As filed with the Securities and Exchange Commission on March 14, 2025

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PLAYSTUDIOS, Inc.
(Exact name of registrant as specified in its charter)
Delaware
88-1802794
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
10150 Covington Cross Drive,
Las Vegas, Nevada
89144
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(725) 877-7000
PLAYSTUDIOS, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
Andrew Pascal
Chief Executive Officer
PLAYSTUDIOS, Inc.
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:
Joel Agena
General Counsel and Secretary
PLAYSTUDIOS, Inc.
10150 Covington Cross Drive
Las Vegas, Nevada 89144
(725) 877-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE
PLAYSTUDIOS, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 6,237,233 additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Class A common stock”) under the Registrant’s 2021 Equity Incentive Plan pursuant to the provisions in such plan providing for an automatic annual increase in the number of shares reserved for issuance under such plan on January 1, 2025. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant's previous registration statements on Form S-8 filed with the Commission on August 26, 2021 (Registration No. 333-259070), March 3, 2022 (Registration No. 333-263269), March, 10, 2023 (Registration No. 333-270441), and on March 12, 2024 (Registration No. 333-277851) to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference in such above-referenced prior registration statements or in this Registration Statement.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 14, 2025;
(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items; and
(c)the description of the Registrant’s common stock and warrants set forth in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 10, 2023, including any amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the validity of the Class A common stock registered hereby have been passed upon for the Registrant by Joel Agena, General Counsel and Secretary of the Registrant. Mr. Agena owns, and/or has options or other contingent


equity-based awards to acquire pursuant to the Registrant’s employee benefit plans, an aggregate of less than 1% of the outstanding Class A common stock of the Registrant.
Item 8. Exhibits
The following is a list of all exhibits filed as a part of this Registration Statement on Form S-8, including those incorporated herein by reference.
Exhibit NumberDescription
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5.1*
23.1*
23.3*
24.1*Power of Attorney (included on the signature page to this Registration Statement).
107*
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Las Vegas, State of Nevada on March 14, 2025.
PLAYSTUDIOS, Inc.
By:/s/ Andrew Pascal
Name:Andrew Pascal
Title:Chief Executive Officer and Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Andrew Pascal and Scott Peterson, acting alone or with another attorney-in-fact, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement on Form S-8 of PLAYSTUDIOS, Inc. and any subsequent registration statements related thereto pursuant to Instruction E to Form S-8 (and all further amendments, including post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Andrew PascalChief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
March 14, 2025
Andrew Pascal
/s/ Scott PetersonChief Financial Officer
(Principal Financial and Accounting Officer)
March 14, 2025
Scott Peterson
/s/ Joe HorowitzDirector
March 14, 2025
Joe Horowitz
/s/ Jason KrikorianDirector
March 14, 2025
Jason Krikorian
/s/ Judy K. MencherDirector
March 14, 2025
Judy K. Mencher
/s/ Steven J. ZanellaDirector
March 14, 2025
Steven J. Zanella

0001823878EX-FILING FEESsharesiso4217:USDxbrli:pure00018238782025-03-142025-03-14000182387812025-03-142025-03-14
Exhibit 107
Calculation of Filing Fee Tables

S-8
(Form Type)

PLAYSTUDIOS, Inc.
(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A common stock, par value $0.0001 per share ("Class A common stock"), reserved for issuance under the Registrant's 2021 Equity Incentive PlanRule 457(c) and Rule 457(h)6,237,233$1.27 $7,921,285.91 0.0001531$1,212.75 
Total Offering Amounts$7,921,285.91 $1,212.75 
Total Fees Offset(3)
$— 
Net Fee Due$1,212.75 

(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. 2021 Equity Incentive Plan (the “2021 Plan”) 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. Amount represents shares of Class A common stock that were added to the shares available for issuance under the 2021 Plan on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st each calendar year, starting on January 1, 2022, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding as of last business day of the immediately preceding calendar year or (b) a smaller number determined by the Registrant’s board of directors.
(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) 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 March 12, 2025.
(3)The Registrant does not have any fee offsets.

Exhibit 5.1
imagea.jpg
March 14, 2025

PLAYSTUDIOS, Inc.
10150 Covington Cross Drive
Las Vegas, Nevada 89144
RE: REGISTRATION STATEMENT ON FORM S‑8

Ladies and Gentlemen:

I am General Counsel and Secretary of PLAYSTUDIOS, Inc., a Delaware corporation (the “Company”), and have acted as counsel to the company in connection with the PLAYSTUDIOS, Inc. 2021 Equity Incentive Plan (the “Plan”) and the registration under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-8 (the “Registration Statement”) of 6,237,233 shares of the Company’s Class A Common Stock, $0.0001 par value (the “Shares”), which may be issued pursuant to the Plan.

In connection with the foregoing, I have examined such instruments, document, records, and matters of law as I have deemed necessary or appropriate for purposes the opinion expressed herein. In addition, I have conferred with various officers and directors of the Company and have ascertained or verified to my satisfaction such additional facts as I have deemed necessary or appropriate for the purposes of this opinion. As to certain factual matters relevant to this opinion, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified, photostatic or facsimile copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, I am of the opinion that, when the Registration Statement becomes effective under the Securities Act, the Shares, when delivered in accordance with the terms of the Plan upon receipt by the Company of adequate consideration therefor, will be validly issued, fully paid, and non-assessable.

The opinion expressed herein is limited to matters governed by the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, and I express no opinion as to the effect of the laws of any other jurisdiction. In rendering the opinion expressed herein, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and that the Company will take no action inconsistent with such resolutions. The opinion expressed herein is as of the date hereof, and I undertake no obligation to update such opinion or advise any party of any changes in applicable law or any other matters that may come to my attention after the date hereof that may affect the opinion expressed herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Respectfully submitted,

/s/ Joel Agena
Joel Agena
General Counsel and Secretary


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement on Form S-8 of our report dated March 14, 2025, relating to the financial statements of PLAYSTUDIOS, Inc., appearing in the Annual Report on Form 10-K of PLAYSTUDIOS, Inc. for the year ended December 31, 2024.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

March 14, 2025

v3.25.0.1
Submission
Mar. 14, 2025
Submission [Line Items]  
Central Index Key 0001823878
Registrant Name PLAYSTUDIOS, Inc.
Form Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Mar. 14, 2025
USD ($)
shares
Offering:  
Other Rule true
Security Type Equity
Security Class Title Class A common stock, par value $0.0001 per share ("Class A common stock"), reserved for issuance under the Registrant's 2021 Equity Incentive Plan
Amount Registered | shares 6,237,233
Proposed Maximum Offering Price per Unit 1.27
Maximum Aggregate Offering Price $ 7,921,285.91
Fee Rate 0.01531%
Amount of Registration Fee $ 1,212.75
Offering Note 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. 2021 Equity Incentive Plan (the “2021 Plan”) 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. Amount represents shares of Class A common stock that were added to the shares available for issuance under the 2021 Plan on January 1, 2025 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st each calendar year, starting on January 1, 2022, by the lesser of (a) five percent (5.0%) of the total number of the Registrant’s capital stock outstanding as of last business day of the immediately preceding calendar year or (b) a smaller number determined by the Registrant’s board of directors.
(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) 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 March 12, 2025.
(3)The Registrant does not have any fee offsets.
v3.25.0.1
Fees Summary
Mar. 14, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 7,921,285.91
Total Fee Amount 1,212.75
Total Offset Amount 0
Net Fee $ 1,212.75
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