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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acri Capital Corporation | NASDAQ:ACACU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.96 | 4.79 | 19.13 | 0 | 21:00:08 |
Delaware
|
98-1606155
|
|||||||
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
10150 Covington Cross Drive | ||
Las Vegas, Nevada 89144 | ||
(725) 877-7000 | ||
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
PlayStudios, Inc. 2011 Omnibus Stock and Incentive Plan | ||
PLAYSTUDIOS, Inc. 2021 Equity Incentive Plan | ||
PLAYSTUDIOS, Inc. 2021 Employee Stock Purchase Plan | ||
(Full title of the plan) |
Andrew Pascal | ||
Chief Executive Officer | ||
10150 Covington Cross Drive | ||
Las Vegas, Nevada 89144 | ||
(725) 877-7000 | ||
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Copies to: | ||
Rachel Paris | ||
DLA Piper LLP | ||
2000 University Avenue | ||
East Palo Alto, CA 94303 | ||
(650) 833-2000 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
Emerging growth company | ☒ |
Title of Each Class of Securities to be Registered |
Amount to be Registered(1)
|
Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||||||||||||
Class A common stock, par value $0.0001 per share | ||||||||||||||||||||||||||
PlayStudios, Inc. 2011 Omnibus Stock and Incentive Plan |
15,740,991(2)
|
$ 0.90(3)
|
$ | 14,166,891.90 | $ | 1,545.61 | ||||||||||||||||||||
PLAYSTUDIOS Inc. 2021 Equity Incentive Plan |
16,749,129(4)
|
4.03(5)
|
67,498,989.87 | 7,364.14 | ||||||||||||||||||||||
PLAYSTUDIOS Inc. 2021 Employee Stock Purchase Plan |
3,349,826(6)
|
3.43(7)
|
11,489,903.18 | 1,253.55 | ||||||||||||||||||||||
TOTAL | 35,839,946 | — | $ | 93,155,784.95 | $ | 10,163.30 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Class A common stock or Class B common stock of PLAYSTUDIOS, Inc. (the “Registrant,” “we,” “us” or “our”) that become issuable under the PlayStudios, Inc. 2011 Omnibus Stock and Incentive Plan (the “2011 Plan”), the PLAYSTUDIOS, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and/or the PLAYSTUDIOS, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), as applicable, by reason of any future share splits, share dividends, recapitalizations or any other similar transactions effected without the receipt of consideration by the Registrant, which results in an increase in the number of outstanding shares of Class A common stock or Class B common stock. | ||||
(2) | Represents shares of Class A common stock reserved for issuance pursuant to existing awards under the 2011 Plan, including 13,549,198 options to purchase shares of Class A common stock and an additional 2,191,793 options to purchase shares of Class B common stock, which are convertible into 2,191,793 shares of Class A common stock. The future issuance of awards of under the 2011 Plan was discontinued on June 21, 2021. | ||||
(3) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $0.90 per share, which is the weighted-average exercise price for options outstanding under the 2011 Plan. | ||||
(4) | Represents 16,749,129 shares of Class A common stock reserved for issuance pursuant to future awards under the 2021 Plan. | ||||
(5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act based on the average of the high and low prices of a share of the Registrant’s Class A common stock on The Nasdaq Global Market on August 19, 2021. | ||||
(6) | Represents 3,349,826 shares of Class A common stock initially reserved for issuance pursuant to future grants under the ESPP. The total number of shares of Class A common stock under the ESPP will automatically increase on the first trading day of each calendar year, beginning with calendar year 2022, by the lesser of (i) 1% of the total number of shares of Class A common stock outstanding on the last business day of the preceding fiscal year and (ii) such smaller number of shares as determined by the Registrant’s board of directors. | ||||
(7) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act based on the average of the high and low prices of a share of the Registrant’s Class A common stock on The Nasdaq Global Market on August 19, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP. |
* | The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
Exhibit Number | Description | |||||||
4.1 | ||||||||
4.2 | ||||||||
4.3 | ||||||||
4.4 | ||||||||
4.5* | ||||||||
4.6* | ||||||||
5.1* | ||||||||
23.1* | ||||||||
23.2* | ||||||||
23.3* | Consent of DLA Piper LLP (US) (included in Exhibit 5.1 to this Registration Statement). | |||||||
24.1* | Power of Attorney (included on the signature page to this Registration Statement). |
* | Filed herewith |
PLAYSTUDIOS, Inc. | |||||||||||
By: | /s/ Andrew Pascal | ||||||||||
Name: | Andrew Pascal | ||||||||||
Title: | Chief Executive Officer and Chairman of the Board of Directors |
Signature | Title | Date | ||||||||||||
/s/ Andrew Pascal |
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer) |
August 25, 2021
|
||||||||||||
Andrew Pascal | ||||||||||||||
/s/ Scott Peterson |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
August 25, 2021
|
||||||||||||
Scott Peterson | ||||||||||||||
/s/ William J. Hornbuckle | Director |
August 25, 2021
|
||||||||||||
William J. Hornbuckle | ||||||||||||||
/s/ Joe Horowitz | Director |
August 25, 2021
|
||||||||||||
Joe Horowitz | ||||||||||||||
/s/ Jason Krikorian | Director |
August 25, 2021
|
||||||||||||
Jason Krikorian | ||||||||||||||
/s/ Judy K. Mencher | Director |
August 25, 2021
|
||||||||||||
Judy K. Mencher | ||||||||||||||
/s/ James Murren | Director |
August 25, 2021
|
||||||||||||
James Murren |
1 Year Acri Capital Chart |
1 Month Acri Capital Chart |
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