What the changes say
- PLAYSTUDIOS faces heightened risks from sweepstakes-based casino competition and regulatory uncertainties regarding sweepstakes games.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
If we successfully develop new games and features, they may cannibalize engagement or revenue from our existing games without expanding our overall player base or increasing total revenue
New games or features may cannibalize engagement or revenue from existing games without expanding the overall player base.
- NewRisks Related to Our Business and Industry
Our traditional social casino business has experienced declining performance, which we believe is attributable in significant part to increased competition from sweepstakes-based casino offerings, and this trend may continue or accelerate
Traditional social casino games face declining performance due to increased competition from sweepstakes-based casino alternatives.
- NewRisks Related to Our Business and Industry
We rely on third-party hosting and cloud computing providers, including Amazon Web Services, and any failure, disruption, or significant interruption in these services could adversely impact our operations and harm our business
Operations depend heavily on third-party cloud hosting providers, particularly Amazon Web Services.
- NewRisks Related to Our Business and Industry
If we are unable to effectively invest in, maintain, and enhance awareness of our brands and games, or if our brand-related marketing expenditures are inefficient or excessive, our business, financial condition, results of operations, or reputation could be harmed
Ineffective or rising brand-related marketing expenditures and increasing acquisition costs could harm results.
- NewRisks Related to Our Business and Industry
Our ability to acquire and maintain licenses to third-party intellectual property may affect our revenue, profitability, and competitive position
Third-party intellectual property licenses like MGM, Tetris, and Konami Gaming involve significant upfront costs, royalties, and minimum guarantees.
- NewRisks Related to Our Business and Industry
Our ability to successfully attract in-game advertisers depends on the effectiveness of our advertising models and our ability to maintain player engagement
Revenue depends on attracting in-game advertisers and maintaining effective advertising models via third-party platforms.
- NewRisks Related to Our Business and Industry
If the use of mobile devices as game platforms does not continue to grow or if player engagement on mobile devices declines or shifts to other platforms, our business could be adversely affected
A decline in mobile device game usage or shifts to other platforms could adversely affect the business.
- NewRisks Related to Our Business and Industry
encounter difficulties in integrating any acquired operations with our business, our financial condition and results of operations could be materially harmed
Acquisitions, investments, and joint ventures carry risks of integration difficulties and unrealized synergies.
- NewRisks Related to Our Business and Industry
Our business could be negative impacted by future pandemics, health epidemics or contagious disease outbreaks
Future pandemics, health epidemics, or contagious disease outbreaks could negatively impact operations.
- NewRisks Related to Our Business and Industry
We are subject to claims, investigations, and litigation that could adversely affect our business
The company is subject to claims, investigations, and litigation regarding gaming laws, privacy, and intellectual property.
- NewRisks Related to Our Business and Industry
The legal and regulatory treatment of games that incorporate sweepstakes-based promotional mechanics is evolving, uncertain, and increasingly restrictive in certain jurisdictions, which could materially and adversely affect our business
The legal and regulatory treatment of sweepstakes-based promotional mechanics is evolving, uncertain, and increasingly restrictive.
- NewRisks Related to Our Business and Industry
Our reliance on third-party platforms, payment providers, and other service partners exposes us to additional risks related to sweepstakes-based promotional mechanics that could materially adversely affect our business
Third-party platforms and payment providers may classify sweepstakes-based mechanics as gambling under internal compliance frameworks.
- NewRisks Related to Our Business and Industry
infringement of intellectual property rights, including risks associated with legacy claims, unclear chain of title, or limitations on use following a transaction
- NewRisks Related to Our Business and Industry
geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results
- NewRisks Related to Our Business and Industry
Other jurisdictions, including Brazil (LGPD), Canada, India, and certain Asia-Pacific countries, have adopted or proposed comprehensive data protection laws, further increasing global compliance complexity
- NewRisks Related to Managing Our Business Operations in Israel
Our results of operations may fluctuate due to various factors and, accordingly, our periodic operating results should not be relied upon as indicative of future performance
- NewRisks Related to Managing Our Business Operations in Israel
We qualify as a smaller reporting company and are subject to accelerated filer requirements, which may affect investor perceptions and increase our compliance costs
- NewRisks Related to Managing Our Business Operations in Israel
Our success depends on the performance and retention of our employees, including certain key employees. The loss of key executives or other key employees could harm our business
- NewRisks Related to Managing Our Business Operations in Israel
4, 2026, to regain compliance by having the closing bid price of our Class A common stock meet or exceed $1.00 per share for a minimum of ten consecutive business days, or such longer period as Nasdaq may require
- NewRisks Related to Managing Our Business Operations in Israel
The Public Warrants are exercisable at an exercise price of $11.50 per share and are scheduled to expire on June 21, 2026. If the market price of our Class A common stock does not exceed the applicable exercise price prior to expiration, the Public Warrants will expire worthless
- NewRisks Related to Managing Our Business Operations in Israel
These provisions, individually or collectively, could delay, discourage, or prevent a change in control of the Company, even if such a transaction might otherwise benefit our stockholders
Dropped
- DroppedRisks Related to Our Business and Industry
If we are able to develop new games and features that achieve success, it is possible that these new games and features could divert players of our other existing games without growing our overall player base, which could harm operating results
- DroppedRisks Related to Our Business and Industry
The COVID-19 pandemic and containment efforts across the globe significantly impacted our business, and the extent to which any future pandemics, health epidemics or contagious disease outbreaks will impact our future results of operations and overall financial performance remains uncertain
New games might divert players from existing games without growing the player base.
- DroppedRisks Related to Our Business and Industry
limitations, a larger game file size could cause players to delete our games once the file size grows beyond the capacity of their devices’ storage limitations or could reduce the number of downloads of these games
- DroppedRisks Related to Our Business and Industry
attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all
COVID-19 pandemic impacts on business operations and financial performance.
- DroppedRisks Related to Our Business and Industry
with them, or unilaterally elected to discontinue providing services, we would have to find a substitute provider or replace the lost services internally, which could disrupt the operation of the games and result in dissatisfied players, increased expenses, lost revenues, and other adverse effects
- DroppedRisks Related to Our Business and Industry
If we do not successfully invest in, establish and maintain awareness of our brands and games, or if we incur excessive expenses promoting and maintaining our brands or our games, our business, financial condition, results of operations, or reputation could be harmed
- DroppedRisks Related to Our Business and Industry
Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. Competition for these licenses may make them more expensive and increase our costs
- DroppedRisks Related to Our Business and Industry
Our ability to successfully attract in-game advertisers depends on our ability to design an attractive advertising model that retains players
- DroppedRisks Related to Our Business and Industry
If the use of mobile devices as game platforms and the proliferation of mobile devices generally do not continue to increase, our business could be adversely affected
Large game file sizes could cause players to delete games or reduce downloads.
- DroppedRisks Related to Our Business and Industry
We may be subject to future litigation in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business
Slow game navigation or service failures could cause players to stop playing.
- DroppedRisks Related to Our Business and Industry
regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our financial condition and damage our business
- DroppedRisks Related to Our Business and Industry
In addition, Brazil’s passage of the Lei Geral de Protecao de Dados Pessoais, or LGPD, became effective September 2020 and created new privacy rights for consumers residing in Brazil
Dependence on source code escrow agreements for co-developed games.
- DroppedRisks Related to Managing Our Business Operations in Israel
Our financial results and operating metrics have fluctuated in the past and we expect such results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business
Risks related to investing in brand awareness and cross-promoting games.
- DroppedRisks Related to Managing Our Business Operations in Israel
our general and administrative expenses and could materially and adversely affect our profitability. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs
Competition for intellectual property licenses could increase costs.
- DroppedRisks Related to Managing Our Business Operations in Israel
internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and its attestation reports
- DroppedRisks Related to Managing Our Business Operations in Israel
of our senior management team could cause disruption and harm our business, financial condition, results of operations, or reputation
Advertising revenue dependence on Tetris and Brainium games.
- DroppedRisks Related to Managing Our Business Operations in Israel
Our systems and operations are vulnerable to damage or interruption from natural disasters, power losses, telecommunications failures, cybersecurity attacks, terrorist attacks, acts of war, human errors, break-ins and similar events
- DroppedRisks Related to Managing Our Business Operations in Israel
Legal proceedings in connection with the Acies Merger, the outcomes of which are uncertain, could divert management’s attention and adversely affect our daily operations
Uncertainty in the growth of the mobile gaming market.
- DroppedRisks Related to Managing Our Business Operations in Israel
The Public Warrants may never be in the money and they may expire worthless, and the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment
- DroppedRisks Related to Managing Our Business Operations in Israel
We may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to the holders of Public Warrants
Reworded
- 97% rewrittenRisks Related to Our Business and Industry
Our international operations are subject to increased challenges and risks
Expanded to detail specific international challenges across diverse regulatory, legal, cultural, economic, and labor environments.
Was: Our international operations are, and our strategy to expand internationally will be, subject to increased challenges and risks
- 96% rewrittenRisks Related to Managing Our Business Operations in Israel
Our insurance may not provide adequate levels of coverage against claims
Added specific uninsured loss categories including cybersecurity incidents, intellectual property disputes, and geopolitical events.
- 96% rewrittenRisks Related to Managing Our Business Operations in Israel
We have been, and in the future may be, subject to securities litigation, which could be costly and divert management's attention
Added disclosures that Public Warrants may expire worthless, be amended, or be redeemed disadvantageously.
Was: We are currently, and in the future may be, subject to securities litigation, which is expensive and could divert management attention
- 93% rewrittenRisks Related to Managing Our Business Operations in Israel
If we fail to meet the listing standards of Nasdaq, our Class A common stock may be delisted, which could have a material adverse effect on the price and liquidity of our Class A common stock
Disclosed receipt of a Nasdaq non-compliance notice on November 5, 2025, for failing the $1.00 minimum bid price.
Was: If we fail to continue to meet the listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the price and liquidity of our common stock
- 92% rewrittenRisks Related to Our Business and Industry
We may pursue selective strategic acquisitions, investments, and joint ventures, which involve numerous risks and uncertainties
Clarified that many strategic transaction processes do not result in completed deals but require professional fees.
Was: We intend to grow our business through strategic acquisitions, investments, and joint ventures that involve numerous risks and uncertainties
- 89% rewrittenRisks Related to Managing Our Business Operations in Israel
These market and industry factors may materially reduce the market price of our Class A common stock and Public Warrants regardless of our operating performance. Our relatively limited analyst coverage and public float may also contribute to volatility in the trading price of our Class A common stock
Emphasized that analyst coverage and public float contribute to stock volatility regardless of operating performance.
Was: These market and industry factors may materially reduce the market price of our Class A common stock and Public Warrants regardless of our operating performance
- 88% rewrittenRisks Related to Managing Our Business Operations in Israel
Any restructuring actions and cost reduction initiatives that we have undertaken or may undertake in the future may not deliver the expected results and these actions may adversely affect our business
Expanded restructuring risks to include consolidating functions, exiting markets, divesting assets, and losing institutional knowledge.
- 88% rewrittenRisks Related to Our Business and Industry
Changes in tax laws or tax rulings could materially affect our effective tax rates, financial position, and results of operations
Updated tax risk to mention specific TCJA corporate income tax revisions and partially territorial tax system.
- 79% rewrittenRisks Related to Managing Our Business Operations in Israel
We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock
- 79% rewrittenRisks Related to Our Business and Industry
We could be required to collect additional sales, value-added, or similar taxes or be subject to other tax liabilities that may increase the costs of our players to engage with our games and adversely affect our results of operations
- 78% rewrittenRisks Related to Managing Our Business Operations in Israel
We do not currently pay dividends on our common stock, and as a result capital appreciation, if any, may be the sole source of gain for our stockholders
- 77% rewrittenRisks Related to Our Business and Industry
We are subject to laws and regulations concerning data privacy, information security, data protection, and consumer protection, and these laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our business
- 73% rewrittenRisks Related to Our Business and Industry
Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business
- 73% rewrittenRisks Related to Managing Our Business Operations in Israel
Regulatory and licensing requirements may limit the ability of third parties seeking to make investments in us or acquire us
- 73% rewrittenRisks Related to Managing Our Business Operations in Israel
The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than we anticipate
- 72% rewrittenRisks Related to Our Business and Industry
Our ability to utilize our research credit carryforwards and certain other tax attributes may have been limited by “ownership changes” and may be further limited
- 72% rewrittenRisks Related to Our Business and Industry
We rely on third-party platforms such as the Apple App Store, Google Play Store, Amazon Appstore, and Facebook to make our games available to players and collect revenues generated on such platforms, and we rely on third-party payment service providers to collect revenues generated on our own platforms
- 70% rewrittenRisks Related to Our Business and Industry
The perceived value of our virtual currency and the effectiveness of our pricing and monetization models are highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer
Was: The perceived value of our virtual currency is highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer
- 68% rewrittenRisks Related to Managing Our Business Operations in Israel
Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition, results of operations, or prospects
- 68% rewrittenRisks Related to Managing Our Business Operations in Israel
Warrants may be exercised for our Class A common stock, and Earnout Shares and Sponsor Shares may become issuable or vest, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
Was: Warrants may be exercised for our Class A common stock, and Earnout Shares and Sponsor Shares may become issuable or vest, each of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
- 67% rewrittenRisks Related to Managing Our Business Operations in Israel
Our operations may be disrupted because of the activation of Israeli citizens for military service
- 65% rewrittenRisks Related to Managing Our Business Operations in Israel
If we are unable to effectively manage our workforce and organizational structure, including changes to our operations, our financial performance and future prospects could be adversely affected
Was: Our workforce and operations have grown substantially since our inception. If we are unable to effectively manage our workforce, our financial performance and future prospects will be adversely affected
- 64% rewrittenRisks Related to Managing Our Business Operations in Israel
Potential political, economic, and military instability in Israel and the surrounding region may adversely affect our results of operations
- 63% rewrittenRisks Related to Managing Our Business Operations in Israel
Because we are a “controlled company” within the meaning of the Nasdaq rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies
- 63% rewrittenRisks Related to Managing Our Business Operations in Israel
Our reported financial results may be affected by changes in accounting principles generally accepted in the U.S
- 60% rewrittenRisks Related to Our Business and Industry
We rely on a small portion of our total players for a substantial portion of our revenue and fluctuations in player engagement or spending could materially harm our revenue and operating results
Was: We rely on a small portion of our total players for a substantial amount of our revenue and if we fail to grow our player base, or if player engagement declines, our revenue and operating results will be harmed
- 59% rewrittenRisks Related to Our Business and Industry
We may have exposure to greater than anticipated tax liabilities
- 59% rewrittenRisks Related to Our Business and Industry
While we have achieved profitability in the past, our revenue and operating margins may decline, and we may not be able to sustain profitability
Was: While we have achieved profitability in the past, we also have a history of net losses and our revenue and operating margins may decline. We also may incur substantial net losses in the future and may not sustain profitability
- 58% rewrittenRisks Related to Managing Our Business Operations in Israel
We incur operating expenses that are denominated in currencies other than the US Dollar, including expenses denominated in New Israeli Shekels, and as a result our financial condition and results of operations may be harmed by currency exchange rate fluctuations
- 58% rewrittenRisks Related to Our Business and Industry
A substantial portion of our loyalty rewards and certain key intellectual property are obtained from MGM, and changes in that relationship could materially and adversely affect our business and financial results
Was: A substantial portion of our loyalty rewards and significant intellectual property are obtained from MGM, and any change in that relationship could materially and adversely affect our business and financial results
- 58% rewrittenRisks Related to Our Business and Industry
Our games utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, and games and could negatively affect our business, financial condition, or results of operations
