The accompanying notes are an integral part of these unaudited condensed
financial statements.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
NOTES TO CONDENSED Consolidated
FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Acies Acquisition
Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 14, 2020. The
Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination with one or more businesses (the “Business Combination”). On
February 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Merger
Sub, Second Merger Sub and PlayStudios, Inc., a Delaware Corporation, (“PlayStudios”) relating to a proposed Business
Combination transaction between the Company and PlayStudios (the “Transaction”).
The Company has two subsidiaries, Catalyst
Merger Sub I, Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021 (“First Merger
Sub”) and Catalyst Merger Sub II, LLC, a direct wholly owned subsidiary of the Company incorporated in Delaware on January 27, 2021
(“Second Merger Sub”) (see Note 8).
As of March 31, 2021, the Company
had not yet commenced any operations. All activity for the period August 14, 2020 (inception) through March 31, 2021 relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target
company for a Business Combination and activities in connection with the proposed acquisition of PlayStudios (see Note 9).
The registration statement for
the Company’s Initial Public Offering became effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial
Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units
sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3.
Simultaneously with
the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants (the “Private Placement Warrants”)
at a price of $1.50 per Private Placement Warrant in a private placement to Acies Acquisition, LLC, a Delaware limited liability
company (the “Sponsor”), generating gross proceeds of $6,500,000, which is described in Note
4.
Following
the closing of the Initial Public Offering on October 27, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust
Account”) and invested in U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or
less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of
the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii)
the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
On November 9, 2020, the Company consummated the
sale of an additional 1,525,000 Units, at $10.00 per Unit, and the sale of an additional 203,334 Private Placement Warrants, at $1.50
per Private Placement Warrant, generating total gross proceeds of $15,555,000. A total of $15,250,000 of the net proceeds was deposited
into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $215,250,000.
Transaction costs amounted to $12,363,821, consisting
of $4,305,000 of underwriting fees, $7,533,750 of deferred underwriting fees and $525,071 of other offering costs.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing
a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have
a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions
held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the
target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment
company under the Investment Company Act. There is no assurance that the Company will be able to effect a Business Combination successfully.
The Company will
provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The
public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants.
The Company will proceed with a
Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of
a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the
Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for
business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the
“Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer
rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to
completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides
to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in
connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public
Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public
shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or
don’t vote at all.
Notwithstanding the above, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive
its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
by October 27, 2022 (or by January 27, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement
for a Business Combination by October 27, 2022) (the “Combination Period”) and (c) not to propose an amendment to the Amended
and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete
a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination
activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any
such amendment.
The Company will have until the end of the
Combination Period to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case
to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless
if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed
to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the
Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be
entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account
in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims
under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for
such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent
auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
At March 31, 2021, we have $264,630 in its operating bank
accounts, $215,289,800 in securities held in the Trust Account, to be for a Business Combination or to repurchase or redeem its ordinary
shares in connection therewith and working capital of $832,878.
Until the consummation of a Business Combination,
the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing
due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring,
negotiating, and consummating the Business Combination.
If the Business Combination is not consummated,
the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors,
or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business
Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets
or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period from August 14, 2020 (Inception)
through December 31, 2020, as filed with the SEC on May 10, 2021, and amended on May 12, 2021. The interim results for the three months
ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future
periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as
an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020, substantially
all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A
Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares
(including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all
other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain
future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ equity section of the Company’s balance sheets.
Warrant Liability
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated
using a Monte Carlo simulation approach (see Note 10).
Income Taxes
The Company complies with the accounting
and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement
and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31,
2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
The Company is considered an
exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Income per Ordinary Share
Net income per ordinary share is computed by dividing net income by
the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants
sold in the Public Offering and Private Placement to purchase an aggregate of 11,711,667 shares in the calculation of diluted income per
share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would
be anti-dilutive.
The Company’s statement of operations includes
a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income
per share. Net income per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing
the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary
shares subject to possible redemption outstanding since original issuance.
Net income per share, basic and diluted, for non-redeemable
ordinary shares is calculated by dividing the net income, adjusted for income or loss on marketable securities attributable to Class A
ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.
Non-redeemable ordinary shares includes Founder
Shares and non-redeemable Class A shares as these shares do not have any redemption features. Non-redeemable ordinary shares participates
in the income or loss on marketable securities based on Class A non-redeemable share’s proportionate interest.
The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except per share amounts):
|
|
Three Months
Ended March 31,
2021
|
|
Ordinary shares subject to possible redemption
|
|
|
|
|
Numerator: Earnings allocable to ordinary shares subject to possible redemption
|
|
|
|
|
Interest earned on marketable securities held in Trust Account
|
|
$
|
15,212
|
|
Unrealized loss on marketable securities held in Trust Account
|
|
|
(3,071
|
)
|
Net Income allocable to shares subject to redemption
|
|
$
|
12,141
|
|
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
17,950,991
|
|
Basic and diluted net income per share
|
|
$
|
0.00
|
|
|
|
|
|
|
Non-Redeemable Ordinary Shares
|
|
|
|
|
Numerator: Net income minus Net Earnings
|
|
|
|
|
Net Income
|
|
$
|
6,258,699
|
|
Less: Net income allocable to Class A ordinary shares subject to possible redemption
|
|
|
(12,141
|
)
|
Non-Redeemable Net Income
|
|
$
|
6,246,558
|
|
Denominator: Weighted Average Non-Redeemable Ordinary Shares
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
8,955,259
|
|
Basic and diluted net income per share
|
|
$
|
0.70
|
|
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs
such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active
markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from
valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed
financial statements.
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1,
2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations
or cash flows.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 21,525,000 Units, at
a purchase price of $10.00 per Unit, inclusive of 1,525,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’
election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable
warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per whole share (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price
of $1.50 per Private Placement Warrant ($6,500,000 in the aggregate), each exercisable to purchase one Class A ordinary share at a price
of $11.50 per share. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment
option, the Company sold an additional 203,334 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant,
generating gross proceeds of $305,000. The proceeds from the sale of the Private Placement Warrants were
added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On September
15, 2020, the Sponsor paid $25,000 in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On
October 20, 2020, the Sponsor surrendered and the Company canceled 2,875,000 Class B ordinary shares resulting in 5,750,000 Class B
ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share
cancellation. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by
the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor
would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public
Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the
underwriters’ election to partially exercise their over-allotment option on November 9, 2020, a total of 381,250 Founder
Shares are no longer subject to forfeiture and 368,750 Founder Shares were forfeited, resulting in an aggregate of 5,381,250 Founder
Shares issued and outstanding.
The Sponsor has agreed,
subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after
the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y)
the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property.
Administrative
Support Agreement
The Company
entered into an agreement, commencing on October 22, 2020, to pay the Sponsor a total of $10,000 per month for office space, secretarial
and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying
these monthly fees. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. Additionally,
the Company has prepaid $20,000 as of March 31, 2021 and December 31, 2020 which is included in prepaid expenses which is included in
the accompanying condensed balance sheets.
Related Party Loans
In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors
and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
The Working Capital Loans would
either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000
of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant.
The warrants would be identical to the Private Placement Warrants.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant
to a registration rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and
any warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise
of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the
Founder Shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration
and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lockup period. The registration rights agreement does
not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter is
entitled to a deferred fee of $0.35 per Unit, or $7,533,750 in the aggregate. The deferred fee will become payable to the underwriter
from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement.
Legal Proceedings
On March 2, 2021, a lawsuit was filed in the Superior Court of
California, Los Angeles County, by a purported Acies stockholder in connection with the Business Combination: McCart v. Acies
Acquisition Corp., et al., (Sup. Ct. L.A. County) (the “Complaint”). The Complaint names Acies and members of our Board
of Directors as defendants. The Complaint alleges breach of fiduciary duty against members of our Board of Directors and aiding and
abetting our Board of Directors’ breach of fiduciary duties against Acies. The Complaint also alleges that the registration
statement on Form S-4 filed by Acies containing the proxy statement / prospectus related to the Business Combination is materially
deficient and omits and/or misrepresents material information including, among other things, certain financial information, details
regarding Acies’ financial advisors, and other information relating to the background of the Business Combination. The
Complaint generally seeks to enjoin the Business Combination or in the event that it is consummated, recover damages.
Another purported Acies stockholder sent a demand letter on February
19, 2021 (the “Demand”), making similar allegations to those made in the Complaint and demanding additional disclosure regarding
the Business Combination.
