.0)		$	92.6

Net income per share attributable to common stockholders, basic	$	0.64						$	0.24
Net income per share attributable to common stockholders, diluted	$	0.64						$	0.24
Weighted-average shares used in computing net income per share attributable to common stockholders, basic	366.3				—			366.3
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted	366.8				—			366.8

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

PLAYTIKA HOLDING CORP

Pro Forma Combined Statement of Comprehensive Income

Nine Months Ended September 30, 2024

(In millions, except per share data)

(Unaudited)


	Playtika				Pro Forma			Pro Forma
	Holding Corp.		SuperPlay		Adjustments			Combined
Revenues	$	1,899.0	$	263.6	$	—		$	2,162.6
Costs and expenses
Cost of revenue	513.3		78.4		31.6		(h)	623.3
Research and development expenses	306.7		20.3		—			327.0
Sales and marketing expenses	509.7		221.3		42.8		(h)	773.8
General and administrative expenses	196.7		8.8		7.6		(e)	230.9
					8.4		(f)
					9.4		(g)
Impairment of intangible assets	36.3		—		—			36.3
Total costs and expenses	1,562.7		328.8		99.8			1,991.3
Income (loss) from operations	336.3		(65.2)		(99.8)			171.3
Interest expense and other, net	77.4		10.2		—			87.6
Income (loss) before income taxes	258.9		(75.4)		(99.8)			83.7
Provision for income taxes	80.0		—		(12.9)		(d)	67.1
Net income (loss)	178.9		(75.4)		(86.9)			16.6
Other comprehensive income (loss)
Foreign currency translation	1.9		—		—			1.9
Change in fair value of derivatives	(15.5)		—		—			(15.5)
Total other comprehensive income (loss)	(13.6)		—		—			(13.6)
Comprehensive income (loss)	$	165.3	$	(75.4)	$	(86.9)		$	3.0

Net income per share attributable to common stockholders, basic	$	0.48						$	0.04
Net income per share attributable to common stockholders, diluted	$	0.48						$	0.04
Weighted-average shares used in computing net income per share attributable to common stockholders, basic	371.4				0.5		(e)	371.9
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted	371.7				0.7		(e)	372.4

The accompanying notes are an integral part of these unaudited pro forma combined financial statements.

PLAYTIKA HOLDING CORP

Notes to the Pro Forma Combined Financial Statements

(Unaudited)

NOTE 1. BASIS OF PRO FORMA PRESENTATION

On November 20, 2024, the Company completed the Acquisition of all of the issued and outstanding share capital of SuperPlay from the Sellers for aggregate consideration consisting initially of (i) $700.0 million, payable at the closing of the Transaction, subject to certain post-closing adjustments, plus (ii) earnout payments of up to $1.250 billion, the amounts of which will be based on certain gross revenue growth and Adjusted EBITDA metrics of SuperPlay during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period. The cash portion of the consideration paid to the Sellers was subsequently decreased to $686.9 million pursuant to the post-closing adjustment provisions in the Purchase Agreement and is subject to further adjustments based on the Purchase Agreement.

The unaudited pro forma combined financial statements present the combination of the historical consolidated financial statements of the Company and SuperPlay, adjusted to give effect to the Acquisition. These unaudited pro forma combined financial statements do not include any adjustments not otherwise described herein, including such adjustments associated with (1) operations of the Company or SuperPlay after September 30, 2024, (2) potential synergies that may be achieved following the Acquisition, (3) any one-time integration and other costs related to the Acquisition that may be incurred following the closing of the Acquisitions, to the extent such costs are not reasonably certain, or (4) conforming SuperPlay’s financial statements to the Company’s accounting policies set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. See the introduction to the unaudited pro forma combined financial statements for a discussion of the assumptions, estimates and qualifications underlying the preparation of the unaudited pro forma combined financial statements and the related adjustments.

NOTE 2. PURCHASE PRICE

The Acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). The following is a preliminary summary of the components of the purchase price paid by the Company to the Sellers in the Acquisition (after taking into account the adjustment to the cash portion of the purchase price pursuant to the post-closing adjustment provisions of the Purchase Agreement, as described above, subject to further adjustments based on the Purchase Agreement):


(in millions)
Consideration paid as of November 20, 2024	$	686.9
Estimated acquisition date fair value of contingent consideration	350.0
Cash acquired in acquisition	19.9
Deferred consideration	(1.9)
Total consideration	$	1,054.9

NOTE 3. PURCHASE PRICE ALLOCATION

ASC 805 requires that, among other things, the assets acquired and liabilities assumed or incurred be recognized at their fair values, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill.