Was: Our games utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, and games in a manner that could negatively affect our business
- 57% rewrittenRisks Related to Managing Our Business Operations in Israel
Our investments may become impaired by deterioration of the financial markets
- 57% rewrittenRisks Related to Our Business and Industry
We have engaged, and expect to engage, third-party game development companies to develop and operate certain of our mobile games, and if they fail to perform as expected, our business may suffer
Was: We have engaged, and expect to engage, third-party game development companies to develop and operate certain mobile games, including myVEGAS Bingo, POP! Slots, MGM Slots Live, and my Konami Slots, and if they fail to perform as expected, our business may suffer
- 57% rewrittenRisks Related to Managing Our Business Operations in Israel
The dual class structure of our common stock has the effect of concentrating voting power with Andrew Pascal, our Chairman and Chief Executive Officer, which limits investors' ability to influence the outcome of important matters, including a change in control
Was: The dual class structure of our common stock has the effect of concentrating voting power with Andrew Pascal, our Chairman and Chief Executive Officer, which limits an investor’s ability to influence the outcome of important transactions, including a change in control
- 55% rewrittenRisks Related to Our Business and Industry
We rely on assumptions and estimates to calculate certain of our key operating and engagement metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
Was: We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
- 52% rewrittenRisks Related to Managing Our Business Operations in Israel
The price of our Class A common stock and Public Warrants may be volatile
- 51% rewrittenRisks Related to Our Business and Industry
Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information or the information of our players and expose us to liability, which would cause our business and reputation to suffer
- 50% rewrittenRisks Related to Managing Our Business Operations in Israel
We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business
- 47% rewrittenRisks Related to Managing Our Business Operations in Israel
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, or may provide limited or inconsistent coverage, which could cause our stock price or trading volume to decline
Was: Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline
- 47% rewrittenRisks Related to Our Business and Industry
Our business depends on our ability to collect, use, and share data to deliver relevant content, marketing, and analytics, and limitations on data collection or use could reduce our revenue and impair our business
Was: Our business depends on our ability to collect and use data to deliver relevant content and marketing materials, and any limitation on the collection and use of this data could cause us to lose revenue
- 45% rewrittenRisks Related to Our Business and Industry
Failure to obtain, maintain, protect, or enforce our intellectual property rights could harm our business, results of operations, and financial condition
- 43% rewrittenRisks Related to Our Business and Industry
Companies and governmental agencies may restrict access to platforms, our website, mobile applications, or the Internet generally, which could lead to the loss or slower growth of our player base
- 41% rewrittenRisks Related to Managing Our Business Operations in Israel
The provisions of our Certificate of Incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers
- 40% rewrittenRisks Related to Our Business and Industry
Our business will suffer if we are unable to entertain our players, develop new games, and improve the experience within our existing games
- 39% rewrittenRisks Related to Our Business and Industry
We have been in the past, and may be in the future, subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future
- 36% rewrittenRisks Related to Our Business and Industry
Our business depends on the growth and maintenance of wireless communications infrastructure
- 34% rewrittenRisks Related to Our Business and Industry
We believe that our players’ level of engagement with our games is partly based on playAWARDS, our real-world rewards loyalty program. If we are unable to maintain, expand or diversify our playAWARDS program, or if external factors reduce the perceived value or usability of real-world rewards, our business may suffer
Was: We believe that our players’ level of engagement with our games is partly based on playAWARDS, our real-world rewards loyalty program. If we fail to expand and diversify our playAWARDS program, or external events make it difficult for our players to consume real-world rewards, our business may suffer
- 32% rewrittenRisks Related to Our Business and Industry
Our industry is very competitive. If players prefer our competitors’ games over our own, our operating results could suffer
- 21% rewrittenRisks Related to Managing Our Business Operations in Israel
Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
All 71 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our business will suffer if we are unable to entertain our players, develop new games, and improve the experience within our existing games40% rewritten
- 02If we successfully develop new games and features, they may cannibalize engagement or revenue from our existing games without expanding our overall player base or increasing total revenueNew
- 03We believe that our players’ level of engagement with our games is partly based on playAWARDS, our real-world rewards loyalty program. If we are unable to maintain, expand or diversify our playAWARDS program, or if external factors reduce the perceived value or usability of real-world rewards, our business may suffer34% rewritten
- 04Our industry is very competitive. If players prefer our competitors’ games over our own, our operating results could suffer32% rewritten
