UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Description of the Business Combination
On July 1, 2024, PLAYSTUDIOS, Inc., a Delaware corporate (“MYPS”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and between MYPS and its wholly-owned subsidiary, PLAYSTUDIOS International Israel Limited and Pixode Games Limited, a United Kingdom company (“Pixode”).
Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, PLAYSTUDIOS agreed to acquire certain tangible and intangible assets associated with mobile games developed and published by Pixode, for upfront cash consideration of $3.5 million and additional consideration, contingent upon the satisfaction of certain product and financial milestones, up to a maximum amount of $113.5 million.
The Purchase Agreement was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”).
The following summarizes the consideration issued at the closing of the Business Combination:
Total Consideration (in thousands, except share data)Amounts
Cash consideration$3,500 
Contingent consideration3,533 
Total consideration$7,033 
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 combines the historical balance sheet of Pixode and the historical balance sheet of MYPS on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on March 31, 2024. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 combine the historical statements of operations of Pixode and PLAYSTUDIOS for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2023, the beginning of the year presented:
The historical financial information was derived from and should be read in conjunction with the following historical financial statements and accompanying notes:
•the audited financial statements of MYPS contained in its Annual Report on Form 10-K for the year ended December 31, 2023;
•the unaudited financial statements of MYPS as of and for the three months ended March 31, 2024 contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024;
•the audited financial statements of Pixode as of December 31, 2023 included as Exhibit 99.1 to MYPS’ Current Report on Form 8-K filed with the SEC on September 16, 2024; and
•the unaudited financial statements of Pixode as of and for the three months ended March 31, 2024 included as Exhibit 99.2 to MYPS’ Current Report on Form 8-K filed with the SEC on September 16, 2024;
The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF MARCH 31, 2024
(in thousands)
As of March 31, 2024As of March 31, 2024
Pixode Games Limited
(Historical)		PLAYSTUDIOS, Inc. (Historical)Reclassification AdjustmentsTransaction Accounting AdjustmentsPro Forma Combined
ASSETS
Current assets:
Cash$170 $(170)
Cash and cash equivalents126,980 170 (170)(A)$122,931 
(3,400)(B)
(649)(C)
Accounts receivable16 (16)
Receivables31,944 16 (16)(A)31,944 
Income tax receivable55 (55)
Other current assets19 (19)
Prepaid and other current assets10,730 74 (74)(A)10,730 
Total current assets$260 169,654 — (4,309)165,605 
Non-current assets:
Property and equipment, net15 17,905 17,920 
Operating lease right-of-use assets87 8,461 8,548 
Intangible assets and internal-use software, net108,386 1,660 (D)110,046 
Goodwill47,133 5,358 (D)52,491 
Deferred income tax asset22 (22)
Deferred income taxes2,711 22 (22)(A)2,711 
Other long-term assets3,224 3,224 
Total non-current assets124 187,820 — 6,996 194,940 
Total assets$384 $357,474 $— $2,687 $360,545 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$228 $3,817 $(228)(A)$3,817 
Warrant liabilities1,151 1,151 
Operating lease liabilities, current74 3,461 3,535 
Long-term debt, current7,855 (7,855)(A)— 
Income tax payable54 (54)
Accrued and other current liabilities623 (623)
Accrued liabilities29,029 677 (677)(A)29,129 


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF MARCH 31, 2024
(in thousands)
As of March 31, 2024As of March 31, 2024
Pixode Games Limited
(Historical)		PLAYSTUDIOS, Inc. (Historical)Reclassification AdjustmentsTransaction Accounting AdjustmentsPro Forma Combined
100 (B)
Total current liabilities8,834 37,458 — (8,660)37,632 
Non-current Liabilities:
Minimum guarantee liability24,000 24,000 
Deferred income taxes1,001 1,001 
Operating lease liabilities, non-current13 5,532 5,545 
Long-term debt, less current portion50 (50)
Other long-term liabilities1,061 50 (50)(A)4,594 
3,533 (B)
Advance subscription agreement1,337 (1,337)(A)— 
Total non-current liabilities1,400 31,594 — 2,146 35,140 
Total liabilities10,234 69,052 — (6,514)72,772 
COMMITMENTS AND CONTINGENCIES
Stockholders’ Equity:
Ordinary shares1 (1)(A)— 
Class A Common Stock12 12 
Class B Common Stock2 2 
Additional paid-in capital1,179 315,526 (1,179)(A)315,526 
Accumulated deficit(10,948)(3,204)10,948 (A)(3,853)
(649)(C)
Accumulated other comprehensive loss(82)(984)82 (A)(984)
Treasury stock(22,930)— (22,930)
Total stockholders’ equity (deficit)(9,850)288,422 — 9,201 287,773 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY384 357,474 — 2,687 360,545 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
(in thousands, except per share data)
For the three months ended March 31, 2024
Pixode Games Limited (Historical)PLAYSTUDIOS, Inc.
(Historical)		Reclassification AdjustmentsTransaction Accounting AdjustmentsPro Forma Combined
Net revenues$30 $77,828 $77,858 
Operating expenses:
Cost of revenue7 18,951 18,958 
Selling and marketing257 18,576 5 (AA)18,838 
Research and development169 18,021 18,190 
General and administrative85 11,779 5 (AA)11,869 
Depreciation2 (2)
Depreciation and amortization11,566 2 83 (BB)11,651 
Restructuring and related638 638 
Total operating costs and expenses520 79,531 — 93 80,144 
Income from operations(490)(1,703)— (93)(2,286)
Other income (expense), net
Change in fair value of warrant liability(64)(64)
Interest expense(90)1,420 90 (CC)1,420 
Other income (expense), net(5)(106)(111)
Total other income (expense), net(95)1,250 — 90 1,245 
Loss before income taxes(585)(453)— (3)(1,041)
Provision for income taxes(4)(114)(4)(DD)(122)
Net loss$(589)$(567)$— $(7)$(1,163)
Class A Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted119,117 
Net loss attributable to common stockholders per share:
Basic and diluted$(0.01)
Class B Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted16,458 
Net loss attributable to common stockholders per share:
Basic and diluted$(0.01)


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(in thousands, except per share data)
For the year ended December 31, 2023
Pixode Games Limited (Historical)PLAYSTUDIOS, Inc.
(Historical)		Reclassification AdjustmentsTransaction Accounting AdjustmentsPro Forma Combined
Net revenues$108 $310,886 $310,994 
Operating expenses:
Cost of revenue24 77,800 77,824 
Selling and marketing1,450 74,360 19(AA)75,829 
Research and development1,831 70,298 72,129 
General and administrative796 45,072 20(AA)45,888 
Depreciation10 (10)
Depreciation and amortization45,259 10332(BB)45,601 
Restructuring and related8,584 649(EE)9,233 
Total operating costs and expenses4,111 321,373 — 1,020 326,504 
Loss from operations(4,003)(10,487)— (1,020)(15,510)
Other income (expense), net
Change in fair value of warrant liabilities2,596 2,596 
Interest expense(307)4,858 307(CC)4,858 
Other income (expense), net20 513 533 
Total other income (expense), net(287)7,967 — 307 7,987 
Income before income taxes(4,290)(2,520)— (713)(7,523)
Provision for income taxes(30)(16,873)(16)(DD)(16,919)
Net loss$(4,320)$(19,393)$— (729)$(24,442)
Class A Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted116,520 
Net loss attributable to common stockholders per share:
Basic and diluted$(0.18)
Class B Common Stock
Weighted average shares of common stock outstanding:
Basic and diluted16,458 
Net loss attributable to common stockholders per share:
Basic and diluted$(0.18)


