424B3 1 d217301d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260610

 

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING OF

REDBALL ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

263,718,334 SHARES OF COMMON STOCK AND

28,733,334 REDEEMABLE WARRANTS

OF

REDBALL ACQUISITION CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION

INCORPORATED IN THE STATE OF DELAWARE),

THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION,

WHICH WILL BE RENAMED “SEATGEEK, INC.”

IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

 

 

The board of directors of RedBall Acquisition Corp., a Cayman Islands exempted company (“RedBall” and, after the Domestication, as described below, “New SeatGeek”), has unanimously approved (i) the domestication of RedBall as a Delaware corporation (the “Domestication”); (ii) (x) the merger of Showstop Merger Sub I Inc. (“Merger Sub One”), a Delaware corporation and wholly owned subsidiary of RedBall, with and into SeatGeek, Inc. (“SeatGeek”), a Delaware corporation (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (y) immediately after the First Merger, the merger of SeatGeek as the surviving corporation of the First Merger with and into Showstop Merger Sub II LLC (“Merger Sub Two”), a Delaware limited liability company and wholly owned subsidiary of New SeatGeek (the “Second Merger” and together with the First Merger, the “Mergers” and together with the Domestication and the other transactions contemplated by the Business Combination Agreement, as defined below, and the documents related thereto, the “Business Combination”) with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, pursuant to the terms of the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021, by and among RedBall, Merger Sub One, Merger Sub Two and SeatGeek, attached to this proxy statement/prospectus as Annex A-1 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), as more fully described in this proxy statement/prospectus; and (iii) the other transactions and actions contemplated by the Business Combination Agreement and documents related thereto. In connection with the Business Combination, RedBall will change its name to “SeatGeek, Inc.” and Merger Sub Two as the surviving company in the Second Merger will change its name to “SeatGeek Operations, LLC.”

As a result of and at the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class B ordinary shares”) will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock; (iii) each then issued and outstanding redeemable warrant of RedBall (“RedBall warrants”), to acquire RedBall Class A ordinary shares will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (each, a “New SeatGeek warrant”); (iv) each then issued and outstanding unit of RedBall (“RedBall units”) will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant to acquire one share of New SeatGeek common stock; and (v) RedBall will change its name to “SeatGeek, Inc.”

As a result of and upon effective time of the First Merger (the “First Effective Time”), among other things, (i) all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Stock Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million shares of New SeatGeek common stock (or Earnout RSUs (as described further in the accompanying proxy statement/prospectus)) issued pursuant to an earnout following the consummation of the Business Combination (“Closing”), (y) up to $50 million of cash, subject to certain adjustments and conditions as set forth in the Business Combination Agreement (the “Aggregate Cash Consideration”)), and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration, (ii) all outstanding and unexercised warrants issued by SeatGeek to acquire shares of SeatGeek common stock (“SeatGeek Warrants”) as of immediately prior to the First Effective Time will be automatically converted into warrants for shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such exchanged SeatGeek Warrant will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (each a “New SeatGeek Assumed Warrant”), (iii) all outstanding and unexercised options to purchase SeatGeek common stock (“SeatGeek Options”) as of immediately prior to the First Effective Time will be automatically converted into options to purchase shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek Options will represent the right to acquire a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek Options”), (iv) all outstanding restricted stock units relating to shares of SeatGeek common stock (“SeatGeek RSUs”) as of immediately prior to the First Effective Time will be automatically converted into restricted stock units relating to shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek RSUs will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek RSUs”) and (v) all outstanding shares of SeatGeek common stock that are unvested or subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek (“SeatGeek Restricted Stock”) immediately prior to the First Effective Time will be cancelled in exchange for the right to receive restricted stock units for shares of New SeatGeek common stock based on the Exchange Ratio, subject to certain terms and conditions (“New SeatGeek Restricted Stock”). For further information see the section titled, “BCA Proposal — Consideration — Treatment of SeatGeek Securities” in the accompanying proxy statement/prospectus.

Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the “Per Share Merger Consideration Value”, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus is estimated to be $6.86.

Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the “Exchange Ratio” which is the quotient obtained by dividing the Per Share Merger Consideration Value (described above) by $10.00, which, based on the number of SeatGeek Outstanding Shares on April 22, 2022 the most recent practicable date prior to the date of this proxy statement/prospectus, is estimated to be 0.6863 shares.

The RedBall units, RedBall Class A ordinary shares and RedBall public warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RBAC.U,” “RBAC” and “RBAC-WS,” respectively. RedBall will apply for listing, to be effective at the time of the Business Combination, of New SeatGeek common stock and New SeatGeek warrants on NYSE under the proposed symbols “STGK” and “STGK.WS,” respectively.

This proxy statement/prospectus provides shareholders of RedBall with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting in lieu of annual general meeting of RedBall. We encourage you to read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated May 10, 2022, and is first being mailed to RedBall shareholders on or about May 10, 2022.


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REDBALL ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 363338)

667 Madison Avenue

16th Floor

New York, New York 10065

Dear RedBall Acquisition Corp. Shareholders:

You are cordially invited to virtually attend the extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall Acquisition Corp., a Cayman Islands exempted company (“RedBall”), at 9:30 a.m., Eastern Time, on June 1, 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, RedBall shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), by and among RedBall, Showstop Merger Sub I Inc. (“Merger Sub One”), Showstop Merger Sub II LLC (“Merger Sub Two”) and SeatGeek, Inc. (“SeatGeek”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1, and the transactions contemplated thereby. The Business Combination Agreement provides for, among other things, following the Domestication of RedBall to Delaware as described below, the merger of Merger Sub One with and into SeatGeek (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and, immediately after the effective time of the First Merger (the “First Effective Time”), the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described in the accompanying proxy statement/prospectus.

As a condition to the consummation of the transactions contemplated by the Business Combination Agreement, the board of directors of RedBall has unanimously approved the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware (the “Domestication” and, together with the Mergers and the other transactions contemplated by the Business Combination Agreement and documents related thereto, the “Business Combination”). As described in the accompanying proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve, by special resolution, the Domestication (the “Domestication Proposal”). Upon the effective time of the Domestication, RedBall will change its name to “SeatGeek, Inc.”. As used herein and in the accompanying proxy statement/prospectus, “New SeatGeek” refers to RedBall after the Domestication, including after such change of name, as applicable.

As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) each then issued and outstanding redeemable warrant of RedBall (“RedBall warrants”) will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek warrants”), and (iv) each of the then issued and outstanding units of RedBall (“RedBall units”), will be will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. As used in the accompanying proxy statement/prospectus, “RedBall public shares” or “public shares” refers to the RedBall


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Class A ordinary shares (including those that underlie the RedBall units) that were registered pursuant to RedBall’s Registration Statement on Form S-1 (333-240138).

As a result of and upon the First Effective Time, among other things, (i) all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Stock Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million shares of New SeatGeek common stock (or Earnout RSUs (as described further in the accompanying proxy statement/prospectus)) issued pursuant to an earnout following the consummation of the Business Combination (“Closing”), (y) up to $50 million of cash, subject to certain adjustments and conditions as set forth in the Business Combination Agreement (the “Aggregate Cash Consideration”)), and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration, (ii) all outstanding and unexercised warrants issued by SeatGeek to acquire shares of SeatGeek common stock (“SeatGeek Warrants”) as of immediately prior to the First Effective Time will be automatically converted into warrants for shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such exchanged SeatGeek Warrant will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (each a “New SeatGeek Assumed Warrant”), (iii) all outstanding and unexercised options to purchase SeatGeek common stock (“SeatGeek Options”) as of immediately prior to the First Effective Time will be automatically converted into options to purchase shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek Options will represent the right to acquire a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek Options”), (iv) all outstanding restricted stock units relating to shares of SeatGeek common stock (“SeatGeek RSUs”) as of immediately prior to the First Effective Time will be automatically converted into restricted stock units relating to shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek RSUs will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek RSUs”) and (v) all outstanding shares of SeatGeek common stock that are unvested or subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek (“SeatGeek Restricted Stock”) immediately prior to the First Effective Time will be cancelled in exchange for the right to receive restricted stock units for shares of New SeatGeek common stock based on the Exchange Ratio, subject to certain terms and conditions (“New SeatGeek Restricted Stock”). For further information see the section titled, “BCA Proposal — Consideration — Treatment of SeatGeek Securities” in the accompanying proxy statement/prospectus.

Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the “Per Share Merger Consideration Value”, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus is estimated to be $6.86.

Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the “Exchange Ratio” which is the quotient obtained by dividing the Per Share Merger Consideration Value (described above) by 10.00, which, based on the number of SeatGeek Outstanding Shares on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, is estimated to be 0.6863.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing, including the Sponsor Support Agreement, the Subscription Agreements, the Warrant Subscription Agreement and the Backstop Subscription Agreement. For further information see the section titled, “BCA Proposal Related Agreements” in the accompanying proxy statement/prospectus.

In connection with the proposed Domestication and Business Combination, you will also be asked to consider and vote upon(i) a proposal to approve the replacement of the amended and restated memorandum of association of RedBall under the Cayman Islands Companies Act (the “Existing Memorandum”) and the


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amended and restated articles of association of RedBall (as may be amended from time to time) (the “Existing Articles” and, together with the Existing Memorandum, the “Cayman Constitutional Documents”) currently in effect, with the proposed certificate of incorporation of New SeatGeek (the “Proposed Certificate of Incorporation”), including the change of RedBall’s name to “SeatGeek, Inc.”, and the proposed bylaws of New SeatGeek (the “Proposed Bylaws”), each to be effective upon the effectiveness of the Domestication, (ii) three separate proposals to approve, on a non-binding advisory basis, certain differences between the Cayman Constitutional Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws (collectively, the “Advisory Organizational Documents Proposals”), (iii) a proposal to appoint the two Class I directors, Richard H. Thaler and Lewis N. Wolff, who will serve as the Class I directors of RedBall from the date of the approval until the earlier of the 2025 annual general meeting or the consummation of the Business Combination (“Director Election Proposal A”) and a proposal to elect seven directors who, upon consummation of the Business Combination, will be the directors of New SeatGeek (“Director Election Proposal B” and together with Director Election Proposal A, the “Director Election Proposals”), (iv) a proposal to approve for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of New SeatGeek common stock pursuant to the Business Combination and the PIPE Investment and the issuance of New SeatGeek common stock pursuant to the Backstop Subscription Agreement (the “Stock Issuance Proposal”), (v) a proposal to approve by ordinary resolution and adopt the New SeatGeek 2022 Equity Incentive Plan (the “Equity Incentive Plan Proposal”), (vi) a proposal to approve by ordinary resolution and adopt the New SeatGeek 2022 Employee Stock Purchase Plan (the “ESPP Proposal”), and (vii) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against them will have no impact on the provisions of the Proposed Organizational Documents. Director Election Proposal A, the Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully and in its entirety.

Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of RedBall public shares, which excludes shares held by RedBall SponsorCo LP, a Cayman Islands exempted company (the “Sponsor”), RedBall’s independent directors and Rice, Hadley, Gates & Manuel LLC (“RHGM”), may request that RedBall redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of RedBall units must elect to separate the RedBall units into the underlying RedBall public shares and RedBall warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their RedBall units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the RedBall units into the underlying RedBall public shares and RedBall warrants, or if a holder holds RedBall units registered in its own name, the holder must contact RedBall’s transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their RedBall public shares even if they vote “FOR” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the RedBall public shares that it holds and timely delivers such shares to Continental Stock Transfer & Trust Company, RedBall’s transfer agent, New SeatGeek will redeem such RedBall public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of April 22, 2022, this would have amounted to approximately $10.01 per issued and outstanding RedBall public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its RedBall public shares for cash and will no longer own RedBall public shares. The redemption takes place following completion


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of the Business Combination and, accordingly, it is shares of New SeatGeek common stock that will be redeemed immediately after consummation of the Business Combination. For further information see the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall  Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your RedBall public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its RedBall public shares with respect to more than an aggregate of 15% of the RedBall public shares without the prior consent of RedBall. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the RedBall public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of RedBall.

The Sponsor and each director of RedBall have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of October 13, 2021, a copy of which is attached as Annex B to the accompanying proxy statement/prospectus (the “Sponsor Support Agreement”). The Sponsor, each director of RedBall and RHGM have agreed to, among other things, waive their redemption rights with respect to any ordinary shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in the letter agreement, dated as of August 12, 2020 (the “Insider Letter Agreement”). The 14,195,000 RedBall Class B ordinary shares held by the Sponsor, the 150,000 RedBall Class B ordinary shares held by the RedBall’s independent directors, the 30,000 RedBall Class B ordinary shares held by RHGM and the Class A ordinary shares held by the Sponsor and the independent directors of RedBall will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor, RedBall’s independent directors and RHGM collectively own 20.0% of the issued and outstanding RedBall ordinary shares. If RedBall is not able to complete the Business Combination with SeatGeek or another business combination by August 17, 2022, then the 14,195,000 RedBall Class B ordinary shares owned by the Sponsor, the 150,000 RedBall Class B ordinary shares directly owned by RedBall’s independent directors, and the 30,000 RedBall Class B ordinary shares held by RHGM, in aggregate, would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Sponsor if RedBall fails to complete a business combination within the required period.