- 05Our traditional social casino business has experienced declining performance, which we believe is attributable in significant part to increased competition from sweepstakes-based casino offerings, and this trend may continue or accelerateNew
- 06We rely on a small portion of our total players for a substantial portion of our revenue and fluctuations in player engagement or spending could materially harm our revenue and operating results60% rewritten
- 07A substantial portion of our loyalty rewards and certain key intellectual property are obtained from MGM, and changes in that relationship could materially and adversely affect our business and financial results58% rewritten
- 08We rely on third-party platforms such as the Apple App Store, Google Play Store, Amazon Appstore, and Facebook to make our games available to players and collect revenues generated on such platforms, and we rely on third-party payment service providers to collect revenues generated on our own platforms72% rewritten
- 09We rely on third-party hosting and cloud computing providers, including Amazon Web Services, and any failure, disruption, or significant interruption in these services could adversely impact our operations and harm our businessNew
- 10We have engaged, and expect to engage, third-party game development companies to develop and operate certain of our mobile games, and if they fail to perform as expected, our business may suffer57% rewritten
- 11If we are unable to effectively invest in, maintain, and enhance awareness of our brands and games, or if our brand-related marketing expenditures are inefficient or excessive, our business, financial condition, results of operations, or reputation could be harmedNew
- 12Our ability to acquire and maintain licenses to third-party intellectual property may affect our revenue, profitability, and competitive positionNew
- 13The perceived value of our virtual currency and the effectiveness of our pricing and monetization models are highly dependent on how we manage the economies in our games. If we fail to manage our game economies properly, our business may suffer70% rewritten
- 14Our ability to successfully attract in-game advertisers depends on the effectiveness of our advertising models and our ability to maintain player engagementNew
- 15Our success depends on the security and integrity of the games we offer, and security breaches or other disruptions could compromise our information or the information of our players and expose us to liability, which would cause our business and reputation to suffer51% rewritten
- 16If the use of mobile devices as game platforms does not continue to grow or if player engagement on mobile devices declines or shifts to other platforms, our business could be adversely affectedNew
- 17While we have achieved profitability in the past, our revenue and operating margins may decline, and we may not be able to sustain profitability59% rewritten
- 18We may pursue selective strategic acquisitions, investments, and joint ventures, which involve numerous risks and uncertainties92% rewritten
- 19encounter difficulties in integrating any acquired operations with our business, our financial condition and results of operations could be materially harmedNew
- 20Our business could be negative impacted by future pandemics, health epidemics or contagious disease outbreaksNew
- 21Our international operations are subject to increased challenges and risks97% rewritten
- 22Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business73% rewritten
- 23We are subject to claims, investigations, and litigation that could adversely affect our businessNew
- 24The legal and regulatory treatment of games that incorporate sweepstakes-based promotional mechanics is evolving, uncertain, and increasingly restrictive in certain jurisdictions, which could materially and adversely affect our businessNew
- 25Our reliance on third-party platforms, payment providers, and other service partners exposes us to additional risks related to sweepstakes-based promotional mechanics that could materially adversely affect our businessNew
- 26Failure to obtain, maintain, protect, or enforce our intellectual property rights could harm our business, results of operations, and financial condition45% rewritten
- 27infringement of intellectual property rights, including risks associated with legacy claims, unclear chain of title, or limitations on use following a transactionNew
- 28We have been in the past, and may be in the future, subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future39% rewritten
- 29Our games utilize third-party open source software components, which may pose particular risks to our proprietary software, technologies, and games and could negatively affect our business, financial condition, or results of operations58% rewritten
- 30We are subject to laws and regulations concerning data privacy, information security, data protection, and consumer protection, and these laws and regulations are continually evolving. Our actual or perceived failure to comply with these laws and regulations could harm our business77% rewritten
- 31geographical location or segregation of our relevant systems and operations, and could adversely affect our financial resultsNew
- 32Other jurisdictions, including Brazil (LGPD), Canada, India, and certain Asia-Pacific countries, have adopted or proposed comprehensive data protection laws, further increasing global compliance complexityNew
- 33Our business depends on our ability to collect, use, and share data to deliver relevant content, marketing, and analytics, and limitations on data collection or use could reduce our revenue and impair our business47% rewritten
- 34We rely on assumptions and estimates to calculate certain of our key operating and engagement metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business55% rewritten
- 35Companies and governmental agencies may restrict access to platforms, our website, mobile applications, or the Internet generally, which could lead to the loss or slower growth of our player base43% rewritten
- 36Our business depends on the growth and maintenance of wireless communications infrastructure36% rewritten
