Item 1.01. Entry into a Material Definitive Agreement.



On May 13, 2022, PLAYSTUDIOS, Inc. (the "Company"), PLAYSTUDIOS US, LLC, a
subsidiary of the Company (the "Borrower"), JPMorgan Chase Bank, N.A., as
administrative agent and JPMorgan Chase Bank, N.A., Silicon Valley Bank and
Wells Fargo Securities, LLC, as lenders, entered into the Amendment No. 1 to the
Credit Agreement (the "Amendment No. 1"), which amended the Credit Agreement
dated as of June 24, 2021 by and among such parties (the "Credit Agreement") to,
among other things, exclude from the definition of Fixed Charge Coverage Ratio
certain funds, up to $15,000,000, expended or to be expended by the Company in
connection with the purchase of its public warrants and private placement
warrants in an offer to purchase and consent solicitation that commenced on
April 1, 2022 and expired at midnight, Eastern Time, at the end of the day on
May 13, 2022 (the "Offer"), or otherwise. As previously disclosed, the Borrower
is obligated to comply with the following two financial maintenance covenants as
of the end of each fiscal quarter: (i) the Total Net Leverage Ratio (as defined
in the Credit Agreement) must not exceed 3.50:1.00 (subject to increase to
4.00:1.00 following consummation of certain material acquisitions); and (ii) the
Fixed Charge Coverage Ratio (as defined in the Credit Agreement and as amended
by Amendment No. 1) must not be less than 1.25:1.00.

The foregoing description of the Amendment No. 1 does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Amendment
No. 1, which is included as Exhibit 10.3 and is incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.



In connection with the Offer, the Company solicited consents (the "Consent
Solicitation") from holders of its public warrants and private placement
warrants to amend (the "Warrant Amendment") the Warrant Agreement, dated as of
October 22, 2020, by and between the Company and Continental Stock Transfer &
Trust Company (the "Warrant Agreement"), which governs all of the public
warrants and private placement warrants, to permit the Company to redeem each
outstanding public warrant and private placement warrant for $0.90 in cash,
without interest (the "Redemption Price"), which Redemption Price is 10% less
than the purchase price to be received in connection with the Offer. The
execution and delivery of the Letter of Transmittal and Consent in connection
with the exchange of the public warrants and private placement warrants in
connection with the Offer constituted the holder's consent to the Warrant
Amendment.

The Offer and Consent Solicitation expired midnight, Eastern Time, at the end of
the day on May 13, 2022 (the "Expiration Date"), in accordance with its terms.
Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer, has
indicated that as of the Expiration Date, (i) 1,792,463 outstanding public
warrants, or approximately 25% of the outstanding public warrants were validly
tendered in and not withdrawn from the Offer, and (ii) none of the outstanding
private placement warrants were validly tendered in and not withdrawn from the
Offer. Since the Company received the approval of approximately 25% of the
outstanding public warrants to the Warrant Amendment, which is less than the 65%
of the outstanding public warrants required to effect the Warrant Amendment as
it relates to the public warrants, the Warrant Amendment was not approved as it
relates to the public warrants. The Warrant Amendment was not approved by any
holder of outstanding private placement warrants, and thus the Warrant Amendment
was not approved as it relates to the private placement warrants.

Item 8.01. Other Events.

On May 17, 2022, the Company issued a press release announcing the results of the Offer and Consent Solicitation as described above.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.



A copy of the Company's press release relating to this announcement is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information
contained in Exhibit 99.1 attached hereto is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, regardless of any general incorporation language in
such filing, except as shall be expressly set forth by specific reference in
such filing.

Item 9.01. Financial Statements and Exhibits



(a)None

(b)None

(c)None

(d)Exhibits

--------------------------------------------------------------------------------



Exhibit Number          Description
10.1                      Credit Agreement among PLAYSTUDIOS, Inc.,

PLAYSTUDIOS US, LLC, JPMorgan Chase

Bank, N.A., as Administrative Agent and the lenders

party thereto, dated June 24,


                        2021 (incorporated by reference to Exhibit 10.18 on

Current Report on Form 8-K


                        filed June 25, 2021)  .
10.2                      Pledge and Security Agreement among PLAYSTUDIOS,

Inc, PLAYSTUDIOS US, LLC and

JPMorgan Chase Bank, N.A., as Administrative Agent,

dated June 24, 2021


                          (incorporated by reference to Exhibit 10.1    9

on Current Report on Form


                        8-K filed June 25, 2021)    .
10.3*                     Amendment No. 1 to Credit Agreement among

PLAYSTUDIOS, Inc., PLAYSTUDIOS US,


                        LLC, JPMorgan Chase Bank, N.A., as Administrative

Agent and the lenders party


                        thereto, dated May 13, 2022.
99.1*                     Press Release, dated May 17, 2022, announcing the

results of the cash


                        tender offer for PLAYSTUDIOS, Inc. warrants.
104                     Cover Page Interactive Data File (the cover page

XBRL tags are embedded within


                        the Inline XBRL document)



*   Filed herewith

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