It was formed in October 2012 by Adrian Chmielarz, Michał Kosieradzki and Andrzej Poznański, who had founded People Can Fly in 2002 but left that studio in August 2012 after it was wholly acquired by Epic Games.

People Can Fly was developed with the concept of helping to raise awareness of Poland's contribution to the video game industry.

To avoid going out of business, Chmielarz contacted Epic Games for an evaluation copy of Unreal Engine to let them develop a demo that they could shop around to gain funding.

Epic's Vice President Mark Rein was impressed with the demo they produced within the month and secured their work on the personal computer port of Gears of War.

[1] At that same time, Chmielarz, Poznanski, and Kosieradzki announced they would be leaving People Can Fly to establish a new, smaller studio, The Astronauts.