- 37Changes in tax laws or tax rulings could materially affect our effective tax rates, financial position, and results of operations88% rewritten
- 38We could be required to collect additional sales, value-added, or similar taxes or be subject to other tax liabilities that may increase the costs of our players to engage with our games and adversely affect our results of operations79% rewritten
- 39We may have exposure to greater than anticipated tax liabilities59% rewritten
- 40Our ability to utilize our research credit carryforwards and certain other tax attributes may have been limited by “ownership changes” and may be further limited72% rewritten
Risks Related to Managing Our Business Operations in Israel
- 41Potential political, economic, and military instability in Israel and the surrounding region may adversely affect our results of operations64% rewritten
- 42Our operations may be disrupted because of the activation of Israeli citizens for military service67% rewritten
- 43We incur operating expenses that are denominated in currencies other than the US Dollar, including expenses denominated in New Israeli Shekels, and as a result our financial condition and results of operations may be harmed by currency exchange rate fluctuations58% rewritten
- 44Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition, results of operations, or prospects68% rewritten
- 45Our results of operations may fluctuate due to various factors and, accordingly, our periodic operating results should not be relied upon as indicative of future performanceNew
- 46Our reported financial results may be affected by changes in accounting principles generally accepted in the U.S63% rewritten
- 47Securities analysts may not publish favorable research or reports about our business or may publish no information at all, or may provide limited or inconsistent coverage, which could cause our stock price or trading volume to decline47% rewritten
- 48We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business50% rewritten
- 49Our investments may become impaired by deterioration of the financial markets57% rewritten
- 50The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than we anticipate73% rewritten
- 51We qualify as a smaller reporting company and are subject to accelerated filer requirements, which may affect investor perceptions and increase our compliance costsNew
- 52If we are unable to effectively manage our workforce and organizational structure, including changes to our operations, our financial performance and future prospects could be adversely affected65% rewritten
- 53Our success depends on the performance and retention of our employees, including certain key employees. The loss of key executives or other key employees could harm our businessNew
- 54Any restructuring actions and cost reduction initiatives that we have undertaken or may undertake in the future may not deliver the expected results and these actions may adversely affect our business88% rewritten
- 55Our insurance may not provide adequate levels of coverage against claims96% rewritten
- 56Because we are a “controlled company” within the meaning of the Nasdaq rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies63% rewritten
- 57If we fail to meet the listing standards of Nasdaq, our Class A common stock may be delisted, which could have a material adverse effect on the price and liquidity of our Class A common stock93% rewritten
- 584, 2026, to regain compliance by having the closing bid price of our Class A common stock meet or exceed $1.00 per share for a minimum of ten consecutive business days, or such longer period as Nasdaq may requireNew
- 59The dual class structure of our common stock has the effect of concentrating voting power with Andrew Pascal, our Chairman and Chief Executive Officer, which limits investors' ability to influence the outcome of important matters, including a change in control57% rewritten
- 60We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock79% rewritten
- 61We may issue preferred stock or additional common stock, including under the 2021 Plan and 2021 Employee Stock Purchase Plan. Any such issuances would dilute the interest of our stockholders and likely present other risks
- 62Warrants may be exercised for our Class A common stock, and Earnout Shares and Sponsor Shares may become issuable or vest, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders68% rewritten
- 63Regulatory and licensing requirements may limit the ability of third parties seeking to make investments in us or acquire us73% rewritten
- 64The price of our Class A common stock and Public Warrants may be volatile52% rewritten
- 65These market and industry factors may materially reduce the market price of our Class A common stock and Public Warrants regardless of our operating performance. Our relatively limited analyst coverage and public float may also contribute to volatility in the trading price of our Class A common stock89% rewritten
- 66We do not currently pay dividends on our common stock, and as a result capital appreciation, if any, may be the sole source of gain for our stockholders78% rewritten
- 67We have been, and in the future may be, subject to securities litigation, which could be costly and divert management's attention96% rewritten
- 68The Public Warrants are exercisable at an exercise price of $11.50 per share and are scheduled to expire on June 21, 2026. If the market price of our Class A common stock does not exceed the applicable exercise price prior to expiration, the Public Warrants will expire worthlessNew
- 69Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable21% rewritten
- 70These provisions, individually or collectively, could delay, discourage, or prevent a change in control of the Company, even if such a transaction might otherwise benefit our stockholdersNew
- 71The provisions of our Certificate of Incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers41% rewritten
Other Playstudios 10-Ks
- FY2024 10-K risk factors70 risks
PLAYSTUDIOS depends heavily on mobile app stores and rewards partners like MGM for its free-to-play games.
Filed Mar 14, 2025
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