PLAYSTUDIOS, Inc.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Annual Report on Form 10-K, about our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project,” or the negative of such terms or other similar expressions.

•our business strategy and market opportunity;

•our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, gross margin, operating expenses (including changes in sales and marketing, research and development, and general and administrative expenses), and profitability;

•market acceptance of our games;

•our ability to raise financing in the future and the global credit and financial markets;

•factors relating to our business, operations, financial performance, and our subsidiaries, including:

◦changes in the competitive and regulated industries in which we operate, variations in operating performance across competitors, and changes in laws and regulations affecting our business;

◦our ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities; and

◦general economic conditions and their impact on levels of spending by players, our rewards partners, and our advertisers, including risks of inflation and recession and other macroeconomic conditions.

•our ability to maintain relationships with our platforms, such as the Apple App Store, Google Play Store, Amazon Appstore, and Facebook;

•our ability to successfully defend litigation brought against us; and

•our ability to identify and successfully consummate strategic transactions that contribute to our growth objectives.

These forward-looking statements are based on our current plans, estimates, and projections in light of information currently available to us, and are subject to known and unknown risks, uncertainties, and assumptions about us, including those described under the heading “Risk Factors” in this Annual Report on Form 10-K, and in other filings that we make with the Securities and Exchange Commission (the “SEC”) from time to time, that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In addition, the risks described under the heading “Risk Factors” are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any risk factor or combination of risk factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are also not guarantees of performance. You should not put undue reliance on any forward-looking statements, which speak only as of the date hereof. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Annual Report on Form 10-K whether as a result of new information, future events, or otherwise.

We intend to announce material information to the public through our Investor Relations website, ir.playstudios.com, SEC filings, press releases, public conference calls, and public webcasts. We use these channels, as well as social media, to communicate with our investors, players, and the public about the company, our offerings, and other issues. It is possible that the information we post on our website or social media could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above, including our website and the social media channels listed on our Investor Relations website, and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on our Investor Relations website.

Summary of Principal Risk Factors

The following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could materially adversely affect our business, financial condition, and results of operations. This summary should be read together with the more detailed description of each risk factor disclosed under "Item 1A. Risk Factors" contained in Part I of this Annual Report on Form 10-K.

•we may be unable to entertain our players, develop new games and improve the experience of our existing games;

•we may be unable to grow our overall player base;

•the value of playAWARDS, our real-world rewards loyalty program, is highly dependent on our ability to expand and diversify our inventory of real-world loyalty rewards;

•we operate in a highly competitive industry;

•a small portion of our total players generate a substantial amount of our revenue;

•general economic conditions may impact the levels of spending by players, our rewards partners, and our advertisers;

•we rely on third-party platforms such as the Apple App Store, Google Play Store, Amazon Appstore, and Facebook to make our games available and collect revenues;

•we may be unable to meet customer expectations with respect to our brands, games, services, and/or business practices;

•we may be unable acquire and maintain licenses to intellectual property;

•we may be subject to disruptions in our information technology systems or networks;

•legal proceedings could adversely impact our business;

•we may inadvertently fail to comply with applicable laws and regulations;

•any cybersecurity‑related attack or significant data breach could compromise our information or the information of third parties, including our players, and expose us to liability;

•the dual class structure of our common stock has the effect of concentrating voting power with Andrew Pascal, our Chairman of the Board and Chief Executive Officer, which limits other investors' ability to influence the outcome of important stockholder decisions, which could include change in control transactions;

•we do not currently pay cash dividends, and consequently stockholders may be required to rely solely on capital appreciation, if any, for any potential return on their investment; and

•provisions in our corporate documents and Delaware state law could delay or prevent a change of control.