The Business Combination Agreement provides that the obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that as of the Closing the amount of cash available in the trust account or otherwise held by RedBall as of immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription as described in the accompanying proxy statement/prospectus, but excluding the proceeds of the PIPE Investment) after deducting (i) the amount required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares pursuant to the Cayman Constitutional Documents, (ii) all indebtedness for borrowed money of RedBall, and (iii) certain excluded and excess expenses of RedBall more fully described in the accompanying proxy statement/prospectus is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RedBall redeem RedBall public shares in an amount that would cause New SeatGeek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

In addition, the Business Combination Agreement provides that the obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that as of the Closing the amount of cash available in the trust account or otherwise held by RedBall as of immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription as described in the accompanying proxy statement/


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prospectus, but excluding the proceeds of the PIPE Investment), after deducting (i) the amount required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares pursuant to the Cayman Constitutional Documents, (ii) all indebtedness for borrowed money of RedBall, and (iii) certain excluded and excess expenses of RedBall more fully described in the accompanying proxy statement/prospectus is at least equal to $135.0 million. This condition is for the sole benefit of RedBall. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including (i) the absence of a material adverse effect on SeatGeek, (ii) the approval of the RedBall shareholders for each of the Condition Precedent Proposals at the extraordinary general meeting, and (iii) the approval of SeatGeek’s stockholders in accordance with its governing documents. If any condition to the parties’ obligations to consummate the Business Combination is not satisfied, there can be no assurance that the parties would waive (if permissible) any such condition. For further information see the section titled, “BCA Proposal — The Business Combination Agreement –– Closing Conditions” in the accompanying proxy statement/prospectus.

RedBall is providing the accompanying proxy statement/prospectus and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by RedBall shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of RedBall’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factorsbeginning on page 30 of the proxy statement/prospectus.

After careful consideration, the board of directors of RedBall has unanimously approved the Business Combination Agreement and the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RedBall’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of RedBall, you should keep in mind that RedBall’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For further information see the section titled “BCA Proposal  Interests of RedBall’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the each of (i) the Domestication Proposal and (ii) the Charter Proposal require the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are


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approved by our shareholders at the annual general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR REDBALL PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO REDBALL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of RedBall’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

/s/ Gerald Cardinale

Gerald Cardinale
Co-Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated May 10, 2022 and is first being mailed to shareholders on or about May 10, 2022.


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REDBALL ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 363338)

667 Madison Avenue

16th Floor

New York, New York 10065

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING

TO BE HELD ON JUNE 1, 2022

TO THE SHAREHOLDERS OF REDBALL ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall Acquisition Corp., a Cayman Islands exempted company, company number 363338 (“RedBall”), will be held virtually at 9:30 a.m., Eastern Time, on June 1, 2022. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

   

Proposal No. 1  BCA Proposal — to consider and vote upon a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), by and among RedBall, Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of RedBall (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of RedBall (“Merger Sub Two”), and SeatGeek, Inc. (“SeatGeek”), and the transactions contemplated thereby, which provides for, among other things, (i) the merger of Merger Sub One with and into SeatGeek (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (ii) immediately after the First Merger, the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek as more fully described in the proxy statement/prospectus accompanying this notice. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall—BCA Proposal”, and a copy of the Business Combination Agreement, is attached to the accompanying proxy statement/prospectus as Annex A-1, Annex A-2 and Annex A-3

 

   

Proposal No. 2  Domestication Proposal — to consider and vote upon a proposal to approve, by special resolution, the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware (the “Domestication” and, together with the Mergers and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) as more fully described in the proxy statement/prospectus accompanying this notice (see the section titled, “Domestication Proposal”). Upon the effective time of the Domestication, RedBall will be renamed “SeatGeek, Inc.” and thereafter is referred to as “New SeatGeek”;

 

   

Proposal No. 3  — Charter Proposal — to consider and vote upon a proposal to approve, by special resolution, the replacement of the RedBall’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), currently in effect, with the proposed certificate of incorporation of New SeatGeek (the “Proposed Charter”) (a copy of which is attached to the proxy statement/prospectus as Annex K), including the change of RedBall’s name to “SeatGeek, Inc.”, and proposed bylaws of New SeatGeek (the “Proposed Bylaws”) (a copy of which is attached to the proxy statement/prospectus as Annex L), each to be effective upon the effectiveness of the Domestication.

 

   

Advisory Organizational Documents Proposals — to consider and vote upon the following three separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve, by


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ordinary resolution on a non-binding advisory basis, certain material differences between Cayman Constitutional Documents and the Proposed Charter and the Proposed Bylaws of New SeatGeek to be effective in connection with and upon the Domestication:

 

   

Proposal No. 4 —  Advisory Organizational Documents Proposal A — to consider and vote upon a proposal to approve the change in the authorized capital stock of RedBall from 400,000,000 Class A ordinary shares, par value $0.0001 per share (“RedBall Class A ordinary shares”), 40,222,222 Class B ordinary shares, par value $0.0001 per share (“RedBall Class B ordinary shares”) and 1,000,000 preference shares, par value $0.0001 per share (“RedBall preference shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”) and 10,000,000 shares of preferred stock of New SeatGeek (“New SeatGeek preferred stock”) pursuant to the Proposed Certificate of Incorporation (“Advisory Organizational Documents Proposal A”);

 

   

Proposal No. 5 — Advisory Organizational Documents Proposal B — to consider and vote upon a proposal to authorize the board of directors of New SeatGeek (the “New SeatGeek Board”) to issue any or all shares of New SeatGeek preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SeatGeek Board and as may be permitted by the DGCL (“Advisory Organizational Documents Proposal B”);

 

   

Proposal No. 6 — Advisory Organizational Documents Proposal C — to consider and vote upon a proposal to approve each of the following: (i) that the Court of Chancery of the State of Delaware (or any other court located in the State of Delaware if such court is not available) will be the exclusive forum for bringing certain legal claims against New SeatGeek or any of its directors, officers, employees or stockholders, including any derivative actions or claims for breach of fiduciary duty, violation of the DGCL or of any provision of the Proposed Certificate of Incorporation and the Proposed Bylaws; (ii) changing the name of RedBall from “RedBall Acquisition Corp.” to “SeatGeek, Inc.”; (iii) making New SeatGeek’s corporate existence perpetual; and (iv) removing certain provisions related to RedBall’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the RedBall Board believes are necessary to adequately address the needs of New SeatGeek after the Business Combination (collectively, “Advisory Organizational Documents Proposal C”);

 

   

Director Election Proposals — to consider and vote upon the following two separate proposals (collectively, the “Director Election Proposals”) to approve, by ordinary resolution, two different slates of directors:

 

   

Proposal No. 7 — Director Election Proposal A — to consider and vote upon a proposal to appoint, by ordinary resolution of the RedBall Class B ordinary shares, the two Class I directors, Richard H. Thaler and Lewis N. Wolff, each of whom will serve as the Class I directors of RedBall until the earlier of the 2025 annual general meeting of shareholders, the consummation of the Business Combination, or until such director’s respective successor is duly appointed and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal A”);

 

   

Proposal No. 8 — Director Election Proposal B — to consider and vote upon a proposal to elect, by ordinary resolution of the RedBall Class B ordinary shares, directors who, immediately following the consummation of the Business Combination, will be the directors of New SeatGeek (the “Director Election Proposal B”);

 

   

Proposal No. 9 Stock Issuance Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, (i) the issuance of up to 6,500,000 shares of New SeatGeek common stock in the Backstop Subscription (defined in the accompanying proxy statement/prospectus) pursuant to the Backstop Subscription Agreement and (ii) the issuance of up to 176,493,334 shares of New SeatGeek common stock (including the SeatGeek Earnout Securities and the Sponsor Earnout Shares) pursuant to the Business Combination Agreement and the PIPE Investment (the “Stock Issuance Proposal”);


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Proposal No. 10  Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, the New SeatGeek 2022 Equity Incentive Plan (the “Equity Incentive Plan Proposal”);

 

   

Proposal No. 11  ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution the New SeatGeek 2022 Employee Stock Purchase Plan (the “ESPP Proposal”); and

 

   

Proposal No. 12— Adjournment Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

Each of the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other Condition Precedent Proposal. None of the Advisory Organizational Documents Proposals, Director Election Proposal A or the Adjournment Proposal is conditioned upon the approval of any other proposal to be considered at the extraordinary general meeting. Only holders of record of RedBall ordinary shares at the close of business on April 22, 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The proxy statement/prospectus and proxy card accompanying this notice are being provided to RedBall’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of RedBall’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RedBall has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals to be considered by RedBall’s shareholders at the extraordinary general meeting and described in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of RedBall, you should keep in mind that RedBall’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal  Interests of RedBall’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of RedBall public shares (a “public shareholder”) may request of RedBall that New SeatGeek redeem all or a portion of its RedBall public shares for cash if the Business Combination is consummated. As a holder of RedBall public shares, you will be entitled to receive cash for any RedBall public shares to be redeemed only if you:

 

   

(i) hold RedBall public shares, or (ii) if you hold RedBall units, you elect to separate your units into the underlying RedBall public shares and public warrants prior to exercising your redemption rights with respect to the RedBall public shares;

 

   

submit a written request to RedBall’s transfer agent, Continental Stock Transfer & Trust Company, that New SeatGeek redeem all or a portion of your RedBall public shares for cash;

 

   

affirmatively certify in your request for redemption to the transfer agent that you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

   

deliver your RedBall public shares to the transfer agent, either physically or electronically through The Depository Trust Company’s DWAC system.


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Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 27, 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of RedBall units must elect to separate the units into the underlying RedBall public shares and warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying RedBall public shares and warrants, or if a holder holds RedBall units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to have RedBall redeem their RedBall public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the RedBall public shares that it holds and timely delivers its shares to the transfer agent, New SeatGeek will redeem such RedBall public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on the trust account amount as of April 22, 2022, this would have amounted to approximately $10.01 per issued and outstanding RedBall public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its RedBall public shares for cash and will no longer own RedBall public shares. The redemption takes place following the Domestication and the effectiveness of the Proposed Certificate of Incorporation and, accordingly, it is shares of New SeatGeek common stock that will be redeemed promptly after consummation of the Business Combination. See the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall  Redemption Rights” in the proxy statement/prospectus accompanying this notice for a detailed description of the procedures to be followed if you wish to redeem your RedBall public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its RedBall public shares with respect to more than an aggregate of 15% of the RedBall public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the RedBall public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The approval of each of the Domestication Proposal and the Charter Proposal must be approved by a special resolution, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the proxy statement/prospectus accompanying this notice to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this notice.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy


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card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali Global LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RBAC.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of RedBall Acquisition Corp., May 10, 2022

 

/s/ Gerald Cardinale

Gerald Cardinale
Co-Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR REDBALL PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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References To Additional Information

     iii  

Selected Definitions

     iv  

Cautionary Statement Regarding Forward-Looking Statements

     xiv  

Questions and Answers For RedBall Shareholders

     xvii  

Summary of The Proxy Statement/Prospectus

     1  

Risk Factors

     30  

Selected Historical Financial Information of RedBall

     88  

Selected Historical Consolidated Financial and Operating Data of SeatGeek

     89  

Selected Unaudited Pro Forma Condensed Combined Financial Information

     91  

Comparative Share Information

     93  

Market Price and Dividend Information

     95  

Extraordinary General Meeting in lieu of Annual General Meeting of RedBall

     96  

BCA Proposal

     103  

Domestication Proposal

     154  

Charter Proposal

     156  

Advisory Organizational Documents Proposals

     158  

Director Election Proposals

     169  

Stock Issuance Proposal

     172  

Equity Incentive Plan Proposal

     174  

ESPP Proposal

     185  

Adjournment Proposal

     189  

U.S. Federal Income Tax Considerations

     191  

Unaudited Pro Forma Condensed Combined Financial Information

     206  

Information About RedBall

     217  

RedBall’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

     228  

Business of SeatGeek

     234  

SeatGeek’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

     248  

Management of New SeatGeek Following The Business Combination

     269  

Executive Compensation

     277  

Beneficial Ownership of Securities

     291  

Certain Relationships and Related Person Transactions

     297  

Comparison of Corporate Governance and Shareholder Rights

     305  

Description of Redball’s and New SeatGeek Securities

     309  

Securities Act Restrictions on Resale of New SeatGeek Securities

     320  

Stockholder Proposals and Nominations

     321  

Appraisal Rights

     322  

Shareholder Communications

     323  

 

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Legal Matters

     324  

Experts

     325  

Delivery of Documents To Shareholders

     326  

Enforceability of Civil Liability

     327  

Where You Can Find More Information

     328  

Index to Financial Statements

     F-1  

ANNEX A-1: BUSINESS COMBINATION AGREEMENT

     A-1  

ANNEX A-2: FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT

     A-2-1  

ANNEX A-3: SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT

     A-3-1  

ANNEX B: SPONSOR SUPPORT AGREEMENT

     B-1  

ANNEX C: SEATGEEK HOLDERS SUPPORT AGREEMENT

     C-1  

ANNEX D: FORM OF SUBSCRIPTION AGREEMENT

     D-1  

ANNEX E: BACKSTOP SUBSCRIPTION AGREEMENT

     E-1  

ANNEX F: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     F-1  

ANNEX G: FORM OF LOCK-UP AGREEMENT

     G-1  

ANNEX H: NEW SEATGEEK 2022 EQUITY INCENTIVE PLAN

     H-1  

ANNEX I: NEW SEATGEEK 2022 EMPLOYEE STOCK PURCHASE PLAN

     I-1  

ANNEX J: CAYMAN CONSTITUTIONAL DOCUMENTS OF REDBALL

     J-1  

ANNEX K: FORM OF PROPOSED CERTIFICATE OF INCORPORATION

     K-1  

ANNEX L: FORM OF PROPOSED BYLAWS

     L-1  

ANNEX M: FORM WARRANT SUBSCRIPTION AGREEMENT

     M-1  

 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning RedBall, without charge, by written request to Secretary at RedBall Acquisition Corp., 667 Madison Avenue, 16th Floor, New York, New York 10065, or by telephone request at (212) 235-1000; or Morrow Sodali, RedBall’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RBAC.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for RedBall shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall to be held on June 1, 2022, you must request the information no later than May 24, 2022, five business days prior to the date of the extraordinary general meeting.

