Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On April 12, 2021, the Securities and Exchange Commission (the "SEC")
released a public statement (the "Public Statement") informing market
participants that warrants issued by special purpose acquisition companies
("SPACs") may require classification as a liability of the entity measured at
fair value, with changes in fair value each period reported in earnings. Acies
Acquisition Corp. (the "Company") has previously classified its private
placement warrants and public warrants (collectively, the "warrants") as equity.
For a full description of the Company's warrants, please refer to the Company's
final prospectus filed in connection with its initial public offering ("IPO") on
October 26, 2020 ("Final Prospectus").
On May 9, 2021, the Board of Directors (the "Board") of the Company, upon the
recommendation of the Audit Committee (the "Audit Committee") and following
discussions with management, concluded that pursuant to Topic 250 of the
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") the Company's audited balance sheet as of October 27, 2020 related to
its IPO and its audited financial statements as of and for the period ended
December 31, 2020 (the "Affected Financial Statements") should no longer be
relied upon due to changes required for alignment with the SEC's Public
Statement. The SEC's Public Statement discussed "certain features of warrants
issued in SPAC transactions" that "may be common across many entities." The
Public Statement indicated that when one or more of such features is included in
a warrant, the warrant "should be classified as a liability measured at fair
value, with changes in fair value each period reported in earnings." Following
consideration of the guidance in the Public Statement, while the terms and
quantum of the warrants as described in the Final Prospectus have not changed,
the Company concluded the warrants do not meet the conditions to be classified
in equity and instead, the warrants meet the definition of a derivative under
FASB ASC 815, under which the Company should record the warrants as liabilities
on the Company's balance sheet. The Audit Committee and the Board have discussed
this approach with the Company's independent registered public accounting firm,
Marcum LLP. The Company intends to file a second amendment (the "Second
Amendment") to its Annual Report on Form 10-K as of and for the period ended
December 31, 2020, originally filed with the SEC on March 26, 2021, as amended
on March 31, 2021, that will reflect this reclassification of the warrants for
the Affected Financial Statements as of and for the period ended December 31,
2020. The Company is working diligently with an independent valuation expert to
finalize the valuation of the warrants and file the Second Amendment as soon as
practicable. The adjustments to the Affected Financial Statements will be set
forth through expanded disclosure included in the Second Amendment and will
include further description on the restatement and its impact on previously
reported amounts. These restatements will result in non-cash, non-operating
financial statement corrections and will have no impact on our current or
previously reported cash position, operating expenses or total operating,
investing or financing cash flows.
Accordingly, investors, analysts and other persons should not rely upon the
Affected Financial Statements. Similarly, the related press releases, Report of
Independent Registered Public Accounting Firm on the financial statements as of
and for the period ended December 31, 2020 and the balance sheet as of October
27, 2020, and the stockholder communications, investor presentations or other
communications describing the relevant portions of our financial statements for
these periods that need to be restated should no longer be relied upon.
Additional Information and Where to Find It
This communication relates to a proposed transaction between PLAYSTUDIOS, Inc.
("PLAYSTUDIOS") and Acies Acquisition Corp. ("Acies"). This communication does
not constitute an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. Acies has filed a registration statement on Form S-4 with the U.S.
Securities and Exchange Commission (the "SEC"), which includes a document that
serves as a prospectus and proxy statement of Acies, referred to as a proxy
statement / prospectus. A proxy statement / prospectus will be sent to all Acies
shareholders. Acies also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and
security holders of Acies are urged to read the registration statement, the
proxy statement / prospectus and all other relevant documents filed or that will
be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders may obtain free copies of the registration
statement, the proxy statement / prospectus and all other relevant documents
filed or that will be filed with the SEC by Acies through the website maintained
by the SEC at www.sec.gov.
The documents filed by Acies with the SEC also may be obtained free of charge at
Acies' website at https://aciesacq.com/sec-filings/ or upon written request to
1219 Morningside Drive, Suite 110 Manhattan Beach, California 90266.
Participants in Solicitation
Acies and PLAYSTUDIOS and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from Acies'
shareholders in connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding their interests
in the business combination is contained in the proxy statement / prospectus
when available. You may obtain free copies of these documents as described in
the preceding paragraph.
Forward-Looking Statements Legend
This communication contains certain forward-looking statements within the
meaning of the federal securities laws with respect to the proposed transaction
between PLAYSTUDIOS and Acies. These forward-looking statements generally are
identified by the words "forecast," "believe," "budget," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of Acies'
securities, (ii) the risk that the transaction may not be completed by Acies'
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Acies, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
approval of the related merger agreement by the shareholders of Acies, the
satisfaction of the minimum trust account amount following any redemptions by
Acies' public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the inability to complete
the related PIPE investment, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the related merger
agreement, (vii) the effect of the announcement or pendency of the transaction
on PLAYSTUDIOS' business relationships, operating results and business
generally, (viii) risks that the proposed transaction disrupts current plans and
operations of PLAYSTUDIOS, (ix) the outcome of any legal proceedings that may be
instituted against PLAYSTUDIOS or against Acies related to the related merger
agreement or the proposed transaction, (x) the ability to maintain the listing
of Acies' securities on a national securities exchange, (xi) changes in the
competitive and regulated industries in which PLAYSTUDIOS operates, variations
in operating performance across competitors, changes in laws and regulations
affecting PLAYSTUDIOS' business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize
additional opportunities, (xiii) PLAYSTUDIOS' ability to raise financing in the
future, (xiv) the impact of COVID-19 on PLAYSTUDIOS' business and/or the ability
of the parties to complete the proposed transaction, (xv) costs related to the
transaction and the failure to realize anticipated benefits of the transaction
or to realize any particular valuations, financial projections or estimated pro
forma results and the related underlying assumptions, including with respect to
estimated Acies shareholder redemptions, and (xvi) other risks and uncertainties
indicated from time to time in the registration statement containing the proxy
statement / prospectus discussed above relating to the proposed business
combination, including those under "Risk Factors" therein, and in Acies' other
filings with the SEC. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of Acies' registration
statement on Form S-1 (File No. 333-249297) and on the registration statement on
Form S-4 (File No. 333-253135), as amended, containing the proxy statement /
prospectus filed by Acies with the SEC, and other documents filed by Acies from
time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and
PLAYSTUDIOS and Acies assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events or otherwise. Neither PLAYSTUDIOS nor Acies gives any assurance that
either PLAYSTUDIOS or Acies, or the combined company, will achieve its
expectations.
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