The following is a preliminary summary of the estimated fair values of the assets acquired and liabilities assumed or incurred as of the Acquisition date:


(in millions)
Accounts receivable	$	27.5
Other current assets	6.7
Property and equipment	9.8
Deferred consideration	1.9
Intangible assets	352.0
Goodwill	711.4
Deferred tax liability	(24.1)
Contingent consideration	(350.0)

Liabilities assumed	(48.3)
Total identifiable assets acquired and liabilities assumed or incurred	$	686.9

Management has estimated the fair values of assets acquired and liabilities assumed or incurred in the Acquisition for use in these pro forma financial statements based upon management’s preliminary financial models for the Acquisition and upon similar allocations from prior acquisitions. The preliminary estimates require the use of various assumptions, including, among others, assumptions regarding future operating results, valuation multiples, and discount rates. The closing date fair value of contingent consideration was estimated using a Monte Carlo simulation model, which also relies on several of these same valuation input assumptions. Changes in these assumptions can materially affect these estimates. Management has engaged a third-party valuation specialist to assist the Company with finalizing these allocations, with such allocation process currently under review by both the Company and the third-party specialist, and are subject to change. Thus, it is possible that the estimates of fair value to be used by the Company in its upcoming Annual Report on Form 10-K could be different than the estimated allocations presented herein.

NOTE 4. RECLASSIFICATIONS TO UNAUDITED PRO FORMA COMBINED FINANCIAL

STATEMENTS

For purposes of the unaudited pro forma combined financial statements, the following captions from the SuperPlay consolidated historical balance sheet as of September 30, 2024, which is filed as Exhibit 99.2 of the Company’s Form 8-K, have been reclassified to conform to the presentation of the Company:

•$4.6 million from Other receivables was reclassified into Prepaid expenses and other current assets.

•$1.0 million from Restricted cash was reclassified into Other non-current assets.

•$5.8 million from Employees and payroll accruals was reclassified into Accrued expenses and other current liabilities.

NOTE 5. PRO FORMA ADJUSTMENTS

The pro forma adjustments included in the unaudited pro forma combined financial statements are based on preliminary estimates and assumptions that are subject to change and are as follows:

(a) Reflects the net cash payment related to the Acquisition (after taking into account the post-closing adjustment to the cash portion of the purchase price under the Purchase Agreement) and the elimination of the pre-close SuperPlay cash, debt, and equity balances to reflect the Acquisition on a cash-free, debt-free basis. It should be noted that the results of operations for the reported periods include the interest expense incurred prior to the acquisition date related to SuperPlay’s agreement to sell accounts receivable to Nirvana Funding.

(b) Reflects the preliminary allocation of the purchase price to the acquired tangible and intangible assets based on their estimated fair values (see Note 3).

(c) Reflects the difference between the purchase price and the estimated fair values of the identified assets acquired and liabilities assumed or incurred, which is recorded as goodwill (see Note 3).

(d) Reflects certain net deferred tax balances arising as a result of the form of the Acquisition and the associated amortization.

(e) Reflect transaction costs of the Company incurred in related to the Acquisition that are not recored within the historical consolidated financial statements.

(f) Reflects the adjustment to stock-based compensation expense as a result of additional revenue from the Acquisition included in performance achievement calculations for PSU awards granted to employees of the Company. PSUs that were achieved based on 2023 performance were vested in 2024.

(g) Reflects the adjustment for retention payments to be paid to selling employee shareholders of SuperPlay that will continue as employees of the Company after the Acquisition. The 4-year term of the retention plan is assumed to have been adjusted to start on January 1 of the pro forma combined statement of comprehensive Income period presented with no assumed change to the duration of the plan.

(h) Reflects the adjustment to amortization expense for intangible assets acquired by the Company resulting from the effect of the preliminary purchase price allocation.

Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Nov. 20, 2024
Entity File Number	001-39896
Entity Registrant Name	PLAYTIKA HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-3634591
Entity Address, Address Line One	c/o Playtika Ltd.
Entity Address, Address Line Two	HaChoshlim St 8
Entity Address, City or Town	Herzliya Pituach
Entity Address, Country	IL
City Area Code	972-73
Local Phone Number	316-3251
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PLTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001828016
Amendment Flag	true

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