 

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

   

“2022 Plan” are to the New SeatGeek 2022 Equity Incentive Plan attached to this proxy statement/prospectus as Annex H;

 

   

“Aggregate Cash Consideration” are to the total amount of cash payable to holders of SeatGeek common stock who make an election to receive cash in exchange for shares of SeatGeek common stock in accordance with, and subject to, the terms of the Business Combination Agreement, including the Cash Consideration Cap;

 

   

“Aggregate Stock Consideration” are to the aggregate number of shares of New SeatGeek common stock issuable to holders of SeatGeek Securities upon consummation of the First Merger and determined in accordance with the Business Combination Agreement;

 

   

“Aggregate Transaction Consideration” are to the Aggregate Cash Consideration, if any, the Aggregate Stock Consideration and the SeatGeek Earnout Securities;

 

   

“Amended and Restated Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among New SeatGeek, the Sponsor, RedBall’s directors and officers, certain SeatGeek Stockholders and SeatGeek’s directors and executive officers;

 

   

“Available Cash” are to the amount equal to (i) all amounts in the trust account, plus (ii) the aggregate amount of cash that has been funded to and remains with RedBall pursuant to the Backstop Subscription Agreement as of immediately prior to the Closing, plus (iii) any other cash then held by RedBall as of immediately prior to the Closing (excluding the proceeds of the PIPE Investment), minus (iv) the aggregate amount payable from the trust account with respect to all redemptions, minus (v) all indebtedness for borrowed money of RedBall as of immediately prior to the Closing, minus (vi) all Excluded RedBall Transaction Expenses, minus (vii) without duplication of amounts taken into account in clause (vi), any Excess RedBall Transaction Expenses to be paid by RedBall against a corresponding cancellation of RedBall ordinary shares held by Sponsor;

 

   

“Backstop Subscription” are to the purchase of up to $65,000,000 of New SeatGeek common stock pursuant to, and subject to the terms and conditions of, the Backstop Subscription Agreement by Backstop Subscriber;

 

   

“Backstop Subscription Agreement” are to the subscription agreement, dated as of October 13, 2021, by and among RedBall, SeatGeek and Sponsor, setting forth the terms and conditions for the Backstop Subscription;

 

   

“Backstop Subscriber” are to Sponsor solely in its capacity as the subscriber of shares in the Backstop Subscription pursuant to, and subject to the terms and conditions of, the Backstop Subscription Agreement;

 

   

“Business Combination” are to the transactions contemplated by the Business Combination Agreement including, among others, the Domestication and the Mergers;

 

   

“Business Combination Agreement” or “BCA” are to the Business Combination Agreement and Plan of Reorganization dated as of October 13, 2021 among RedBall, SeatGeek, Merger Sub One and Merger Sub Two, as amended from time to time, including on December 21, 2021, by the First Amendment and on March 28, 2022, by the Second Amendment;

 

   

“Cash Consideration Cap” are to (i) the lesser of (x)(1) the Available Cash plus (2) the aggregate amount of cash that has been funded to and remains with RedBall pursuant to the Subscription Agreements and the aggregate of amount of cash that has been funded to and remains with SeatGeek pursuant to the Designated SG Warrant, in each case, as of immediately prior to the Closing, minus (3) SeatGeek’s transaction expenses minus (4) the aggregate amount of RedBall Transaction Expenses that were not included in the calculation of Available Cash, minus (5) $458,000,000 or such greater amount as determined by SeatGeek, in good faith, at least two (2) business days prior to the Closing and (y) $50,000,000, or (ii) if the Backstop Subscription is funded, $0;

 

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“Cayman Constitutional Documents” are to RedBall’s Amended and Restated Memorandum and Articles of Association, as may be further amended from time to time;

 

   

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (as amended);

 

   

“Closing” are to the closing of the Business Combination;

 

   

“Closing Date” are to the date on which the Closing actually occurs;

 

   

“Condition Precedent Approvals” are to the requisite approval by RedBall shareholders at the extraordinary general meeting of each of the Condition Precedent Proposals;

 

   

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal, collectively, as such terms are defined in the section titled, “—Extraordinary General Meeting in lieu of Annual General Meeting of RedBall” starting on page 94 of this proxy statement/prospectus;

 

   

“Continental” or “transfer agent” are to Continental Stock Transfer & Trust Company;

 

   

“Designated SG Warrant” are to the warrants to purchase shares of SeatGeek common stock issued in the Designated SG Warrant Investment;

 

   

“Designated SG Warrant Investment” are to the purchase of the Designated SG Warrant pursuant to the Designated SG Warrant Subscription Agreement;

 

   

“Designated SG Warrant Subscription Agreement” are to the subscription agreement pursuant to which the Designated SG Warrant will be purchased;

 

   

“DGCL” are to the General Corporation Law of the State of Delaware;

 

   

“Domestication” are to the deregistration of RedBall Acquisition Corp. by way of continuation under the Cayman Islands Companies Act and its domestication as a corporation incorporated in the State of Delaware in accordance with Section 388 of the DGCL, pursuant to which, among other things, RedBall’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware and its name will be changed to “SeatGeek, Inc.”;

 

   

“Earnout Period” are to the time period commencing on the Closing Date and ending on the first to occur of (i) the fifth (5th) anniversary of the Closing Date and (ii) the closing of a Subsequent Transaction;

 

   

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II, Earnout Triggering Event III and Earnout Triggering Event IV;

 

   

“Earnout Triggering Event I” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $12.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $12.00;

 

   

“Earnout Triggering Event II” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $14.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $14.00;

 

   

“Earnout Triggering Event III” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is

 

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greater than or equal to $16.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $16.00;

 

   

“Earnout Triggering Event IV” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $18.00 for twenty of any thirty consecutive trading days or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $18.00;

 

   

“Equity Value” are to $1,281,600,000;

 

   

“ESPP” are to the New SeatGeek 2022 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex I;

 

   

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

   

“Excess RedBall Transaction Expenses” are to the amount, if any, by which the sum of the RedBall Transaction Expenses and the Excluded RedBall Transaction Expenses that are outstanding immediately prior to the Closing exceed $35,000,000;

 

   

“Excluded RedBall Transaction Expenses” are to the sum of (i) any out-of-pocket fees and expenses paid or payable by RedBall or any of its subsidiaries or any of their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of any offer, inquiry, proposal or indication of interest relating to a business combination or any transaction other than the Business Combination, to the extent not paid in full prior to the Closing, or (ii) any deferred underwriting expenses, commissions or amounts payable with respect to the initial public offering;

 

   

“Exchange Ratio” are to the quotient obtained by dividing (i) the Per Share Merger Consideration Value by (ii) $10.00 (rounded to four decimal places), which, based on the number of SeatGeek Outstanding Shares on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, which is estimated to be 0.6863 shares;

 

   

“Extraordinary General Meeting” are to the extraordinary general meeting in lieu of annual general meeting of RedBall’s shareholders, to be held at 9:30 a.m. Eastern Time on June 1, 2022, to be held virtually, and any adjournment or postponement thereof;

 

   

“First Amendment” means the First Amendment to Business Combination Agreement and Plan of Reorganization, entered into by RedBall, SeatGeek, Merger Sub One and Merger Sub Two as of December 12, 2021, a copy of which is attached to this proxy statement as Annex A-2;

 

   

“First Effective Time” are to the effective time of the First Merger;

 

   

“First Merger” are to the merger of Merger Sub One with and into SeatGeek, with SeatGeek surviving as a wholly owned subsidiary of New SeatGeek;

 

   

“founder shares” are to the RedBall Class B ordinary shares purchased by the Sponsor in a private placement prior to our initial public offering, and the RedBall Class A ordinary shares issuable upon the conversion thereof;

 

   

“GAAP” are to the accounting principles generally accepted in the United States of America;

 

   

“HSR Act” are to the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“initial public offering” or “IPO” are to RedBall’s initial public offering that was consummated on August 17, 2020;

 

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“IPO registration statement” are to the Registration Statement on Form S-1 (333-240138) filed by RedBall in connection with its initial public offering, which became effective on August 12, 2020;

 

   

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

   

“Mergers” are to the First Merger and the Second Merger;

 

   

“Merger Sub One” are to Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of RedBall;

 

   

“Merger Sub Two” are to Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of RedBall;

 

   

“Net Promoter Score,” or “NPS,” refers to SeatGeek’s net promoter score, which is a percentage, expressed as a numerical value up to a maximum value of 100, that SeatGeek uses to gauge satisfaction of consumers that actually used SeatGeek and other ticketing services in the preceding 3-years. NPS is based on a customer research survey of 796 consumers conducted by Equation Research on behalf of SeatGeek in September 2021, and reflects responses to the following question on a scale of zero to ten: “How likely would you be to recommend the following ticketing company to a family member, friend or co-worker?” Responses of nine or ten are considered “promoters” and responses of six or less are considered “detractors.” The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the NPS;

 

   

“New SeatGeek” are to RedBall after the Domestication and its name change from RedBall Acquisition Corp. to “SeatGeek, Inc.”;

 

   

“New SeatGeek Assumed Warrants” are to the SeatGeek warrants assumed by New SeatGeek pursuant to the terms of the BCA upon consummation of the Business Combination, including the Designated SG Warrant;

 

   

“New SeatGeek common stock” are to shares of common stock, par value $0.0001 per share, of New SeatGeek;

 

   

“New SeatGeek Incentive Warrants” are to the warrants of New SeatGeek issued to the PIPE Investors in the PIPE Investment;

 

   

“New SeatGeek Options” are to options to acquire a number of shares of New SeatGeek common stock upon substantially the same terms and conditions as in effect with respect to SeatGeek Options as of immediately prior to the First Effective Time, including with respect to vesting, exercisability, and termination-related provisions;

 

   

“New SeatGeek Restricted Stock” are to shares of New SeatGeek common stock that is unvested or is subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with New SeatGeek;

 

   

“New SeatGeek RSUs” are to restricted stock units relating to shares of New SeatGeek common stock;

 

   

“New SeatGeek warrants” are to, as the context requires, (i) the redeemable warrants of New SeatGeek issued upon the conversion of the RedBall public warrants at the time of the Domestication and (ii) the warrants of New SeatGeek issued upon the conversion of the private placement warrants at the time of the Domestication;

 

   

“NYSE” are to the New York Stock Exchange;

 

   

“Per Share Merger Consideration Value” are to (i) the Equity Value divided by (ii) the SeatGeek Outstanding Shares, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus was $6.86

 

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“person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

 

   

“PIPE Investment” are to the purchase of shares of New SeatGeek common stock and New SeatGeek Incentive Warrants (excluding the Designed SG Warrant), pursuant to the Subscription Agreements;

 

   

“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

 

   

“private placement warrants” are to the private placement warrants issued to the Sponsor at the time of RedBall’s IPO and, as context requires, the warrants of New SeatGeek issued upon the conversion thereof at the time of the Domestication;

 

   

“pro forma” are to giving pro forma effect to the consummation of the Business Combination and the other related events contemplated by the Business Combination Agreement;

 

   

“Proposals” are to the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal;

 

   

“Proposed Bylaws” are to the proposed bylaws of New SeatGeek to be effective at the time of the Domestication in the form attached to this proxy statement/prospectus as Annex L;

 

   

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New SeatGeek to be effective at the time of the Domestication attached to this proxy statement/prospectus as Annex K;

 

   

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

   

“public shareholders” are to holders of RedBall public shares, whether acquired in RedBall’s initial public offering or acquired in the secondary market;

 

   

“record date” are to April 22, 2022, the record date for the extraordinary general meeting established by the RedBall Board;

 

   

“RedBall” are to RedBall Acquisition Corp., a Cayman Islands exempted company;

 

   

“RedBall Board” are to the board of directors of RedBall;

 

   

“RedBall Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of RedBall;

 

   

“RedBall Class B ordinary shares” are to the Class B ordinary shares, par value $0.0001 per share, of RedBall;

 

   

“RedBall ordinary shares” or “ordinary shares” are to RedBall Class A ordinary shares and RedBall Class B ordinary shares, collectively;

 

   

“RedBall public shares” are to the RedBall Class A ordinary shares (including those that underlie the RedBall units) that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement;

 

   

“RedBall public warrants” or “public warrants” are to the redeemable warrants (including those that underlie the RedBall units) that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement;

 

   

“RedBall shareholders” are to holders of RedBall ordinary shares;

 

   

“RedBall Share Redemption” means the election of an eligible (as determined in accordance with the RedBall governing documents) holder of RedBall Class A ordinary shares and RedBall Class B

 

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ordinary shares to have RedBall repurchase the RedBall Class A ordinary shares and RedBall Class B ordinary shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the trust account (including any interest earned on the funds held in the trust account, but net of taxes payable) (as determined in accordance with the RedBall governing documents) in connection with the Business Combination.

 

   

“RedBall units” and “units” are to the units of RedBall, each unit representing one RedBall Class A ordinary share and one-third of one redeemable warrant to acquire one RedBall Class A ordinary share, that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement (excluding any units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

 

   

“RedBall Transaction Expenses” are to any out-of-pocket fees and expenses paid or payable by RedBall or any of its subsidiaries or any of their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Business Combination, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including deferred underwriting expenses), and (ii) any and all filing fees, administrative fees, costs and expenses payable by RedBall or any of its subsidiaries, or SeatGeek or any of its subsidiaries, to the governmental authorities in connection with the Business Combination; provided, however, that RedBall Transaction Expenses will only include one-half of the filing fees for any regulatory approvals;

 

   

“redemption” are to each redemption of RedBall public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

 

   

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

 

   

“SeatGeek” are to SeatGeek, Inc., a Delaware corporation;

 

   

“SeatGeek Awards” are to SeatGeek Options, SeatGeek RSUs and SeatGeek Restricted Stock;

 

   

“SeatGeek Charter” are to SeatGeek’s Eighth Amended and Restated Certificate of Incorporation as in effect as of the date of the Business Combination Agreement;

 

   

“SeatGeek capital stock” are to the authorized capital stock of SeatGeek, comprised of SeatGeek common stock and SeatGeek preferred stock;

 

   

“SeatGeek common stock” are to shares of the common stock, par value $0.001 per share, of SeatGeek;

 

   

“SeatGeek Earnout Securities” are to up to 35,000,000 shares of New SeatGeek common stock, comprised of four separate tranches of 8,750,000 shares of New SeatGeek common stock per tranche, issuable to SeatGeek Securityholders during the SeatGeek Earnout Period upon the achievement of the applicable Earnout Triggering Events, which shares may also be issued in the form of Earnout RSUs;

 

   

“SeatGeek Options” are to all outstanding options to purchase SeatGeek common stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the SeatGeek, Inc. 2009 Equity Incentive Plan and the SeatGeek, Inc. 2017 Equity Incentive Plan each as amended from time to time;

 

   

“SeatGeek Outstanding Shares” are to (i) the aggregate number of shares of SeatGeek common stock issued and outstanding on a fully diluted basis (but excluding shares issued upon the exercise of the Designated SG Warrant) as of immediately prior to the First Effective Time minus (ii) the number of shares of SeatGeek common stock that are cancelled pursuant to the Business Combination Agreement;

 

   

“SeatGeek preferred stock” are to the SeatGeek Series A preferred stock, the SeatGeek Series A-1 preferred stock, the SeatGeek Series A-2 preferred stock, the SeatGeek Series B preferred stock, the SeatGeek Series C preferred stock, the SeatGeek Series D preferred stock and the SeatGeek Series D-1 preferred stock, collectively;

 

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“SeatGeek Restricted Stock” are to any SeatGeek common stock that is unvested or is subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek;

 

   

“SeatGeek RSUs” are to all outstanding restricted stock units relating to SeatGeek common stock, whether or not vested, immediately prior to the Closing under the SeatGeek, Inc. 2009 Equity Incentive Plan and the SeatGeek, Inc. 2017 Equity Incentive Plan, each as amended from time to time, or otherwise;

 

   

“SeatGeek Securities” are to the SeatGeek common stock, the SeatGeek preferred stock, the SeatGeek Options, the SeatGeek RSUs, the SeatGeek Restricted Stock and the SeatGeek Warrants (including the Designated SG Warrant);

 

   

“SeatGeek Securityholder” are to a holder of SeatGeek Securities;

 

   

“SeatGeek Series A preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series A-1 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A-1 Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series A-2 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A-2 Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series B preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series B Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series C preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series C Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series D preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series D Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Series D-1 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series D-1 Preferred Stock in the SeatGeek Charter;

 

   

“SeatGeek Stockholder” are to holders of any shares of SeatGeek Capital Stock immediately prior to the Business Combination;

 

   

“SeatGeek Holders Support Agreement” are to that certain Stockholder Support Agreement, dated as of October 13, 2021, by and among RedBall, SeatGeek and the Persons set forth in Schedule I thereto, as amended from time to time;

 

   

“SeatGeek Warrants” are to all outstanding warrants issued by SeatGeek to acquire shares of SeatGeek Capital Stock;

 

   

“SEC” are to the United States Securities and Exchange Commission;

 

   

“Second Effective Time” are to the effective time of the Second Merger;

 

   

“Second Merger” are to the merger of SeatGeek, as the surviving corporation in the First Merger, with and into Merger Sub Two immediately following the First Merger and as part of the same overall transaction as the First Merger, with Merger Sub Two surviving as a wholly-owned subsidiary of New SeatGeek;

 

   

“Second Amendment” means the Second Amendment to Business Combination Agreement and Plan of Reorganization, entered into by RedBall, SeatGeek, Merger Sub One and Merger Sub Two as of March 28, 2022, a copy of which is attached to this proxy statement as Annex A-3;

 

   

“Securities Act” are to the Securities Act of 1933, as amended;

 

   

“Sponsor” are to RedBall SponsorCo LP, a Cayman Islands exempted company;

 

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“Sponsor Earnout Period” are to the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date;

 

   

“Sponsor Earnout Shares” are to up to 7,187,500 shares of New SeatGeek common stock, comprised of two separate tranches of 3,593,750 shares of New SeatGeek common stock per tranche, that the Sponsor has agreed to subject to potential forfeiture to New SeatGeek for no consideration until the occurrence of the applicable Sponsor Earnout Trigger Events during the Sponsor Earnout Period;

 

   

“Sponsor Earnout Triggering Events” are to Sponsor Earnout Triggering Event I and Sponsor Earnout Triggering Event II;

 

   

“Sponsor Earnout Triggering Event I” are to the earliest of the following during the Sponsor Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $12.50 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $12.50;

 

   

“Sponsor Earnout Triggering Event II” are to the earliest of the following during the Sponsor Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $15.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration;

 

   

“Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of October 13, 2021, by and among SeatGeek, RedBall, Sponsor and each director of RedBall, as amended from time to time;

 

   

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

 

   

“Subsequent Transaction” are to the closing of a transaction or series of related transactions that is consummated after the Closing that results in (i) a change in control of New SeatGeek, directly or indirectly, immediately following such transaction or (ii) a sale or disposition of all or substantially all of the assets of New SeatGeek and its subsidiaries on a consolidated basis;

 

   

“trust account” are to the trust account established at the consummation of RedBall’s initial public offering located in the United States of America and maintained by Continental, acting as trustee;

 

   

“unaided brand awareness” represents the percentage of respondents to a survey conducted by Morning Consult between March 24 and April 2, 2021 of a nationally-representative sample of 2,000 recent US ticket purchasers with a margin of error of +/- 2% (“Morning Consult Survey”), that responded with “SeatGeek” when asked “When you think about tickets to live events likes sports, concerts, and theater, what companies, websites or apps comes to mind?”;

 

   

“warrants” are to the RedBall public warrants and the private placement warrants; and

 

   

“Warrant Subscription Agreement” are to that certain warrant subscription agreement, dated as of October 13, 2021, by and between SeatGeek and a certain investor.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to RedBall Class A ordinary shares, shares of New SeatGeek common stock or warrants include such securities underlying the RedBall units.

 

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Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information and Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New SeatGeek stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

 

  1.

No public shareholders exercise their redemption rights in connection with the proposed Business Combination, and the balance of the trust account as of the Closing is the same as its balance on April 22, 2022 of approximately $575,636,385. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Redemption Rights”.

 

  2.

No warrant holders exercise any of the 19,166,667 RedBall public warrants, the 9,566,667 private placement warrants or any of the New SeatGeek Incentive Warrants that will remain outstanding following the Business Combination.

 

  3.

The Sponsor contributes to New SeatGeek for no consideration 1,000,000 shares of New SeatGeek common stock upon the Closing pursuant to the terms and conditions of the Sponsor Support Agreement. The 1,000,000 shares to be contributed are not included in outstanding share calculations unless expressly stated to the contrary. For further information see the section titled, “BCA Proposal — Related Agreements — Sponsor Support Agreement”.

 

  4.

Neither the SeatGeek Earnout Securities nor the Sponsor Earnout Shares have vested pursuant to the applicable terms of the Business Combination Agreement. Neither the SeatGeek Earnout Securities nor the Sponsor Earnout Shares are included in the outstanding share calculations unless expressly stated to the contrary. For further information see the section titled, “BCA Proposal — The Business Combination Agreement — SeatGeek Earnout Securities”.

 

  5.

(i) The PIPE Investment is consummated in accordance with its terms, with New SeatGeek issuing 9,050,000 shares of New SeatGeek common stock to the PIPE Investors and (ii) the Designated SG Warrant is exercised immediately after the consummation of the Business Combination for 950,000 shares of New SeatGeek common stock. For further information see the section titled, “BCA Proposal — Related Agreements — Subscription Agreements”.

 

  6.

Aggregate Cash Consideration to be paid to SeatGeek Stockholders is zero. For further information see the section titled, “BCA Proposal — The Business Combination Agreement — Conversion of Securities”.

 

  7.

Other than in connection with the PIPE Investment and Designated SG Warrant Investment, there are no other issuances of equity securities of RedBall prior to or in connection with the First Effective Time.

 

  8.

The “No Redemption” scenario is based on the following assumptions: (i) no RedBall public shareholders exercise their redemption rights in connection with the Business Combination; (ii) New SeatGeek issues 108,958,783 shares of New SeatGeek common stock to SeatGeek Stockholders, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022 as part of the Aggregate Transaction Consideration pursuant to the Business Combination Agreement; (iii) the Aggregate Cash Consideration paid to SeatGeek Stockholders is zero and the Exchange Ratio is estimated to be 0.6863 as of April 22, 2022; (iv) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (v) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (vi) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (vii) the Sponsor Earnout Shares are vested in full; (viii) there are no SeatGeek Earnout Securities issued and outstanding; (ix) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; (x) there are no other issuances of equity interests of New

 

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  SeatGeek; (xi) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; and (xii) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested.

 

  9.

The “Maximum Redemption” scenario is based on the following assumptions: (i) 40,563,638 RedBall public shares are redeemed in connection with the Business Combination (based on the trust account amount as of April 22, 2022 of approximately $575,636,385, RedBall’s estimate of the number of RedBall public shares that could be redeemed in connection with the Business Combination, in the aggregate, while still satisfying the closing conditions contained in the Business Combination Agreement, including the minimum cash condition that requires proceeds of $200.0 million (excluding $100.0 million of proceeds from the PIPE Investment and the sale of the Designated SG Warrant and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses), and assuming the issuance of 6,500,000 shares of New SeatGeek common stock pursuant to the Backstop Subscription); (ii) New SeatGeek issues 108,958,783 shares of New SeatGeek common stock to SeatGeek Stockholders, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022, as part of the Aggregate Transaction Consideration pursuant to the Business Combination Agreement; (iii) the Aggregate Cash Consideration paid to SeatGeek Stockholders is zero and the Exchange Ratio is estimated to be 0.6863 as of April 22, 2022, (iv) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (v) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (vi) 6,500,000 shares of New SeatGeek common stock are issued to the Sponsor in the Backstop Subscription; (vii) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (viii) the Sponsor Earnout Shares are vested in full; (ix) there are no SeatGeek Earnout Securities issued and outstanding; (x) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; (xi) there are no other issuances of equity interests of New SeatGeek; (xii) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; and (xiii) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested. Because the “Maximum Redemption” scenario assumes the satisfaction of the minimum cash condition, and that condition may be waived, there is no assurance that the actual number of RedBall public shares redeemed in the consummation of the Business Combination will not exceed 40,563,638.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain statements that are forward-looking statements for purposes of the safe harbor provisions under the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Business Combination and expectations regarding the combined business, and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of the respective management of SeatGeek and RedBall and are not predictions of actual performance. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RedBall nor SeatGeek presently knows, or that RedBall or SeatGeek currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Except as may be required under applicable securities laws, RedBall and SeatGeek do not undertake any obligation to update these forward-looking statements and RedBall and SeatGeek specifically disclaim any obligation to do so. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

RedBall’s ability to complete the Business Combination or, if RedBall does not consummate such Business Combination, any other initial business combination;

 

   

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:

 

   

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE of the shares of New SeatGeek common stock to be issued in connection with the First Merger, (v) that New SeatGeek have at least $5,000,001 of net tangible assets upon Closing, and (vi) the absence of any injunctions;

 

   

that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek;

 

   

that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall;

 

   

the projected financial information, business and operating metrics, anticipated growth rate, and market opportunity of New SeatGeek;

 

   

the ability to obtain or maintain the listing of New SeatGeek common stock and New SeatGeek warrants on NYSE following the Business Combination;

 

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our public securities’ potential liquidity and trading;

 

   

our ability to raise financing in the future;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

   

RedBall officers and directors allocating their time to other businesses and potentially having conflicts of interest with RedBall’s business or in approving the Business Combination;

 

   

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

   

the impact of the regulatory environment and complexities with compliance related to such environment;

 

   

factors relating to the business, operations and financial performance of SeatGeek and its subsidiaries, including:

 

   

the impact of the COVID-19 pandemic;

 

   

SeatGeek’s history of operating losses and expectations of significant expenses and continuing losses for the foreseeable future;

 

   

the ability of SeatGeek to maintain an effective system of internal control over financial reporting;

 

   

the ability of SeatGeek to respond to economic and other factors adversely affecting the live event industry and general economic conditions;

 

   

the ability of SeatGeek to grow market share in its existing markets or any new markets it may enter;

 

   

the ability of SeatGeek to manage its growth effectively;

 

   

the ability of SeatGeek to manage market and technology trends;

 

   

the ability of SeatGeek to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

 

   

the ability of SeatGeek to maintain and enhance its products and brand, and to attract customers;

 

   

the success of strategic relationships with third parties;

 

   

the risk of cybersecurity attacks, data loss or other breaches of SeatGeek’s network security; and

 

   

the ability of SeatGeek to comply with governmental regulations; and

 

   

other factors detailed under the section titled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or SeatGeek. There can be no assurance that future developments affecting us or SeatGeek will be those that we or SeatGeek have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of SeatGeek) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 30 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our or SeatGeek’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the continued spread of COVID-19 or variants thereof. It is not possible to predict or identify all such risks. RedBall

 

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and SeatGeek undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any RedBall shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us, SeatGeek and/or New SeatGeek.

 

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QUESTIONS AND ANSWERS FOR REDBALL SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to RedBall’s shareholders. RedBall urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held exclusively online via live audio-only webcast, at 9:30 a.m. Eastern Time, on June 1, 2022, or at such other date, time and place to which such meeting may be adjourned or postponed.

Q:    Why am I receiving this proxy statement/prospectus?

A:    RedBall shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, (i) the merger of Merger Sub One with and into SeatGeek, with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (ii) immediately after the First Merger, the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two, with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described in this proxy statement/prospectus. See the section titled, “BCA Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Business Combination, RedBall will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration by way of continuation under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL. As a result of the Domestication, (i) each of the then issued and outstanding RedBall Class A ordinary shares, including RedBall Class A ordinary shares underlying issued and outstanding RedBall unit, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (ii) each of the then issued and outstanding RedBall Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) each then issued and outstanding RedBall warrant, including RedBall warrants underlying issued and outstanding units of RedBall, will convert automatically into a New SeatGeek warrant, and (iv) each of the then issued and outstanding RedBall units will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. See the section titled, “Domestication Proposal” for additional information.

The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see the question “Q: What amendments will be made to the current constitutional documents of RedBall?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF REDBALL AND SEATGEEK, CAREFULLY AND IN ITS ENTIRETY.

Q:    What proposals are shareholders of RedBall being asked to vote upon?

A:    At the extraordinary general meeting, RedBall is asking holders of ordinary shares to consider and vote upon:

 

   

a proposal to approve by ordinary resolution the Business Combination and to adopt the Business Combination Agreement;

 

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a proposal to approve by special resolution the Domestication;

 

   

a proposal to approve by special resolution the Proposed Certificate of Incorporation and Proposed Bylaws to become effective upon Domestication;

 

   

on a non-binding advisory basis, the following three separate proposals to approve by ordinary resolution certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

 

   

a change in capitalization in the authorized capital stock of RedBall from 400,000,000 RedBall Class A ordinary shares, 40,222,222 RedBall Class B ordinary shares and 1,000,000 RedBall preference shares to, 1,000,000,000 shares of common stock, par value $0.0001 per share, of New SeatGeek and 10,000,000 shares of preferred stock of New SeatGeek, as provided in the Proposed Certificate of Incorporation;

 

   

to authorize the New SeatGeek Board to issue any or all shares of New SeatGeek preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SeatGeek Board and as may be permitted by the DGCL;

 

   

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (i) changing the corporate name from “RedBall Acquisition Corp.” to “SeatGeek, Inc.,” (ii) making New SeatGeek’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation, and (iv) removing certain provisions related to RedBall’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination;

 

   

a proposal to approve by ordinary resolution of the RedBall Class B ordinary shares the directors of RedBall who will serve from the date of the approval until the earlier of the next annual general meeting or the consummation of the Business Combination;

 

   

a proposal to approve by ordinary resolution of the RedBall Class B ordinary shares the directors of New SeatGeek who will serve upon the consummation of the Business Combination;

 

   

a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of NYSE, the issuance of (i) up to 6,500,000 shares of New SeatGeek common stock to the Backstop Subscriber in the Backstop Subscription and (ii) up to 176,493,334 shares of New SeatGeek common stock (including the SeatGeek Earnout Securities and the Sponsor Earnout Shares) pursuant to the Business Combination Agreement and PIPE Investment;

 

   

a proposal to approve by ordinary resolution the 2022 Plan;

 

   

a proposal to approve by ordinary resolution the ESPP; and

 

   

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

For additional information regarding the proposals to be considered at the extraordinary general meeting, see the sections titled “BCA Proposal”, “Domestication Proposal”, “Charter Proposal”, “Advisory Organizational Documents Proposals”, Director Election Proposals”, “Stock Issuance Proposal”, “Equity Incentive Plan Proposal”, “ESPP Proposal”, and “Adjournment Proposal.”

RedBall will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. RedBall shareholders should read this proxy statement/prospectus, including the Annexes and other documents referenced herein, carefully and in its entirety. If the RedBall shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the

 

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Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

After careful consideration, the RedBall Board has determined that the BCA Proposal, the Domestication Proposal, the Charter Proposal, each of the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of RedBall and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal  Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:    Are the proposals conditioned on one another?

A:    Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. None of the Director Election Proposal A, the Advisory Organizational Documents Proposals or the Adjournment Proposal is conditioned upon the approval of any other proposal. If our shareholders do not approve each of the proposals at the extraordinary general meeting, the Business Combination may not be consummated.

Q:    Why is RedBall proposing the Business Combination?

A:    RedBall was organized as a blank check company to effect an acquisition, through a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, one or more businesses or entities.

Based on its due diligence investigations of SeatGeek and the industry in which it operates, including the financial and other information provided by SeatGeek in the course of RedBall’s due diligence investigations, the RedBall Board believes that the Business Combination with SeatGeek is in the best interests of RedBall and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. For additional information see the section titled, “BCA Proposal  RedBall’s Board of Directors’ Reasons for the Business Combination.

Although the RedBall Board believes that the Business Combination with SeatGeek presents a unique business combination opportunity and is in the best interests of RedBall and its shareholders, the RedBall Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section titled “BCA Proposal  RedBall’s Board of Director’s Reasons for the Business Combination,” as well as in the section entitled “Risk Factors  Risks Related to SeatGeek’s Business and Industry.”

Q:    What will SeatGeek Stockholders receive in return for RedBall’s acquisition of all of the issued and outstanding equity interests of SeatGeek?

A:    As a result of and upon the Closing, among other things, all outstanding shares of SeatGeek common stock as of immediately prior to the Closing, (i) will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million New SeatGeek Earnout Shares (or Earnout RSUs) issued

 

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pursuant to an earnout following the Closing, (y) up to $50 million of cash, subject to adjustments as set forth in the Business Combination Agreement, and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration. Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the Per Share Merger Consideration Value. Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the Exchange Ratio. For further information see the section titled, “BCA Proposal The Business Combination Agreement Conversion of Securities.”

Q:    What equity stake will current RedBall shareholders and SeatGeek Stockholders hold in New SeatGeek immediately after the consummation of the Business Combination?

A:    As of the date of this proxy statement/prospectus, there are 71,875,000 ordinary shares issued and outstanding, which includes an aggregate of 57,500,000 RedBall Class A ordinary shares and 14,375,000 RedBall Class B ordinary shares. As of the date of this proxy statement/prospectus, there is an outstanding aggregate of 28,733,334 RedBall warrants outstanding, consisting of 9,566,667 private placement warrants held by the Sponsor and 19,166,667 public warrants. Each whole warrant entitles the holder thereof to purchase one RedBall Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New SeatGeek common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination, or the PIPE Investment, and assuming none of RedBall’s outstanding public shares are redeemed in connection with the Business Combination), RedBall’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 100,608,334 ordinary shares.

The following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the RedBall public shareholders (based on the trust account amount as of April 22, 2022 of approximately $575,636,385 and the following assumptions as of April 22, 2022: (i) no Aggregate Cash Consideration is paid to SeatGeek Stockholders and the Exchange Ratio is estimated to be 0.6863, (ii) 108,958,783 shares of New SeatGeek common stock are issued to the SeatGeek Stockholders at Closing pursuant to the BCA, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022; (iii) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (iv) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (v) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (vi) the Sponsor Earnout Shares are vested in full; (vii) there are no SeatGeek Earnout Securities issued and outstanding; (viii) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; and (ix) there are no other issuances of equity interests of New SeatGeek. (x) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; (xi) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested.

 

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If all public shares are redeemed, the current public shareholders will not own any Class A ordinary shares as of immediately following the Closing. However, owners of the 19,166,667 public warrants outstanding will continue to own such public warrants even if such owner has redeemed any or all of the public shares held by them. Such 19,166,667 public warrants had an aggregate market value of approximately $17,060,250 based upon the closing price of $0.8901 per public warrant on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

    New SeatGeek Ownership  
    Assuming No
Redemption(1)
    Assuming 25% of
Maximum
Redemption(2)
    Assuming 50% of
Maximum
Redemption(3)
    Assuming 75% of
Maximum
Redemption(4)
    Assuming
Maximum
Redemption(5)
 
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
 

SeatGeek Stockholders(6)

    108,958,783       57.4     108,958,783       60.6     108,958,783       64.3     108,958,783       68.4     108,958,783       69.9

Public shareholders

    57,500,000       30.3     47,359,091       26.4     37,218,181       22.0     27,077,272       17.0     16,936,362       10.9

Sponsor and related parties(7)

    13,375,000       7.0     13,375,000       7.4     13,375,000       7.9     13,375,000       8.4     13,375,000       8.6

Backstop Subscriber

    —       —       —       —       —         %        —         —       6,500,000       4.2

PIPE Investors and Designated SG Warrant holder(8)

    10,000,000       5.3     10,000,000       5.6     10,000,000       5.9     10,000,000       6.3     10,000,000       6.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

New SeatGeek common stock outstanding

    189,833,783       100.0     179,692,874       100.0     169,551,964       100.0     159,411,055       100.0     155,770,145       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)

Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)

Includes 445,498 shares of New SeatGeek common stock subject to forfeiture or repurchase. Excludes SeatGeek Earnout Securities (up to 35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

(7)

Includes Sponsor Earnout Shares (7,187,500 shares of New SeatGeek common stock) that are subject to vesting and forfeiture and reflects the contribution for no consideration of 1,000,000 shares of New SeatGeek common stock by the Sponsor to New SeatGeek at the Closing. Includes 150,000 shares held by the independent directors of RedBall and the 30,000 shares held by RHGM.

(8)

Assumes the holder of the Designated SG Warrant fully exercises the Designated SG Warrant at Closing.

 

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In addition, the following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders on a fully diluted basis, assuming full exercise of (i) public warrants, private placement warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock, (ii) options and warrants to purchase shares of New SeatGeek common stock that will be held by equityholders of SeatGeek based on options and warrants outstanding as of April 22, 2022, (iii) vesting of all SeatGeek restricted stock units as of April 22, 2022 and (iv) the achievement of triggers for issuance of all SeatGeek Earnout Securities.

    Additional Sources of Dilution  
    Assuming No
Redemption(1)
    Assuming 25% of
Maximum
Redemption(2)
    Assuming 50% of
Maximum
Redemption(3)
    Assuming 75% of
Maximum
Redemption(4)
    Assuming
Maximum
Redemption(5)
 
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
 

Public warrants(6)

    19,166,667       6.9     19,166,667       7.2     19,166,667       7.5     19,166,667       7.8     19,166,667       7.9

Private placement warrants(7)

    9,566,667       3.5     9,566,667       3.6     9,566,667       3.7     9,566,667       3.9     9,566,667       4.0

New SeatGeek Incentive Warrants(8)

    3,333,334       1.2     3,333,334       1.3     3,333,334       1.3     3,333,334       1.4     3,333,334       1.4

New SeatGeek Options(9)

    12,556,551       4.5     12,556,551       4.7     12,556,551       4.9     12,556,551       5.1     12,556,551       5.2

New SeatGeek Assumed Warrants(10)

    2,789,415       1.0     2,789,415       1.0     2,789,415       1.1     2,789,415       1.1     2,789,415       1.2

New SeekGeek RSUs(11)

    3,852,453       1.4     3,852,453       1.4     3,852,453       1.5     3,852,453       1.6     3,852,453       1.6

SeatGeek Earnout Securities(12)

    35,000,000       12.7     35,000,000       13.2     35,000,000       13.7     35,000,000       14.2     35,000,000       14.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Additional Dilutive Sources

    86,265,087       31.2     86,265,087       32.4     86,265,087       33.7     86,265,087       35.1     86,265,087       35.6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)

Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)

Assumes exercise of all public warrants for 19,166,667 shares of New SeatGeek common stock.

(7)

Assumes exercise of all private placement warrants for 9,566,667 shares of New SeatGeek common stock.

(8)

Assumes exercise of all New SeatGeek Incentive Warrants for 3,333,334 shares of New SeatGeek common stock.

(9)

Assumes exercise of all New SeatGeek Options for 12,556,551 shares of New SeatGeek common stock, based on SeatGeek Options outstanding as of April 22, 2022.

(10)

Assumes exercise of all New SeatGeek Warrants (other than the Designated SG Warrant) for 2,789,415 shares of New SeatGeek common stock, based on SeatGeek Warrants outstanding as of April 22, 2022.

(11)

Assumes exercise of all New SeatGeek RSUs for 3,852,453 shares of New SeatGeek common stock, based on SeatGeek RSU awards that have been granted as of April 22, 2022.

(12)

Assumes achievement of the triggers for issuance of the Earnout Securities (35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

 

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Q:    How has the announcement of the Business Combination affected the trading price of RedBall Class A ordinary shares?

A:    On October 12, 2021, the most recent trading date before the public announcement of the Business Combination, RedBall’s public units, Class A ordinary shares and warrants closed at $10.25, $9.88 and $1.24, respectively. On April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, RedBall’s public units, Class A ordinary shares and warrants closed at $10.21, $9.94, and $0.89, respectively.

Q:    Will RedBall or SeatGeek obtain additional equity financing in connection with the Business Combination?

A:    Yes. In connection with the closing of Business Combination, the PIPE Investors have agreed to purchase in the aggregate 9,050,000 shares of New SeatGeek common stock, for $90.5 million of gross proceeds in the PIPE Investment, SeatGeek has agreed to issue the Designated SG Warrant for $9.5 million of gross proceeds in the Designated SG Warrant Investment, and if RedBall requires such funds in connection with the Business Combination, the Backstop Subscriber has agreed, subject to the terms and conditions of the Backstop Subscription Agreement, to purchase in the aggregate up to 6,500,000 shares of New SeatGeek common stock, for $65,000,000 of gross proceeds in the Backstop Subscription. We will not know whether funds from the Backstop Subscription will be required until the expiration of redemption rights in respect of our public shares. For further information see the section titled, “BCA Proposal Related Agreements Subscription Agreements.”

Q:    Why is RedBall proposing the Domestication?

A:    The RedBall Board believes that there are significant advantages to us that will arise as a result of a change of RedBall’s domicile to Delaware. Further, the RedBall Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. The RedBall Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of RedBall and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance, and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in more detail in the section titled “Domestication Proposal  Reasons for the Domestication.”

To effect the Domestication, RedBall will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which RedBall will be domesticated and continue as a Delaware corporation and change its name to “SeatGeek, Inc.”

The approval of the Domestication Proposal by our shareholders is a condition to the consummation of the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the RedBall ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q:    What will happen to my RedBall ordinary shares, redeemable warrants and/or units in the business combination transaction?

A:    In connection with the Business Combination, RedBall’s jurisdiction of incorporation will change from the Cayman Islands to the State of Delaware by deregistering RedBall by way of continuation as an exempted company in the Cayman Islands and domestication as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

 

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As a result of and at the effective time of the Domestication, among other things,

 

   

each of the then issued and outstanding Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock. We expect that immediately after the consummation of the Business Combination this common stock will trade on the NYSE under the ticker “STGK” similar to your existing RedBall Class A ordinary shares;

 

   

each then issued and outstanding RedBall warrant to acquire RedBall Class A ordinary shares will convert automatically into a New SeatGeek warrant. We expect that immediately after the consummation of the Business Combination these warrants will trade on the NYSE under the ticker “STGK.WS” similar to your existing RedBall warrants; and

 

   

each then issued and outstanding RedBall units will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant to acquire one share of New SeatGeek common stock.

After the Business Combination, and assuming approval by the NYSE, New SeatGeek common stock and New SeatGeek public warrants will only trade separately and not as units.

Q:    What amendments will be made to the current constitutional documents of RedBall?

A:    The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, RedBall shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace RedBall’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in several respects, including the following:

 

    

The Cayman Constitutional

Documents

  

The Proposed Organizational
Documents

Authorized Shares

(Advisory Organizational Documents Proposal A)

   The Cayman Constitutional Documents authorize 441,000,000 shares, consisting of 400,000,000 RedBall Class A ordinary shares, par value $0.0001 per share, 40,000,000 RedBall Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share.    The Proposed Organizational Documents authorize 1,010,000,000 shares, consisting of 1,000,000,000 shares of New SeatGeek common stock and 10,000,000 shares of New SeatGeek preferred stock.
   See paragraph 5 of the Cayman Constitutional Documents.    See Article IV, Section A of the Proposed Certificate of Incorporation.

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent

(Advisory Organizational Documents Proposal B)

   The Cayman Constitutional Documents authorize the issuance of 1,000,000 preference shares with such designations, rights and preferences as may be determined from time to time by the RedBall Board. Accordingly, the RedBall Board is empowered under the Cayman Constitutional    The Proposed Organizational Documents authorize the board of directors to make issuances of all or any shares of Preferred Stock in one or more classes or series, with such terms and conditions and at such future dates as may be expressly determined by the board

 

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The Cayman Constitutional

Documents

  

The Proposed Organizational
Documents

   Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.    of directors and as may be permitted by the DGCL.
   See paragraph and Article 3 of the Cayman Constitutional Documents.    See Article IV, Section B of the Proposed Certificate of Incorporation.

Corporate Name

(Advisory Organizational Documents Proposal C)

   The Cayman Constitutional Documents provide that the name of the company is “RedBall Acquisition Corp.”    The Proposed Organizational Documents provide that the name of the corporation will be “SeatGeek, Inc.”
   See paragraph 1 of the Cayman Constitutional Documents.    See Article I of the Proposed Certificate of Incorporation.

Perpetual Existence

(Advisory Organizational Documents Proposal C)

   The Cayman Constitutional Documents provide that if RedBall does not consummate a business combination (as defined in the Cayman Constitutional Documents) by August 17, 2022, RedBall will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate RedBall’s trust account.    The Proposed Organizational Documents do not include any provisions relating to New SeatGeek’s ongoing existence; the default under the DGCL will make New SeatGeek’s existence perpetual.
   See Article 49.7 of the Cayman Constitutional Documents.    .

Takeovers by Interested Stockholders

(Advisory Organizational Documents Proposal C)

   The Cayman Constitutional Documents do not provide restrictions on takeovers of RedBall by a related shareholder following a business combination.    The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, New SeatGeek will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.

Exclusive Forum

(Advisory Organizational Documents Proposal C)

   The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

 

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The Cayman Constitutional

Documents

  

The Proposed Organizational
Documents

      See Article VIII, Section B of the Proposed Certificate of Incorporation.

Provisions Related to Status as Blank Check Company

(Advisory Organizational Documents Proposal C)

   The Cayman Constitutional Documents include various provisions related to RedBall’s status as a blank check company prior to the consummation of a business combination.    The Proposed Organizational Documents do not include such provisions related to RedBall’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as RedBall will cease to be a blank check company at such time.
   See Article 49.13 of the Cayman Constitutional Documents.   

Q:    How will the Domestication affect my RedBall ordinary shares, warrants and units?

A:    As a result of the Domestication, each of the then issued and outstanding (i) RedBall Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (ii) RedBall Class B ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) redeemable RedBall warrants will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock, and (iv) RedBall units will be cancelled and will entitle the holder thereof to one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. For additional information see the section titled, “Domestication Proposal.

Q:    What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of RedBall public shares and RedBall public warrants?

A:    As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Domestication so qualifies, and subject to the “passive foreign investment company” (or “PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) will be subject to Section 367(b) of the Code and, as a result:

 

   

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of RedBall’s earnings in income;

 

   

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of RedBall Class A ordinary shares for shares of New SeatGeek common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its RedBall Class A ordinary shares provided certain other requirements are satisfied; and

 

   

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total

 

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combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its RedBall Class A ordinary shares provided certain other requirements are satisfied.

RedBall does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication.

RedBall believes that it is likely classified as a PFIC. If RedBall is a PFIC, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, would generally require a U.S. Holder to recognize gain on the exchange of RedBall Class A ordinary shares or RedBall public warrants for shares of New SeatGeek common stock or warrants pursuant to the Domestication. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations - PFIC Considerations - QEF Election and Mark-to-Market Election” with respect to their RedBall Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to RedBall public warrants, and the application of the PFIC rules to RedBall public warrants is uncertain. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of RedBall Class A ordinary shares or RedBall public warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of RedBall Class A ordinary shares and warrants for New SeatGeek common stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New SeatGeek common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:    What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

A:    We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New SeatGeek common stock will generally be treated as selling such New SeatGeek common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New SeatGeek common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled, “U.S. Federal Income Tax Considerations.

 

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Additionally, because the Domestication will occur prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders of RedBall Class A ordinary shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:    What are the material U.S. federal income tax consequences to U.S. Holders of the Mergers?

A:    We expect that U.S. holders (as defined in “U.S. Federal Income Tax Considerations”) of RedBall Class A ordinary shares who receive New SeatGeek common stock in the Domestication and who do not elect to redeem their shares of New SeatGeek common stock will not recognize gain or loss for U.S. federal income tax purposes as a result of the Mergers that effect the Business Combination. For a more complete discussion of the U.S. federal income tax considerations of the Mergers to U.S. Holders of RedBall Class A ordinary shares, see the section titled, “U.S. Federal Income Tax Considerations – U.S. Holders – Mergers.”

Q:    How do I exercise my redemption rights?

A:    If you are a public shareholder and you seek to have your shares redeemed, you must:

 

   

(i) hold RedBall public shares, or (ii) if you hold RedBall units, elect to separate your units into the underlying RedBall public shares and public warrants prior to exercising your redemption rights with respect to the RedBall public shares;

 

   

submit a written request to Continental, RedBall’s transfer agent, that New SeatGeek redeem all or a portion of your RedBall public shares for cash;

 

   

affirmatively certify in your request for redemption to the transfer agent if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

   

deliver your RedBall public shares to the transfer agent, either physically or electronically through The Depository Trust Company’s DWAC system (“DTC”).

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 27 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of RedBall units must elect to separate the units into the underlying RedBall public shares and warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying RedBall public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to have RedBall redeem their RedBall public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank.

Any request for redemption, once made by a public shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. In addition, if you deliver your shares for redemption to RedBall’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that RedBall’s transfer agent return your shares (physically or electronically). You may make such request by contacting RedBall’s transfer agent at the phone number or address listed at the end of this section.

 

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Any corrected or changed written demand of redemption must be received by RedBall’s secretary two (2) business days prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the extraordinary general meeting.

Public shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is RedBall’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, RedBall does not have any control over this process and it may take longer than two (2) weeks. RedBall shareholders who hold their public shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a public shareholder properly demands redemption as described above, then, if the Business Combination is completed, RedBall will redeem the shares subject to the redemption for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your RedBall public shares for cash and will no longer own such RedBall public shares following the Business Combination.

If you are a public shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any RedBall warrants that you may hold. Your RedBall public warrants will continue to be outstanding following a redemption of your RedBall public shares and will be exercisable in accordance with their terms following completion of the Business Combination.

If you intend to seek redemption of your RedBall public shares, you will need to deliver your shares (either physically or electronically) to RedBall’s transfer agent prior to the extraordinary general meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your RedBall public shares, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf & Celeste Gonzalez

E-mail: fwolf@continentalstock.com

E-mail: cgonzalez@continentalstock.com

Q:    If I am a holder of RedBall units, can I exercise redemption rights with respect to my RedBall units?

A:    No. Holders of RedBall units must elect to separate the RedBall units into the underlying RedBall public shares and RedBall public warrants prior to exercising redemption rights with respect to the RedBall public shares. If you hold your RedBall units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the RedBall units into the underlying RedBall public shares and RedBall public warrants, or if you hold RedBall units registered in your own name, you must contact Continental, RedBall’s transfer agent, directly and instruct them to do so. You must cause your RedBall units to be separated and your RedBall public shares delivered to the transfer agent, by 5:00 p.m., Eastern Time, on May 27, 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to the RedBall public shares underlying your RedBall units.

 

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Q:    What are the U.S. federal income tax consequences of exercising my redemption rights?

A:    It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New SeatGeek common stock will generally be treated as selling such New SeatGeek common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New SeatGeek common stock that such U.S. Holder owns or is deemed to own (including constructively and through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled, “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under the section titled, “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:    What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:    Following the closing of RedBall’s initial public offering, an amount equal to $575.0 million of the net proceeds from RedBall’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of April 22, 2022, funds in the trust account totaled approximately $575,636,385 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of:

 

   

the completion of the Business Combination;

 

   

the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (i) to modify the substance or timing of RedBall’s obligation to allow for redemption in connection with RedBall’s initial business combination or to redeem 100% of the public shares if it does not complete a business combination by August 17, 2022 or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and

 

   

the redemption of all of the public shares if RedBall is unable to complete a business combination by August 17, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of RedBall public shares who properly exercise their redemption rights; to pay the Aggregate Cash Consideration payable under the Business Combination Agreement; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New SeatGeek following the Business Combination. For further information see the section titled, “Summary of the Proxy Statement/Prospectus  Sources and Uses of Funds for the Business Combination.”

 

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Q:    What happens if a substantial number of public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

A:    Our public shareholders are not required to vote for or against the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be approved by our shareholders and consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders.

Our Cayman Constitutional Documents do not provide a specified maximum redemption threshold, except that in no event will RedBall redeem its public shares in an amount that would cause New SeatGeek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek, and if such condition is not satisfied or waived by SeatGeek, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall, and if such condition is not satisfied or waived by RedBall, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

Q:    What conditions must be satisfied to complete the Business Combination?

A:    The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE the shares of New SeatGeek common stock to be issued in connection with the Business Combination, (v) the minimum cash conditions described in the immediately preceding question/answer, (vi) that RedBall have at least $5,000,001 of net tangible assets upon Closing, and (vii) the absence of any injunctions.

For further information about conditions to the consummation of the Business Combination, see the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — BCA Proposal  The Business Combination Agreement — Closing Conditions.”

Q:    When do you expect the Business Combination to be completed?

A:    It is currently expected that the Business Combination will be consummated in the second quarter of 2022. This timing depends, among other things, on the approval of the proposals to be put to RedBall shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by RedBall’s shareholders at the extraordinary general meeting and RedBall elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more Proposals at the extraordinary general meeting.

 

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Q:    What happens if the Business Combination is not consummated?

A:    RedBall will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If RedBall is not able to complete the Business Combination with SeatGeek or another business combination by August 17, 2022, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, RedBall will:

 

   

cease all operations except for the purpose of winding up;

 

   

as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and

 

   

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q:    Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:    Neither RedBall shareholders nor RedBall warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL. For more information see the section titled, “Appraisal Rights”.

Q:    What do I need to do know?

A:    RedBall urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. RedBall shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:    How do I vote?

A:    If you are a record owner of your RedBall ordinary shares, there are two ways to vote your shares at the extraordinary general meeting:

You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the RedBall Board “FOR” the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, in the case of holders of RedBall Class B ordinary shares only, the election of each of the director nominees pursuant to each of the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Shareholders Meeting and Vote Remotely. You will be able to vote your shares and submit questions during the extraordinary general meeting webcast by logging into http://www.cstproxyvote.com using the control number included in your proxy card. If you wish to submit a question during the extraordinary general meeting, log into the extraordinary general meeting platform at https://www.cstproxy.com/redballac/2022, type your question into the “Ask a Question” field, and click “Submit.” We will respond to as many properly submitted questions during the relevant portion of the extraordinary general meeting agenda as time allows.

 

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If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the extraordinary general meeting and vote remotely and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way RedBall can be sure that the broker, bank or nominee has not already voted your shares.

Q:    If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:    No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:     When and where will the extraordinary general meeting be held?

A:    The extraordinary general meeting will be held exclusively online via live audio-only webcast, at 9:30 a.m. Eastern Time, on June 1, 2022, or at such other date, time and place to which such meeting may be adjourned or postponed.

Q:    Who is entitled to vote at the extraordinary general meeting?

A:    RedBall has fixed April 22, 2022 as the record date for the extraordinary general meeting. If you were a RedBall shareholder at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote their shares if such shareholder is present in person or is represented by proxy at the extraordinary general meeting.

Q:    How many votes do I have?

A:    RedBall shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 71,875,000 ordinary shares issued and outstanding, of which 57,500,000 were issued and outstanding RedBall public shares.

Q:    What constitutes a quorum?

A:    A quorum of RedBall shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding RedBall ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 35,937,501 RedBall ordinary shares would be required to achieve a quorum.

 

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Q:    What vote is required to approve each proposal at the extraordinary general meeting?

