What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-02 compared with 2021-02-26 · 32 added, 25 removed, 128 unchanged (31% of the section changed)

8 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by Rules of the Securities and Exchange Commission for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

On August 31, 2021, the acquisition of 80% of the issued and registered shares and options of Reworks Oy was completed.

Management has begun the evaluation of the internal control structures of Reworks.

However, SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessments of internal control over financial reporting and disclosure controls and procedures for a period not to exceed one year from the date of the acquisition.

Accordingly, we excluded Reworks from our annual assessment of internal control over financial reporting as of December 31, 2021.

As of December 31, 2021, total assets related to Reworks represented approximately 0.7% of our total assets, which consisted primarily of intangible assets, including goodwill.

Revenues from Reworks comprised approximately 1.3% of our consolidated revenues for the year ended December 31, 2021.

We will include Reworks in our evaluation of internal control over financial reporting as of December 31, 2022.

This annual report does not include an audit report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to audit by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

15 unchanged sentences

Consolidated Financial Statements (including related notes to Consolidated Financial Statements) filed in Part II, Item 8 of this report are listed below:

Report of Independen t Registered Public Accounting Firm

Consolidated Balance S heets as of December 31, 2020 and 2019

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019

Cons olidated Statements of Stockholders ’ Equity for t he years ended December 31, 2020, 2019 and 201 8

Conso lidated Statements of Cash Flows for the years ended De cember 31, 2020, 2019 and 201 8

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

18 unchanged sentences

1 to Equity Plan Stockholders Agreement, dated January 20, 2021, by and between Playtika Holding Corp., certain of its stockholders and affiliated parties thereto (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 20, 2021)

4.4 Description of Securities

4.4 Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 26, 2021)

4.5 First Supplemental Indenture and Subsidiary Guarantee, dated August 26, 2021, among Playtika Holding Corp., Playtika ST Holding GmbH, Seriously Digital Entertainment Oy, Supertreat GmbH, Wooga GmbH, Wooga ParentCo DE GmbH and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on November 4, 2021)

10.1 Form of Indemnification Agreement between Playtika Holding Corp.

1 unchanged sentence

10.2# Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.3# Amendment No.

1 to Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.4# Form of Executive Retention Award Agreement under Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.5# Form of Non-Executive Retention Award Agreement under Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6# Form of Executive Appreciation Unit Award Agreement under Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.7# Form of Non-Executive Appreciation Unit Award Agreement under Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.8# Form of Noncompetition Agreement under Playtika Holding Corp.

Amended and Restated Retention Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.9# Playtika Holding Corp.

2021-2024 Retention Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

35 unchanged sentences

and Robert Antokol (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.29# Employment Agreement, dated as of May 16, 2010, by and between Playtika Ltd.

and Ira Holtzer (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.22# Employment Agreement, dated as of March 15, 2017, by and between Playtika Ltd.

8 unchanged sentences

and Ofer Kinberg (incorporated herein by reference to Exhibit 10.32.1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.26# Employment Agreement, dated as of August 17, 2016, by and between Playtika Ltd.

and Erez Rachmil (incorporated herein by reference to Exhibit 10.1# to the Company’s Quarter Report on Form 10-Q, as filed with the SEC on November 4 , 2021)

10.27# Form of Performance Stock Unit Agreement under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 10, 2022)

10.28# Form of Performance Stock Unit Agreement for Israeli Participants under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 10, 2022)

10.29# Employment Agreement, dated as of December 6, 2016, by and between Playtika Ltd.

and Eric Rapps

21.1 List of Significant Subsidiaries of the Registrant

18 unchanged sentences

Chief Executive Officer and Chairperson of the Board

Dated as of February 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 26, 2021.

Dated as of March 1, 2022

/s/ Robert Antokol Chief Executive Officer (principal executive officer) and

8 unchanged sentences

/s/ Tian Lin Director

/s/ Dana Gross Director

/s/ Hong Du Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures