Acies SPAC Presentation Deck

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#1mat 10 A ACIES ACQUISITION CORP Investor Presentation October 2020#2A Disclaimer This presentation has been prepared solely for, and is being delivered on a confidential basis to, persons considering investing in Acies Acquisition Corp. (the "Company," "we," "us" or "our"). Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without our prior consent is prohibited. By accepting this presentation solely for use during our meeting, each recipient agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain, and (ii) to use this presentation for the sole purpose of evaluating the Company. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, we make no representation or warranty with respect to the accuracy of such information. This presentation does not purport to contain all of the information that may be required to evaluate a possible transaction. This presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation (including as to the accuracy or reasonableness of statements, estimates, targets, projections, assumptions or judgments described below) or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. Accordingly, neither the Company nor any of its affiliates, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this presentation and any such liability is expressly disclaimed. This presentation is made pursuant to Section 105(c) of the Jumpstart Our Business Startups Act of 2012 and Section 5(d) of the Securities Act of 1933, as amended, and is intended solely for investors that are either "qualified institutional buyers" or institutions that are "accredited investors" (as such terms are defined under Securities and Exchange Commission ("SEC") rules), solely for the purposes of familiarizing such investors with the Company and determining whether such investors might have an interest in a securities offering contemplated by the Company. No such offering is being made at this time. Any such offering of securities will only be made by means of a registration statement (including a prospectus) filed with the SEC, after such registration statement becomes effective, or in a transaction exempt from such requirements. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, we make no representation or warranty with respect to the accuracy of such information. Some statements contained in this presentation are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. Information regarding performance by our management team and their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team and their affiliates as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward. 2#3Illustrative Offering Summary Acies Acquisition Corp. Live, location-based and mobile experiential entertainment industries Issuer Focus Sector Base Offering Size Securities Offered Warrant Terms Amount Held in Trust "At-Risk" Capital Working Capital and Expenses Sponsor Promote Acquisition Period Sponsor Lock-Up Bookrunners Pricing Date $200,000,000 20,000,000 units (plus 3,000,000 units if the over-allotment is exercised in full) ▪ Unit consisting of 1 Class A ordinary share and one-third of one redeemable warrant exercisable for 1 Class A ordinary share ■ ■ 6,666,667 public warrants (7,666,667 public warrants if the over-allotment is exercised in full) 5 year life after initial business combination, or earlier upon redemption or liquidation $11.50 strike, 5 year expiry post business combination Forced conversion or redemption when Class A ordinary shares equal or exceed $18.00 per share ▪ Forced conversion or redemption when Class A ordinary shares equal or exceed $10.00 per share, provided that holders may cashless exercise into additional Class A ordinary shares based on fair market value make-whole grid 100% of offering proceeds ■ ■ ■ I ■ ■ ■ I A $6,500,000 (4,333,333 warrants purchased at $1.50 per warrant); $7,100,000 (4,733,333 warrants purchased at $1.50 per warrant) if the over- allotment is exercised in full Approximately $1,500,000 to be used for working capital post-closing (cash held outside trust) Approximately $1,000,000 allocated for offering expenses 5,000,000 Class B ordinary shares (5,750,000 shares if the over-allotment is exercised in full), which will equal 20% of the outstanding ordinary shares upon completion of the offering 24 months (or 27 months if Acies has executed a letter of intent, agreement in principle or definitive agreement within 24 months) Standard lock-up expires 1 year post-combination or if shares trade above $12.00 for 20 out of 30 trading day period beginning 150 days post- combination Morgan Stanley, JP Morgan, Oppenheimer & Co. Thursday, October 22nd, 2020 (post-close) 3#4Today's Presenters JIM MURREN Chairman GAM RK HOUSTON DAN FETTERS Co-CEO EDWARD KING Co-CEO CHRIS GROVE EVP Acquisitions Gd 100000 Acies /ah-key-ez/: Resolute focus of all one's senses ANDREW PASCAL Co-Founder and Advisor to the Board A 4#5Acies: Partnership Capital for the Experiential Entertainment Industry Resene 9 TA KIA ICTON RIGHT TEAM Jeep FA P FOOTBALL LIVE RIGHT FOCUS RIGHT TIME OPERATIONAL LEADERSHIP ENTREPRENEURIAL VISION DEEP DOMAIN EXPERTISE VAST TRANSACTION EXPERIENCE SIGNIFICANT TAM RESILIENT / DISRUPTIVE MODELS HIGH GROWTH POTENTIAL BROAD ACTIONABLE SITUATIONS DISLOCATED MARKETS NEED FOR CAPITAL ATTRACTIVE ENTRY VALUATIONS PENT-UP DEMAND TO TRANSACT Location-Based Entertainment Mobile Gaming Sports iGaming (A) Our Objective: To Partner with Management and Create an Enduring Industry Leader 4 Hospitality H+H 88 Sports Betting باک OOOO Casinos Looo Dining 5#6Highly Complementary and Experienced Team MGM RESORTS Morgan Stanley Morgan Stanley Eilers&Krejcik Gaming Play USA DEANATORIOS Wynn RESORTS JIM MURREN Chairman DAN FETTERS Co-CEO EDWARD KING Co-CEO CHRIS GROVE EVP Acquisitions ANDREW PASCAL Co-Founder Advisor to the Board • 22 years with MGM Resorts International • 12 years as CEO and Chairman of the Board • Most recently Head of Western Region M&A at Morgan Stanley • 20 years with Morgan Stanley • Head of Global Gaming Investment Banking at Morgan Stanley since 2010 • 24 years of investment banking experience • 20 years with Morgan Stanley • Nationally recognized U.S. sports betting and online gaming expert • Co-founded leading affiliate marketing network PlayUSA Media, sold to Catena Media in 2017 • Founder and CEO of PlayStudios • Former President and COO of Wynn Las Vegas • Founded and sold WagerWorks and Silicon Gaming On Www 2 EXPERIENCE: A KEY DIFFERENTIATOR Seasoned Operators Deep M&A and Structuring Expertise Expansive Relationships Subject Matter Expertise A Proven Entrepreneurs 6#7Backed by an Expansively Connected Board of Directors ANDREW ZOBLER S G Founder & CEO of the Sydell Group, a creator and manager of unique lifestyle hotels o Properties include NoMad (NY, LA, Las Vegas and London); the LINE (LA, DC, SF and Austin); The Ned (London); among others ■ Named one of Bloomberg Businessweek's 50 Most Influential People in 2017 I Received AHEAD Americas Award for Outstanding Contribution and was recognized by AFAR Magazine as one of nine "visionaries shaping the future of travel" in 2018 ■ BRISA TRINCHERO ■ GRACE Two-time Tony Award winning Broadway investor PRINCESS FOUNDATION-USA ▪ "40 Under 40" award winning entrepreneur ▪ Investment portfolio includes 30+ Broadway shows including Hamilton and Moulin Rouge ■ CEO of the Princess Grace Foundation ▪ Director of Innovation at the John Gore Organization Served as founder and CEO of ShooWin, an innovative ticketing company SAM KENNEDY FSM President & CEO of the Boston Red Sox, as well as Chief Executive of Fenway Sports Management ▪ Transformed Fenway Park into a year-round venue - - including concerts and the "Big Air” ski and snowboard competition ■ Boston Business Journal's 40 under 40 Award Winner ▪ Inductee of the Sport's Business Journal's 40 under 40 Hall of Fame Creators and Innovators Who Have Anticipated Trends and Driven Industry Evolution MONUMENTAL TS & ENT ZACH LEONSIS ■ 3 capitals mystics WIZARDS Senior Vice President at Monumental Sports & Entertainment, one of the largest fully integrated sports & entertainment companies in the world ▪ Vice President and General Manager of Monumental Sports Network, a first- of-its kind DTC network for local sports streaming A SPORTS NET Sports Business Journal and Washington Business Journal "Forty Under 40" Recipient FOOD ▪ Wide portfolio of investments across sports, media, gaming, and esports 7#8During Jim Murren's Tenure as CEO, MGM Created ~$20 Billion in Value O Deep Knowledge Across Entertainment Casinos and 777 Oooo Jooo Hospitality Live Events Mobile Games Sports Online Gaming Dining TRANSACTIONS $16Bn Enterprise Value in 2008 (1) 2008 (1) Aria / Citycenter Opening 2009 OPERATIONAL INITIATIVES Mlife REWARDS Launch of M Life Loyalty Program - Now has 34MM members 2010 HKEX 香港交易所 MGM China listed on HKSE Marketing partnership with PlayStudios 2011 Broke ground on MGM Cotai First MGM hospitality project in Sanya, China 2012 Sold Gold Strike Hotel & Casino Won license for MGM National Harbor 2013 2014 Sold 50% stake in Circus Circus Reno Hotel 2015 MUM GROWTH Completed $1.2Bn IPO of MGP Opened MGM National Harbor Opened T-Mobile Arena Brought Golden Knights & Raiders to Las Vegas; Aces to Mandalay Bay Sold The Shops at Crystals for $1.1Bn 2016 Opened MGM Cotai 2017 ROAR DIGITAL Founded BetMGM with GVC S/G Acquired 50% Stake in Sydell Group Redeveloped Park MGM/ NoMad Las Vegas Acquired Empire City Acquired Hard Rock Rocksino Northfield Park (now MGM Northfield Park) Jim Murren Led MGM Resorts As It Grew Into a Global Entertainment Powerhouse $35Bn Enterprise Value in 2020 (1) 2018 2019-20 (1) Source: Capital IQ, MGM Company filings Notes: 1. Since 11/17/2008, when Jim Murren assumed the role of Chairman and CEO, to 2/12/2020 when he announced he would step down from the role. Note that Jim Murren joined MGM in 1998 and held other roles prior to being appointed CEO Expansive Experience Operational Expertise A Development of Iconic Properties Loyalty, Rewards and Data Analytics Complex Transactions Diversity Champion International Expansion Regulatory Insight 8#9Acies' Team Delivers Across The Company Lifecycle Seasoned Operators Proven Entrepreneurs S Inception CESS FOONBA-ONA GRACE Build Eilers&Krejcik Gaming Growth Morgan Stanley Play USA A MONUMENTAL SPORTS & ENTERTAINMENT Experienced Dealmakers Maturity Morgan Stanley BOSTON 50% FSM S%/ RED Consolidation Morgan Stanley MGM RESORTS Experienced Operators and Value Creators From Inception Шупность RESORTS Scale Large Scale M&A / Sale Bolt-On M&A Public Equity Debt Capital Private Equity Venture Capital A 18 9#10Secular Trends Continue to Drive Demand for Experiential Entertainment $227Bn Strong, Consistent U.S. Entertainment Spending Growth"¹) 90's My USIC TELEVISION 1990 THEN DINER PAC-MAN | ARRA Pokémoy 88888 Notes: 1. Entertainment spending defined as spending on recreation per US Bureau of Economic Analysis as of 2019 2. Per MGM The Truth About Entertainment Whitepaper 2018 Candi Crush (1) NOW >$1.0T ~4.5x 2019 Almost 25% Faster Growth Than GDP During This Period (5) 3. Per Eventbrite/Harris Survey 2017 4. Per eMarketer US Time Spent with Media Report 2020 5. Per World Bank Data 2020 A 92% of Americans say entertainment is a fundamental human need (2) 75% of millennials prefer spending money on experiences over goods (³) 258 minutes spent per day on mobile (4) 10#11Mobile Entertainment: An Unbridled Opportunity Mobile: Fastest Growing Forms of Entertainment % CAGR 12% $77Bn Gaming (1) $110Bn+ Total Potential TAM $21Bn $0.5Bn iGaming (2) HHH $19Bn $1Bn Sports Betting (3) Significant Private Capital Investment 215 $2.6Bn Voodoo SCOPELY ZWIFT CLOUD CLOUD THUOCLOR SD GAMES caffeine QħBiBL PlayVS 2018 -$7Bn Cumulative Investment (4) (5) Notes: 1. Global Mobile Gaming TAM as of 2020E per NewZoo Global Games Market Report; CAGR from 2019A to 2022E 2. iGaming TAM per Eilers & Krejcik Gaming; TAM at maturity represents market size assuming all 50 states legalize all iGaming products 3. Online Sports Betting TAM per Eilers & Krejcik Gaming; TAM at maturity represents market size assuming all 50 states legalize all sports betting products 260 $1.6Bn MEANTIC SURVIOS WINSYSTEMS bluberi Catalis PlayVS N3TWORK skillz Voodoo 2019 Number of Investments 154 $2.7Bn EPIC 3 GAMES caffeine WILD LIFE SCOPELY genvid CryptoKitties HOLCLOUD impleBet YTD 2020 Company Highly Receptive SPAC/Public Equity Markets skillz RUSH STREET INTERACTIVE GOLDEN NUGGET H ONLINE GAMING DRAFT KINGS SciPlay Investment Growth A Use of Proceeds (6) M&A Founder/Investor Liquidity 4. Private mobile gaming investments in US and Western Europe per Pitchbook Data as of August 2020 5. Logos in bars based on top 10 largest deals for each year; Skillz represented 2 of the top 10 deals in 2019, and Wildlife represented 2 of the top 10 deals in 2020 6. Use of proceeds per company filings 11

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