Acies believes the allegations made in the Complaint and Demand are
without merit and intends to defend these lawsuits; however, Acies cannot predict with certainty the ultimate resolution of any proceedings
that may be brought in connection with these allegations.
NOTE 7. SHAREHOLDERS’ EQUITY
Preferred Shares
— The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred shares. At March 31, 2021 and December 31,
2020, there were no preferred shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue up to 500,000,000 Class A ordinary shares, $0.0001 par value per share. Holders of the Company’s
ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,949,428 and 3,574,009 Class
A Ordinary Shares issued and outstanding, excluding 18,575,572 and 17,950,991 Class A Ordinary Shares subject to possible redemption,
respectively.
Class B Ordinary
Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, $0.0001 par value per share. Holders
of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 5,381,250
Class B Ordinary Shares issued and outstanding.
Holders of Class A
ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders,
except as required by law.
The Class B ordinary
shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders
thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial
Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise
of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation
of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class
A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued
to the Sponsor, its affiliates or any member of management team upon conversion of Working Capital Loans. In no event will the Class B
ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
NOTE 8. WARRANT
LIABILITY
Public Warrants may
only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants
will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing
of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier
upon redemption or liquidation.
The Company will not
be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle
such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying
its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary
shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has
agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will
use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to
cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the
effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants
expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who
exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in
the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the
Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the
warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there
is an effective registration statement and during any period when the Company will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.
Redemption of Warrants
When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem
the outstanding Public Warrants:
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in whole and not in part;
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at a price of $0.01 per Public Warrant;
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upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
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if, and only if, closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
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If and when the warrants
become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the
underlying securities for sale under all applicable state securities laws.
Redemption of Warrants
When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem
the outstanding warrants:
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in whole and not in part;
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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A Ordinary Shares; and
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if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders.
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The exercise price
and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the
event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described
below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in
no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside
of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x)
the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any
such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the
consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.
The Private Placement
Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement
Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable
or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held
by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants.
NOTE 9. BUSINESS COMBINATION
The Mergers
On February 1, 2021, the Company entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Catalyst Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary
of ours (“First Merger Sub”), Catalyst Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned
subsidiary of ours (“Second Merger Sub”), and PlayStudios, Inc., a Delaware corporation (“PlayStudios”). The Merger
Agreement provides that, subject to the approval of Acies’ shareholders and upon the terms and subject to the conditions thereof,
the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business
Combination”):
(i) at the closing of the transactions contemplated by the Merger
Agreement (the “Closing”) (x) in accordance with the Delaware General Corporation Law, as amended (the “DGCL”),
First Merger Sub will merge with and into PlayStudios and PlayStudios will be the surviving corporation and a wholly owned subsidiary
of Acies (the “First Merger”) and (y) immediately following the First Merger, and as part of an integrated transaction with
the First Merger, PlayStudios will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the Second
Merger and a wholly owned subsidiary of Acies (the “Second Merger” and, together with the First Merger, the “Mergers”);
(ii) as a result of the Mergers, among other things, each outstanding
share of common stock of PlayStudios (“PlayStudios Common Stock”) and each share of preferred stock of PlayStudios (“PlayStudios
Preferred Stock”) issued and outstanding as of the effective time of the First Merger (the “Effective Time”) will be
cancelled in exchange for the right to receive the following:
(a) if the holder of such share makes an election
to receive cash (“Cash Electing Share”), an amount of cash, without interest, equal to the quotient of $1,041,000,000 divided
by the sum of, as of immediately prior to the Effective Time, (x) the number of issued and outstanding shares of PlayStudios Common Stock
(including, without duplication, the number of issued and outstanding shares of PlayStudios Preferred Stock on an as-converted basis);
(y) the number of shares of PlayStudios Common Stock issued or issuable upon the exercise of all outstanding, vested and unexercised options
to purchase shares of PlayStudios Common Stock; and (z) the shares of PlayStudios Common Stock underlying any issued and outstanding warrants
of PlayStudios, in the case of (y) and (z) as determined on a net exercise basis (the “Per Share Merger Consideration Value”); provided, however,
that (1) the aggregate amount of Cash Electing Shares available to each holder shall not exceed 15% of the shares of PlayStudios
capital stock held by such holder; and (2) if the sum of the aggregate number of Dissenting Shares (as defined in the Merger Agreement)
and the aggregate number of Cash Electing Shares multiplied by (y) the Per Share Merger Consideration Value (such product, the “Aggregate
Cash Election Amount”), exceeds the Available Cash Consideration (as defined in the Merger Agreement, such Available Cash Consideration
not to exceed $150,000,000), then each Cash Electing Share shall be converted into the right to receive (A) an amount in cash, without
interest, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall
be the Available Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash
Fraction”) and (B) an amount of the stock consideration described in clause (b), below, multiplied by one minus the Cash Fraction;
(b) if the holder of
such share does not make a cash election, a number of validly issued, fully paid and nonassessable shares of New PlayStudios Class A
Common Stock (as defined below) equal to the quotient obtained by dividing (A) the Per Share Merger Consideration Value by (B)
$10.00, except that if any such shares are owned by Andrew S. Pascal (the “Founder”), or any member of the Pascal Family
Trust and their respective affiliates (collectively, the “Founder Group”), such share will instead receive a number of
validly issued, fully paid and nonassessable shares of New PlayStudios Class B Common Stock par value $0.0001 per share (the
“New PlayStudios Class B Common Stock”), equal to the quotient obtained by dividing (A) the Per Share Merger
Consideration Value by (B) $10.00. The shares of New PlayStudios Class B Common Stock will have the same economic terms as the
shares of New PlayStudios Class A Common Stock, but the shares of New PlayStudios Class A Common Stock will be entitled to one vote
per share, and the shares of New PlayStudios Class B Common Stock will be entitled to 20 votes per share. Any shares of New
PlayStudios Class B Common Stock that are transferred outside the Founder Group (except for certain permitted transfers) will
automatically convert into shares of New PlayStudios Class A Common Stock. In addition, the outstanding shares of New PlayStudios
Class B Common Stock will be subject to a “sunset” provision by which all outstanding shares of New PlayStudios Class B
Common Stock will automatically convert into shares of New PlayStudios Class A Common Stock (i) if holders representing a majority
of the New PlayStudios Class B Common Stock vote to convert the New PlayStudios Class B Common Stock into New PlayStudios Class A
Common Stock, (ii) if the Founder Group and its permitted transferees collectively no longer beneficially own at least 20% of the
number of shares of New PlayStudios Class B Common Stock collectively held by the Founder Group as of the Effective Time, or (iii)
on the nine-month anniversary of the Founder’s death or disability, unless such date is extended by a majority of independent
directors;
(iii) as a result of the Mergers, each outstanding share of PlayStudios
Common Stock and PlayStudios Preferred Stock issued and outstanding immediately prior to the Effective Time as well as any outstanding
unexercised vested options to purchase shares of PlayStudios Common Stock will also receive the contingent right to receive the applicable
Earnout Pro Rata Portion (as defined in the Merger Agreement) of an aggregate of 15,000,000 additional shares of New PlayStudios Class
A Common Stock (the “Earnout Shares”), which right shall be contingent upon certain price milestones that are more fully set
out in the Merger Agreement (the consideration described in the foregoing clauses (ii) and (iii), collectively, the “Merger Consideration”);
and
(iv) as a result of the Mergers, each outstanding and unexercised option
to purchase PlayStudios Common Stock, whether or not vested or exercisable, will be converted into an option to purchase a share of New
PlayStudios Class A Common Stock, except for any such option that is held by any member of the Founder Group, which will be converted
into an option to purchase a share of New PlayStudios Class B Common Stock.
The Board of Directors of Acies (the “Board”) has (i) approved
and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved
to recommend approval of the Merger Agreement and related matters by the shareholders of Acies.
The Domestication
Prior to the Closing, subject to the approval of Acies’ shareholders,
and in accordance with the DGCL, Cayman Islands Companies Law (2021 Revision) (the “CICL”) and Acies’ Amended
and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”),
Acies will effect a deregistration under the CICL and a domestication under Section 388 of the DGCL (by means of filing a certificate
of domestication (the “Certificate of Domestication”) with the Secretary of State of Delaware), pursuant to which Acies’
jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”).