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1.Basis of Presentation
The Purchase Agreement is accounted for as a business combination in accordance with GAAP, (the “Business Combination”). Under this method of accounting, the Pixode assets were treated as a business for financial reporting purposes.
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 assumes that the Business Combination occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 present pro forma effects to the Business Combination as if it had been completed on January 1, 2023.
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 have been prepared using, and should be read in conjunction with, the following:
a.the unaudited financial statements of MYPS as of and for the three months ended March 31, 2024 contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 2024; and
b.the unaudited financial statements of Pixode as of and for the three months ended March 31, 2024 included as Exhibit 99.2 to MYPS’ Current Report on Form 8-K filed with the SEC on September 16, 2024;
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 has been prepared using, and should be read in conjunction with, the following:
a.the audited financial statements of MYPS contained in its Annual Report on Form 10-K for the year ended December 31, 2023; and
b.the audited financial statements of Pixode as of December 31, 2023 included as Exhibit 99.1 to MYPS’ Current Report on Form 8-K filed with the SEC on September 16, 2024; and
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that MYPS believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. MYPS believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of MYPS and Pixode.
2.Accounting Policies
Upon consummation of the Business Combination, management performed a comprehensive review of the two entities’ accounting policies. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
3.Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). MYPS has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.


The pro forma basic and diluted net loss attributable to common stockholders per share presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the post-combination company’s shares outstanding, assuming the Business Combination occurred on January 1, 2023.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 are as follows:
(A)Reflects the adjustment for assets, liabilities, and stockholders’ equity that were not acquired as part of the Business Combination.
(B)Reflects cash paid at closing, including a holdback of $0.1 million in accordance with the Purchase Agreement. This also includes the recognition of the fair value of contingent consideration, initially valued at $3.5 million.
(C)Reflects recognition of cash paid related to the transaction costs incurred at the close of the Business Combination.
(D)Reflects the recognition of intangible assets acquired as part of the Business Combination.
July 1, 2024
Cash consideration$3,400 
Holdback100 
Contingent consideration, non-current3,533 
Total consideration transferred$7,033 
Identifiable assets acquired and liabilities assumed:
Property and equipment, net15 
Developed technology1,660 
Total identifiable net assets$1,675 
Goodwill$5,358 
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The Transaction Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 are as follows:
(AA)Reflects the recognition of expense related to the stock-based compensation. This is a recurring item.
(BB)Reflects the recognition of expense related to amortization of intangible assets that were recognized as part of the business combination. This is a recurring item.
(CC)Reflects the removal of interest associated the current and long-term debt associated with Pixode. The debt was not included as part of the business combination. This is a recurring item.
(DD)Reflects the adjustment to the income tax provision for the combined business. This is a recurring item.
(EE)Reflects the recognition of expense related to the transaction costs incurred at the close of the Business Combination. This is a non-recurring item.


4.Net income (loss) attributable to common stockholders per share
Represents the net loss attributable to common stockholders per share calculated using the historical weighted average shares of common stock outstanding. The unaudited pro forma condensed combined financial information has been prepared based on the following information for the three months ended March 31, 2024 and the year ended December 31, 2023:
(in thousands, except per share data)For the three months ended March 31, 2024For the year ended December 31, 2023
Class A Common Stock
Pro forma net loss attributable to Class A common stockholders(1,022)(21,416)
Weighted average shares of common stock outstanding - basic119 117 
Dilutive options— — 
Weighted average shares of common stock outstanding - diluted119 117 
Net income (loss) attributable to common stockholders per share - basic(0.01)(0.18)
Net income (loss) attributable to common stockholders per share - diluted(0.01)(0.18)
Class B Common Stock
Pro forma net loss attributable to Class B common stockholders(141)(3,026)
Weighted average shares of common stock outstanding - basic16 16 
Dilutive options— — 
Weighted average shares of common stock outstanding - diluted16 16 
Net income (loss) attributable to common stockholders per share - basic(0.01)(0.18)
Net income (loss) attributable to common stockholders per share - diluted(0.01)(0.18)


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Filed: September 16th, 2024
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