A:    The following votes are required for each proposal at the extraordinary general meeting:

 

   

BCA Proposal: Approval of the BCA Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall –– BCA Proposal”;

 

   

Domestication Proposal: Approval of the Domestication Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information, see “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Domestication Proposal”;

 

   

Charter Proposal: Approval of the Charter Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Charter Proposal”;

 

   

Advisory Organizational Documents Proposals: The separate approval, on a non-binding advisory basis, of each of the Advisory Organizational Documents Proposals requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Advisory Organizational Documents Proposals”;

 

   

Director Election Proposals: Approval of the Director Election Proposals requires the affirmative vote of a majority of the RedBall Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Director Election Proposals”;

 

   

Stock Issuance Proposal: Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Stock Issuance Proposal”;

 

   

Equity Incentive Plan Proposal: Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Equity Incentive Plan Proposal”;

 

   

ESPP Proposal: Approval of the ESPP Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — ESPP Proposal”; and

 

   

Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Adjournment Proposal”.

Q:    What are the recommendations of the RedBall Board?

A:    The RedBall Board has determined that the Business Combination Agreement and the transactions contemplated thereby, including the Domestication and the Mergers, are in the best interests of RedBall and our

 

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shareholders and unanimously recommends that our shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Advisory Organizational Documents Proposals, “FOR” the Director Election Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal (if presented to the extraordinary general meeting).

As you consider the recommendations of the RedBall Board, keep in mind that the existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote in favor of the proposals at the extraordinary general meeting. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal  Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:    How does the Sponsor intend to vote its shares?

A:    Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of RedBall have agreed to vote all of their founder shares and any RedBall public shares they may hold in favor of all of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including RedBall’s directors) and RHGM own 20.0% of the issued and outstanding RedBall ordinary shares.

Q:    What happens if I sell my RedBall ordinary shares before the extraordinary general meeting?

A:    The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your RedBall public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:    May I change my vote after I have mailed my signed proxy card?

A:    Yes. If you are a record owner of your RedBall ordinary shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify RedBall’s secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

 

   

you may attend the extraordinary general meeting, revoke your proxy and vote remotely as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Q:    What happens if I fail to take any action with respect to the extraordinary general meeting?

A:    If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by our shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New SeatGeek. If you fail to take any action with respect to the extraordinary

 

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general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of RedBall. However, whether or not you vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your RedBall public shares in connection with the Business Combination (if time permits).

Q:    What should I do with my share certificates, warrant certificates or unit certificates?

A:    RedBall shareholders who intend to exercise redemption rights for their RedBall public shares must deliver (electronically) their share certificates to Continental, RedBall’s transfer agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described in this proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on May 27, 2022 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their RedBall public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their RedBall public shares.

Upon the Domestication, the outstanding RedBall Class A ordinary shares, RedBall Class B ordinary shares, RedBall warrants and RedBall units will automatically convert into (i) shares of New SeatGeek common stock, on a one-to-one basis, with respect to RedBall Class A ordinary shares and RedBall Class B ordinary shares, (ii) New SeatGeek warrants, on a one-to-one basis, with respect to the RedBall warrants, and (iii) one share of New SeatGeek common stock and one-third of one New SeatGeek warrant, with respect to each RedBall unit, and the holders of such securities do not need to take any action and, accordingly, such holders should not submit any certificates relating to such RedBall securities (unless such holder elects to redeem the RedBall public shares in accordance with the procedures set forth above).

Q:    What should I do if I receive more than one set of voting materials?

A:    Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your RedBall ordinary shares.

Q:    Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:    RedBall will pay the cost of soliciting proxies for the extraordinary general meeting. RedBall has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. RedBall has agreed to pay Morrow Sodali a fee of $40,000, plus disbursements not to exceed $10,000 in the aggregate (to be paid with non-trust account funds). RedBall will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of RedBall Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of RedBall Class A ordinary shares and in obtaining voting instructions from those owners. RedBall’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:    Where can I find the voting results of the extraordinary general meeting?

A:    The preliminary voting results will be expected to be announced at the extraordinary general meeting. RedBall will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

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Q:    Who can help answer my questions?

A:    If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Morrow Sodali Global LLC

333 Ludlow Street

5th Floor, South Tower

Stamford, CT 06902

Individuals, please call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: RBAC.info@investor.morrowsodali.com

You also may obtain additional information about RedBall from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of RedBall public shares and you intend to seek redemption of your RedBall public shares, you will need to deliver your RedBall public shares (electronically) to Continental, RedBall’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 27, 2022 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th floor

New York, NY 10004

Attention: Francis Wolf & Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposed Business Combination and the proposals to be considered and voted upon at the extraordinary general meeting, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section titled “BCA Proposal — The Business Combination Agreement.”

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (ii) do not include any shares issuable upon the exercise of the warrants.

Combined Business Summary

The Parties to the Business Combination

RedBall

RedBall was incorporated as a Cayman Islands exempted company on June 10, 2020 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, one or more businesses or entities. On June 10, 2020, the founder shares (an aggregate of 14,375,000 Class B ordinary shares) were sold to the Sponsor for an aggregate price of $25,000 (approximately $0.002 per share). In August 2020, the Sponsor transferred 30,000 founder shares (150,000 in the aggregate) to each of RedBall’s independent directors, and another 30,000 founder shares to Rice, Hadley, Gates & Manuel LLC (“RHGM”), an advisor to RedBall, pursuant to RHGM’s retainer agreement with RedBall.

On August 17, 2020, RedBall completed its IPO of 57,500,000 units. Each RedBall unit consists of one Class A ordinary share and one-third of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to RedBall of $575,000,000. In addition, RedBall completed the sale of the private placement warrants (9,566,667 warrants at a price of $1.50 per warrant) in a private placement to the Sponsor, generating gross proceeds of $14,350,000. A total of $575,000,000 of the net proceeds from the IPO and the private placement warrants were deposited in the trust account established for the benefit of our public shareholders and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The net proceeds deposited into the trust account remain on deposit in the trust account earning interest except those certain amounts of interest withdrawn in order to pay tax obligations. As of April 22, 2022, there was approximately $575,636,385 held in the trust account.

The RedBall units, RedBall Class A ordinary shares and RedBall public warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RBAC.U,” “RBAC” and “RBAC-WS,” respectively.

RedBall’s executive offices are located at 667 Madison Avenue, 16th Floor, New York, New York, 10065, and RedBall’s telephone number is (212) 235-1000. RedBall’s corporate website address is www.redballac.com. RedBall’s website and the information contained on, or that can be accessed through, RedBall’s website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

 

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Merger Sub One

Merger Sub One is a Delaware corporation and wholly-owned subsidiary of RedBall formed on October 6, 2021 for the purpose of effecting the Business Combination. Merger Sub One owns no material assets and does not operate any business.

Merger Sub One’s principal executive offices are located at 667 Madison Avenue, 16th Floor, New York, NY 10065 and its phone number is (212) 235-1000.

Merger Sub Two

Merger Sub Two is a Delaware limited liability company and wholly-owned subsidiary of RedBall formed on October 6, 2021 for the purpose of effecting the Business Combination. Merger Sub Two owns no material assets and does not operate any business.

Merger Sub Two’s principal executive offices are located at 667 Madison Avenue, 16th Floor, New York, NY 10065 and its phone number is (212) 235-1000.

SeatGeek

SeatGeek is a Delaware Corporation incorporated in December 2009. SeatGeek and its subsidiaries utilize advanced technologies to run a mobile-centric live entertainment platform that improves and enhances the live event ticketing and retail experience. SeatGeek’s vision is to harness technology to transform an opaque, slow-paced industry into one that is dynamic, enhancing the ticketing experience from one with limited innovation and frustrated consumers to one that delights all stakeholders. SeatGeek’s principal executive office is located at 902 Broadway, 10th Floor, New York, NY 10010. Its telephone number is (212) 796-6310.

Proposals to be Considered and Voted Upon by RedBall Shareholders at the Extraordinary General Meeting

The following is a summary of the proposals to be considered and voted upon at the extraordinary general meeting of RedBall shareholders in connection with the transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Advisory Organizational Documents Proposals and the Adjournment Proposal, is cross-conditioned on the approval of each other proposal. None of the Advisory Organizational Documents Proposals (which are on a non-binding advisory basis) or the Adjournment Proposal is conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting;

 

   

BCA Proposal—To consider and act upon, by ordinary resolution, a proposal to approve the Business Combination Agreement (a copy of which is attached to this proxy statement/prospectus as Annex A) and the transactions contemplated thereby, including, among other things, the Business Combination;

 

   

Domestication Proposal—To consider and act upon, by special resolution, a proposal to change the corporate structure and domicile of RedBall by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware;

 

   

Charter Proposal—To consider and vote upon a proposal to approve, by special resolution, the replacement of the Cayman Constitutional Documents currently in effect, with the Proposed Certificate of Incorporation of New SeatGeek, including the change of RedBall’s name to “SeatGeek, Inc.”, and the Proposed Bylaws, substantially in the forms attached to this proxy statement/prospectus as Annex K and Annex L, each to be effective upon the effectiveness of the Domestication;

 

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Advisory Organizational Documents Proposals—To consider and act upon, by ordinary resolution on a non-binding advisory basis, three separate proposals with respect to certain material differences between the Cayman Constitutional Documents and the Proposed Certificate of Incorporation and Proposed Bylaws;

 

   

Director Election Proposals— To consider and act upon, by ordinary resolution of the RedBall Class B ordinary shares, two separate proposals (i) to appoint, effective immediately, the two Class I directors of RedBall, Richard H. Thaler and Lewis N. Wolff, each of whom will serve as the Class I directors of RedBall until the earlier of the 2025 annual general meeting of shareholders, the consummation of the Business Combination, or until such director’s respective successor is duly appointed and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal, and (ii) to elect, effective immediately following consummation of the Business Combination, of two directors to serve until the 2023 annual meeting of stockholders, two directors to serve until the 2024 annual meeting of stockholders and three directors to serve until the 2025 annual meeting of stockholders, each until such director’s respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal;

 

   

Stock Issuance Proposal—To consider and act upon, by ordinary resolution, a proposal to approve for purposes of complying with applicable NYSE listing rules (i) the issuance of up to 6,500,000 shares of New SeatGeek common stock to the Backstop Subscriber in the Backstop Subscription and (ii) the issuance of up to 176,493,334 shares of New SeatGeek common stock pursuant to the Business Combination Agreement and PIPE Investment;

 

   

Equity Incentive Plan Proposal—To consider and act upon, by ordinary resolution a proposal to approve the New SeatGeek 2022 Equity Incentive Plan;

 

   

ESPP Proposal—To consider and act upon, by ordinary resolution, a proposal to approve the New SeatGeek 2022 Employee Stock Purchase Plan; and

 

   

Adjournment Proposal—To consider and act upon, by ordinary resolution, a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

RedBall’s Board of Directors’ Reasons for the Business Combination

RedBall was organized for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the RedBall Board consulted with RedBall’s management and considered a number of factors. In particular, the RedBall Board considered, among other things, the following factors, although not weighted or in any order of significance:

 

   

SeatGeek’s Differentiated Strategy and Product Offering. The RedBall Board believes that SeatGeek has taken a differentiated approach to ticketing by virtue of (i) its technology platform and (ii) its integration of primary and secondary ticketing services, providing solutions for both enterprises (e.g., venues, teams, and rightsholders) and consumers. The RedBall Board believes SeatGeek’s solutions provide superior features and customer satisfaction for both enterprises and end users, and that this success creates self-reinforcing network effects that will drive continued growth and profitability of the business.

 

   

Favorable Industry Outlook. Although impossible to know with certainty, as live events continue to rebound in 2022, the RedBall Board believes that ticketing demand is expected to grow in line with pre-pandemic rates and continue to grow in the years to come. Additionally, SeatGeek has a higher

 

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percentage of “Gen Z” customers relative to industry peers, which represent an attractive demographic given the recovery and estimated growth of the music and concert business.

 

   

Benefit from Incremental Capital. The proposed Business Combination will fully fund the forecasted capital required to fund the business to free-cash flow breakeven, and will provide additional capital to fund future growth initiatives and/or acquisitions.

 

   

Benefit from Listing on the Public Market. The enhanced public profile of being a listed company, along with access to public equity capital markets will help SeatGeek more effectively reach its operational goals.

 

   

Experienced and Proven Management Team. The RedBall Board believes that SeatGeek’s management team has extensive experience in key aspects of the technology, media, and entertainment sectors. The RedBall Board believes that under their leadership, SeatGeek has built a ticketing platform that offers customers improved sales experiences and has resulted in strong growth. The RedBall Board expects that SeatGeek’s executives will continue with New SeatGeek following the Business Combination and that they are aligned in their culture and goals of creating post-combination value. For additional information regarding SeatGeek’s executive officers, see the section titled “Management of New SeatGeek Following the Business Combination  Executive Officers.”

 

   

Continued Ownership By Sellers. The RedBall Board considered that SeatGeek’s existing equityholders would be receiving a significant amount of New SeatGeek’s common stock as its consideration and that 100% of the existing equityholders of SeatGeek are “rolling over” their existing equity interests into equity interests in New SeatGeek which would represent approximately 61.3% of the pro forma ownership of New SeatGeek following the consummation of the Business Combination, assuming (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) (a) the vesting and exercise of all New SeatGeek Options and New SeatGeek Assumed Warrants for shares of New SeatGeek common stock and (b) that New SeatGeek issues or reserves for issuance shares of New SeatGeek common stock as the Aggregate Transaction Consideration (and Aggregate Cash Consideration to SeatGeek Stockholders is zero) pursuant to the Business Combination Agreement, which in the aggregate equals 128,160,000 shares of New SeatGeek common stock, (iii) New SeatGeek issues 9,050,000 shares of New SeatGeek common stock to the PIPE Investors pursuant to the PIPE Investment, (iv) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and New SeatGeek issues 950,000 shares of New SeatGeek common stock to the holder of the Designated SG Warrant at Closing, (v) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time, (vi) the Sponsor Earnout Shares are fully vested and outstanding, and (vii) excludes shares issuable upon exercise of New SeatGeek warrants and New SeatGeek Incentive Warrants. If the actual facts are different from these assumptions, the percentage ownership retained by the SeatGeek’s existing equityholders in New SeatGeek will be different.