In connection with the Domestication, (i) each of the then issued and
outstanding Acies Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class A Common Stock, par
value $0.0001 per share of New PlayStudios (after its Domestication) (the “New PlayStudios Class A Common Stock”, and together
with the New PlayStudios Class B Common Stock, the “New PlayStudios Common Stock”), (ii) each of the then issued and outstanding
Acies Class B Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New PlayStudios Class A Common Stock,
after giving effect to the forfeiture of certain Acies Class B Ordinary Shares held by the Sponsor pursuant to that certain Sponsor agreement
by and among PlayStudios, Acies and the Sponsor (the “Sponsor Support Agreement”), (iii) each then issued and outstanding
warrant of Acies will convert automatically, on a one-for-one basis, into a warrant to acquire one share of New PlayStudios Class A Common
Stock (“New PlayStudios Warrant”), on substantially the same terms and conditions as specified in the Warrant Agreement, dated
October 22, 2020, between Acies and Continental Stock Transfer & Trust Company, as warrant agent, after giving effect to the forfeiture
of certain warrants of Acies held by the Sponsor pursuant to the Sponsor Agreement.
Conditions to Closing
The Merger Agreement is subject to the
satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination
and related agreements and transactions by the respective shareholders of Acies and PlayStudios, (ii) effectiveness of the proxy
statement / prospectus on Form S-4 filed by Acies in connection with the Business Combination, (iii) expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iv) receipt of approval for listing on Nasdaq of
the shares of New PlayStudios Common Stock to be issued in connection with the Mergers, (v) that Acies shall not have redeemed Acies
Class A Ordinary Shares that would cause Acies to have less than $5,000,001 of net tangible assets upon Closing, and (vi) the
absence of any injunctions or statute, rule or regulation prohibiting the transactions.
Other conditions to PlayStudios’ obligations to consummate the
Mergers include, among others, that as of the Closing, the amount of cash available in (x) the Trust Account, after deducting the amount
required to satisfy Acies’ obligations to its shareholders (if any) that exercise their rights to redeem their Acies Class A Ordinary
Shares pursuant to the Cayman Constitutional Documents (but prior to payment of (A) any deferred underwriting commissions being held in
the Trust Account and (B) any transaction expenses of Acies or its affiliates) plus (y) the PIPE Investment (as defined below), is at
least $200,000,000 minus qualified expenses related to the cost of filing fees and seeking governmental approval of the Mergers.
Covenants
The Merger Agreement contains additional covenants, including, among
others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) PlayStudios
to prepare certain audited and unaudited consolidated financial statements of PlayStudios for inclusion in the proxy statement / prospectus
on Form S-4 related to the Business Combination, (iii) Acies and PlayStudios to prepare and Acies file a proxy statement / prospectus
on Form S-4 and take certain other actions to obtain the requisite approval of Acies shareholders of certain proposals regarding the Business
Combination (including the Domestication), and (iv) the parties to use reasonable best efforts to obtain necessary approvals from governmental
agencies.
Representations and Warranties
The Merger Agreement contains customary representations and warranties
by Acies, First Merger Sub, Second Merger Sub and PlayStudios. The representations and warranties of the respective parties to the Merger
Agreement generally will not survive the Closing.
Termination
The Merger Agreement may be terminated at any time prior to the Closing
(i) by mutual written agreement of Acies and PlayStudios, (ii) by PlayStudios or Acies, if (a) Closing has not occurred on or before August
15, 2021, subject to requirements set forth in the Merger Agreement, (b) any Governmental Order (as defined in the Merger Agreement) shall
have issued making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers or (c) Acies
shareholder approval is not obtained at an extraordinary general meeting of Acies shareholders, (iii) by Acies, if (a) the Company Support
Agreements (as defined below) are not delivered to Acies within twenty-four (24) hours after the date of the Merger Agreement, (b) any
breach of any representation, warranty, covenant or agreement on the part of PlayStudios set forth in the Merger Agreement, subject to
the conditions and certain exceptions contained therein, or (c) PlayStudios stockholder approval of the Mergers is not obtained within
forty-eight (48) hours of the time the Registration Statement becomes effective), or (iv) by PlayStudios, upon any breach of any representation,
warranty, covenant or agreement on the part of Acies set forth in the Merger Agreement, subject to the conditions and certain exceptions
contained therein.
Subscription Agreements
On February 1, 2021, Acies entered into
subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE
Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively
subscribed for 25,000,000 shares of New PlayStudios Class A Common Stock for an aggregate purchase price equal to $250 million (the
“PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the closing of the
transactions contemplated by the Merger Agreement, subject to the terms and conditions contemplated by the Subscription
Agreements.
The Subscription Agreements for the PIPE Investors provide for certain
registration rights. In particular, New PlayStudios will be required to, as soon as practicable but no later than 30 calendar days following
the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, New PlayStudios
will be required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date thereof, (ii) the
90th calendar day following the filing date thereof if the SEC notifies New PlayStudios that it will “review” the registration
statement and (iii) the 10th business day after the date New PlayStudios is notified in writing by the SEC that the registration
statement will not be “reviewed” or will not be subject to further review. New PlayStudios must use reasonable best efforts
to keep the registration statement effective until the earliest of: (i) the date on which all of the shares covered by the registration
statement have been sold, (ii) with respect to shares held by a particular subscriber, the date all shares held by such subscriber
may be sold without restriction under Rule 144 and (iii) three years from the date of effectiveness of the registration statement.
The Subscription Agreements will terminate with no further force and
effect upon the earliest to occur of: (a) such date and time as the Merger Agreement is terminated in accordance with its terms;
(b) the mutual written agreement of the parties to such Subscription Agreement; (c) if any of the conditions to closing set
forth in such Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated
by the Subscription Agreement fail to occur; and (d) August 16, 2021, if the Closing has not occurred by such date.
Sponsor Support Agreement
On February 1, 2021, Acies entered into a Sponsor Support Agreement,
pursuant to which the Sponsor and each director of Acies agreed, among other things, (i) to vote in favor of the Merger Agreement and
the transactions contemplated thereby, (ii) that 900,000 Acies Class B Ordinary Shares held by the Sponsor shall become unvested and subject
to forfeiture if certain earnout conditions described more fully in the Sponsor Support Agreement are not satisfied, (iii) to forfeit,
for no consideration, 850,000 Acies Class B Ordinary Shares held by the Sponsor and 715,000 Acies Private Placement Warrants (as defined
in the Sponsor Support Agreement), (iv) to forfeit additional Acies Class B Ordinary Shares conditioned on certain redemptions of Acies
Class A Ordinary Shares that are more fully set forth in the Sponsor Support Agreement and (v) not to transfer any Acies Class B Ordinary
Shares or Acies Private Placement Warrants (together, the “Sponsor Lockup Securities”) until the date that is 12 months after
the Closing, except that on the date that is 180 days after the Closing, an amount of Sponsor Lockup Securities equal to the lesser of
(A) 5% of the Sponsor Lockup Securities held by each holder of Sponsor Lockup Securities and (B) 50,000 Sponsor Lockup Securities held
by each holder of Sponsor Lockup Securities, will no longer be subject to the transfer restrictions in each case, subject to the terms
and conditions contemplated by the Sponsor Support Agreement.
Company Support Agreements
On February 2, 2021, Acies also entered into Voting and Support Agreements
(the “Company Support Agreements”), by and among Acies, PlayStudios and certain stockholders of PlayStudios (the “Key
Stockholders”). Under the Company Support Agreements, the Key Stockholders agreed, within forty-eight (48) hours following the SEC
declaring effective the proxy statement/prospectus relating to the approval by Acies shareholders of the Business Combination, to execute
and deliver a written consent with respect to the outstanding shares of PlayStudios Common Stock and PlayStudios Preferred Stock held
by the Key Stockholders adopting the Merger Agreement and related transactions and approving the Business Combination. The shares of PlayStudios
Common Stock and PlayStudios Preferred Stock that are owned by the Key Stockholders and subject to the Company Support Agreements represent
(i) a majority of the outstanding voting power of PlayStudios Preferred Stock, voting as a separate class and (ii) a majority of the outstanding
voting power of PlayStudios Common Stock and PlayStudios Preferred Stock (on an as converted basis), voting together as a single class.
Transfer Restrictions and Registration Rights
The Merger Agreement contemplates that, at the Closing, New PlayStudios,
the Sponsor and certain of PlayStudios’ stockholders and certain of their respective affiliates will enter into an Amended and Restated
Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New PlayStudios will agree to register
for resale, pursuant to Rule 415 under the Securities Act, certain shares of New PlayStudios Common Stock and other equity securities
of New PlayStudios that are held by the parties thereto from time to time. Additionally, the Bylaws of New PlayStudios (the “Bylaws”)
contain certain restrictions on transfer with respect to the shares of New PlayStudios Common Stock received as Merger Consideration immediately
following Closing (the “PlayStudios Lockup Securities”). Such restrictions begin at Closing and end at the date that is 12
months after the Closing, except that on the date that is 180 days after the Closing, an amount of PlayStudios Lockup Securities equal
to the lesser of (A) 5% of the PlayStudios Lockup Securities held by each holder of PlayStudios Lockup Securities and (B) 50,000 PlayStudios
Lockup Securities held by each holder of PlayStudios Lockup Securities, will no longer be subject to the transfer restrictions.
The Subscription Agreements, the Sponsor Support Agreement and the
Company Support Agreements have been included to provide investors with information regarding its terms. They are not intended to provide
any other factual information about Acies or its affiliates. The representations, warranties, covenants and agreements contained in the
Subscription Agreements, the Sponsor Support Agreement, the Company Support Agreements and the other documents related thereto were made
only for purposes and as of the specific dates set forth therein, were solely for the benefit of the parties to the Subscription Agreements,
the Sponsor Support Agreement and the Company Support Agreements, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Subscription Agreements, the Sponsor Support Agreement or Company Support Agreements instead of establishing these matters as facts, and
may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Subscription Agreements, the Sponsor Support Agreement or the Company Support Agreements and
should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual
state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of representations and warranties may change after the date of the Subscription Agreements, the Sponsor Support Agreements
or the Company Support Agreements, as applicable, which subsequent information may or may not be fully reflected in Acies’ public
disclosures.
Initial Business Combination - Other
In the event Acies does not consummate its initial Business Combination
with PlayStudios, it will continue to search for an appropriate target up until the Completion Window. Specific sectors that we may target
span live events, family entertainment, casino gaming, destination hospitality, sports, sports betting and iGaming, and social and casual
mobile games. We are pursuing both consumer-facing operators as well as the business-to-business platforms that support them. We are predominantly
focused on the U.S.; however our search may expand to international markets.
Experiential entertainment, consumed through live, location-based
venues or played across mobile platforms, has become a prime pursuit of American consumers. Companies able to create unique or
memorable experiences that foster communal connections through shared values have captured an increasing share of consumers’
entertainment time and budgets. In turn, the industry has become one of the most important drivers of the U.S. economy, led to the
dynamic creation of new concepts, companies, and distribution channels, and attracted significant private growth capital. According
to the Bureau of Economic Analysis, it is estimated that in excess of $1 trillion was spent on entertainment in the United
States in 2019, approximately 4.5x that which was spent in 1990. Consumers’ entertainment expenditures grew almost 25% faster
during this period than U.S. GDP, as consumers dedicated an increasing portion of their expenditures to entertainment. Our expertise
strongly positions us to capitalize on what we believe to be newly created and actionable acquisition opportunities across this
ecosystem.
NOTE 10. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC Topic
820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31,
2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
Level
|
|
2021
|
|
|
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and marketable securities held in Trust Account
|
|
1
|
|
$
|
215,289,800
|
|
|
$
|
215,275,732
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability – Public Warrants
|
|
1
|
|
$
|
10,906,000
|
|
|
$
|
15,282,750
|
|
Warrant Liability – Private Placement Warrants
|
|
3
|
|
$
|
6,895,734
|
|
|
$
|
9,663,101
|
|
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured
at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the consolidated statement of operations.
The Private Warrants were initially valued using a Modified
Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s
primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares.
The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’
companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s
own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods
where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private
Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used
as the fair value as of each relevant date.
The following table presents the changes in the
fair value of warrant liabilities:
|
|
Private Placement
|
|
|
Public
|
|
|
Warrant Liabilities
|
|
Fair value as of January 1, 2021
|
|
$
|
9,663,101
|
|
|
$
|
15,282,750
|
|
|
$
|
24,945,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in valuation inputs or other assumptions
|
|
|
(2,767,367
|
)
|
|
|
(4,376,750
|
)
|
|
|
(7,144,117
|
)
|
Fair value as of March 31, 2021
|
|
$
|
6,895,734
|
|
|
$
|
10,906,000
|
|
|
$
|
17,801,733
|
|
Level 3 financial liabilities consist of the Private
Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires
significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed
each period based on changes in estimates or assumptions and recorded as appropriate.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.