Further, all of the proceeds to be delivered to New SeatGeek in connection with the Business Combination (including from RedBall’s trust account, proceeds from the PIPE Investment and if applicable, the Backstop Subscription, and after the payment of the redemptions, Aggregate Cash Consideration, and any expenses relating to the Business Combination), are expected to remain on the balance sheet of New SeatGeek after Closing in order to fund SeatGeek’s existing operations and support new and existing growth initiatives, and are not anticipated to be used to effect any additional repurchase, redemption or other acquisition of outstanding shares of RedBall’s common stock for at least the first six months after Closing. The RedBall Board considered this as a strong sign of confidence in New SeatGeek following the Business Combination and the benefits to be realized as a result of the Business Combination.

 

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For a more complete description of the RedBall Board’s reasons for approving the Business Combination, including other factors and risks considered by the RedBall Board, see the section titled “BCA Proposal  RedBall’s Board of Directors’ Reasons for the Business Combination.”

Business Combination Agreement

Structure of the Business Combination; Consideration

The Business Combination Agreement contemplates (i) the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware, which we refer to as the Domestication, and one business day following the Domestication, (ii) SeatGeek causing the conversion of each then outstanding share of SeatGeek preferred stock (including accrued dividends thereon) to be converted into shares of SeatGeek common stock, which we refer to as the SeatGeek Preferred Conversion, and one business day following the Domestication and the SeatGeek Preferred Stock Conversion, and (iii) the merger of Merger Sub One with and into SeatGeek, which we refer to as the First Merger, and, immediately after the effective time of the First Merger, the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two, which we refer to as the Second Merger, with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek. In connection with the Domestication, RedBall will change its name to “SeatGeek, Inc.” and as used herein “New SeatGeek” refers to RedBall after the Domestication.

As a result of and upon the Domestication:

 

   

each then outstanding RedBall Class A ordinary share will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock;

 

   

each then issued and outstanding RedBall Class B ordinary share will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock;

 

   

each then outstanding RedBall warrant will convert automatically into one New SeatGeek warrant; and

 

   

each then outstanding RedBall unit will be cancelled and will entitle the holder thereof to one share of New SeatGeek common stock and one-third of one New SeatGeek warrant.

As a result of and upon the effective time of the First Merger:

 

   

each outstanding share of SeatGeek common stock (after giving effect to SeatGeek Preferred Stock Conversion, but excluding shares held by SeatGeek or by RedBall, Merger Sub One or Merger Sub Two or any of their subsidiaries, which will be cancelled for no consideration) will be cancelled in exchange for the right to receive the applicable pro rata portion of:

 

   

a contingent right to receive up to 35 million New SeatGeek Earnout Shares (or Earnout RSUs) issued pursuant to an earnout following the Closing as described below;

 

   

up to $50 million of cash, subject to adjustments as set forth in the Business Combination Agreement, which we refer to as the Aggregate Cash Consideration, if such holder makes an election in accordance with the BCA to receive cash as provided in the BCA; and

 

   

a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration;

 

   

all outstanding and unexercised SeatGeek Warrants that are not automatically and fully exercised in accordance with its terms prior to the First Effective Time, which we refer to as the Exchanged Warrants, will be assumed by New SeatGeek in accordance with the terms of such Exchanged Warrant

 

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(including as to vesting and exercisability), except that the number of shares of New SeatGeek common stock covered thereby, and the exercise price therefor, will be adjusted based on the Exchange Ratio;

 

   

all outstanding and unexercised SeatGeek Options, whether or not exercisable and whether or not vested, will be converted into the right to receive (i) an option to purchase a number of shares of New SeatGeek common stock, which we refer to as an Exchanged Option, and (ii) the contingent right to receive a portion of any SeatGeek Earnout Securities required to be issued following the Closing. Each Exchanged Option will have the same terms and conditions (including with respect to vesting, exercisability, and termination-related provisions) as were applicable to such converted SeatGeek Option, except that the number of shares of New SeatGeek common stock covered thereby, and the exercise therefor, will be adjusted based on the Exchange Ratio;

 

   

all outstanding SeatGeek Restricted Stock awards will be converted into the right to receive (i) restricted shares of New SeatGeek common stock, which we refer to as an Exchanged Restricted Stock Award, with substantially the same terms and conditions as were applicable to such converted SeatGeek Restricted Stock award (including with respect to vesting and termination-related provisions), except that the number of shares of New SeatGeek common stock covered thereby will be adjusted based on the Exchange Ratio, and (ii) the contingent right to receive a portion of any SeatGeek Earnout Securities required to be issued following the Closing; and

 

   

all outstanding SeatGeek RSUs will be converted into the right to receive (i) a restricted stock unit based on a number of shares of New SeatGeek common stock, which we refer to as an Exchanged RSU, and (ii) the contingent right to receive a portion of any SeatGeek Earnout Securities required to be issued following the Closing. Each Exchanged RSU will have the same terms and conditions (including with respect to vesting, settlement, and termination-related provisions) as were applicable to such converted SeatGeek RSU, except that the number of shares of New SeatGeek common stock related thereto, and issuable upon settlement thereof, will be adjusted based on the Exchange Ratio.

 

   

Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the Per Share Merger Consideration Value. Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the Exchange Ratio.

SeatGeek Earnout Securities

The BCA provides for the issuance of up to 35,000,000 additional shares of New SeatGeek common stock, in the aggregate, to the SeatGeek Securityholders that are entitled to a portion of any SeatGeek Earnout Securities (as determined in accordance with the BCA) if certain conditions are met during the period of five years following the Closing, which we refer to as the Earnout Period, as follows:

 

   

8,750,000 shares of New SeatGeek common stock if during the Earnout Period (i) the closing price of the New SeatGeek common stock is greater than or equal to $12.00 over any 20 trading days within any period of 30 consecutive trading days or (ii) New SeatGeek consummates a Subsequent Transaction in which the holders of New SeatGeek common stock have the right to exchange their shares for cash, securities or other property having a value equal to or greater than $12.00 per share;

 

   

8,750,000 shares of New SeatGeek common stock if during the Earnout Period (i) the closing price of the New SeatGeek common stock is greater than or equal to $14.00 over any 20 trading days within any period of 30 consecutive trading days or (ii) New SeatGeek consummates a Subsequent Transaction in which the holders of New SeatGeek common stock have the right to exchange their shares for cash, securities or other property having a value equal to or greater than $14.00 per share;

 

   

8,750,000 shares of New SeatGeek common stock if during the Earnout Period (i) the closing price of the New SeatGeek common stock is greater than or equal to $16.00 over any 20 trading days within

 

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any period of 30 consecutive trading days or (ii) New SeatGeek consummates a Subsequent Transaction in which the holders of New SeatGeek common stock have the right to exchange their shares for cash, securities or other property having a value equal to or greater than $16.00 per share; and

 

   

8,750,000 shares of New SeatGeek common stock if during the Earnout Period (i) the closing price of the New SeatGeek common stock is greater than or equal to $18.00 over any 20 trading days within any period of 30 consecutive trading days or (ii) New SeatGeek consummates a Subsequent Transaction in which the holders of New SeatGeek common stock have the right to exchange their shares for cash, securities or other property having a value equal to or greater than $18.00 per share.

Representations, Warranties and Covenants

The BCA contains customary representations and warranties by the parties, including the following representations and warranties by SeatGeek: company organization, subsidiaries, due authorization, no violation, governmental authorizations, capitalization, financial statements, undisclosed liabilities, litigation and proceedings, legal compliance, contracts, no defaults, company benefit plans, labor relations, taxes, property, environmental, health and safety, intellectual property, absence of changes, anti-corruption compliance, insurance, subscription-related representations, registration statement and proxy statement/registration statement, brokers’ fees, no outside reliance and no additional representations or warranties.

Closing Conditions

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE the shares of New SeatGeek common stock to be issued in connection with the Business Combination, (v) the minimum cash conditions described in the immediately following two paragraphs, (vi) that RedBall have at least $5,000,001 of net tangible assets upon Closing, and (vii) the absence of any injunctions.

The obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek, and if such condition is not satisfied or waived by SeatGeek, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall, and if such condition is not satisfied or waived by RedBall, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

 

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Termination Rights

The BCA may be terminated under certain customary and limited circumstances prior to the consummation of the Business Combination, including (i) by mutual written consent of the parties, (ii) by either RedBall or SeatGeek if (a) the consummation of the Business Combination has not occurred on or prior to June 27, 2022 (the “Agreement End Date”) or (b) a final and non-appealable order has been issued or governmental order makes consummation of the transactions contemplated by the BCA, including the Business Combination, permanently illegal or otherwise permanently prevents or prohibits the transactions contemplated by the BCA, (iii) by SeatGeek if the approval of the RedBall shareholders is not obtained at the extraordinary general meeting (subject to any adjournment or recess of the meeting), (iv) by RedBall if the approval of the SeatGeek Stockholders is not obtained within three business days after the this proxy statement/prospectus is declared effective under the Securities Act, (v) by SeatGeek if the RedBall Board elects to withdraw, amend, qualify or modify its recommendation to the members of RedBall that they vote in favor of the Proposals, (vi) by SeatGeek in the event of certain uncured breaches on the part of RedBall which cannot be cured or has not been cured within twenty (20) days after receipt by RedBall of notice from SeatGeek of such breach, and (vii) by RedBall in the event of certain uncured breaches on the part of SeatGeek which cannot be cured or has not been cured within twenty (20) days after receipt by RedBall of notice from SeatGeek of such breach.

Expense Reimbursement

If the Closing does not occur, each party to the BCA will be responsible for and pay its own expenses incurred in connection with the BCA and the Business Combination, including all fees of its legal counsel, financial advisers and accountants. If the Closing does occur, RedBall will pay or cause to be paid the RedBall Transaction Expenses, the Excluded RedBall Transaction Expenses (other than any Excess RedBall Transaction Expenses which Sponsor elects to discharge by payment in cash) and certain transaction expenses of SeatGeek (as defined therein). For the avoidance of doubt, any payments to be made (or to cause to be made) by RedBall or the Surviving Entity will be paid upon the Closing and release of proceeds from the trust account.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information see the section titled, “BCA Proposal  Related Agreements.”

Sponsor Support Agreement

Concurrently with entering into the Business Combination Agreement, RedBall, Sponsor, each director of RedBall and SeatGeek entered into the Sponsor Support Agreement pursuant to which the Sponsor and each director of RedBall agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

Additionally, Sponsor and each director of RedBall agreed that it will not, during a twelve (12) month lock-up period, unless earlier released, and subject to customary exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any shares of New SeatGeek common stock held by it immediately after the Closing, any shares of New SeatGeek common stock issuable upon the exercise of options or warrants to purchase shares of New SeatGeek Common Stock held by it immediately after Closing or any securities convertible into or exercisable or exchangeable for New SeatGeek common stock held by it immediately after Closing (collectively, the “Sponsor

 

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Lock-Up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Sponsor Lock-Up Shares, or (iii) publicly announce any intention to effect any transaction specified in foregoing clause (i) or (ii).

Notwithstanding the foregoing, if at any time prior to expiration of such twelve (12) month lock-up period, (x) New SeatGeek consummates Subsequent Transaction which results in its stockholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share, or (y) the closing price of the New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after the Closing, then all of the Sponsor Lock-Up Shares will be automatically released from the lock-up restrictions. The lock-up restrictions contain customary exceptions, including, but not limited to, estate planning transfers, affiliate transfers, and transfers upon death or by will.

The Sponsor is entitled to designate one observer to the New SeatGeek Board for so long as Sponsor, together with its affiliates, collectively continue to hold at least 50% of the sum of (i) 6,007,500 shares, plus (ii) Sponsor Earnout Shares, plus (iii) the shares, if any, purchased under the Backstop Subscription Agreement; provided that, the foregoing observer designation right does not apply if the mutually agreed upon director is a partner of RedBird Series 2019 Holdings Carry Vehicle LP.

The Sponsor has also agreed to contribute to New SeatGeek for no consideration 1,000,000 shares of New SeatGeek common stock upon the Closing and, during the Sponsor Earnout Period, to subject 7,187,500 shares of New SeatGeek common stock, referred to herein as the Sponsor Earnout Shares, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of the applicable Sponsor Earnout Triggering Events. For additional information see the section titled, “BCA Proposal    Related Agreements    Sponsor Support Agreement.

SeatGeek Holders Support Agreement

In connection with the execution of the Business Combination Agreement, RedBall, SeatGeek and certain stockholders of SeatGeek holding approximately 62.0% of SeatGeek’s shares of capital stock outstanding as of the date of the Business Combination Agreement entered into the SeatGeek Holders Support Agreement, pursuant to which, among other things and subject to the terms and conditions therein, such SeatGeek Stockholders agreed to (a) vote or provide their written consent for approval and adoption of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, including the Business Combination, subject to certain customary exceptions, (b) not to transfer any of their shares of SeatGeek capital stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, (c) not to enter into any arrangement that is inconsistent with the SeatGeek Holders Support Agreement and (d) not to commence, join in, facilitate, assist or encourage and take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against RedBall, Merger Sub One, Merger Sub Two, SeatGeek or any of their respective successors or directors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of the SeatGeek Holders Support Agreement, or (y) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.

The SeatGeek Holders Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earliest of (a) the earlier of (i) the First Effective Time or (ii) such date and time as the Business Combination Agreement is terminated in accordance with its terms (the earlier of (i) and (ii), the “Expiration Time”) and (b) as to each SeatGeek Stockholder party thereto, the written agreement of RedBall, SeatGeek and such stockholder. Upon such termination of the SeatGeek Holder Support Agreement, all

 

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obligations of the parties under the SeatGeek Holder Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated thereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the SeatGeek Holders Support Agreement will not relieve any party thereto from liability arising in respect of any breach of the SeatGeek Holders Support Agreement prior to such termination. For additional information see the section titled, “BCA Proposal    Related Agreements    SeatGeek Holders Support Agreement.”

Lock-up Agreement

Pursuant to the terms of the lock-up agreement between SeatGeek, RedBall, Merger Sub One, Merger Sub Two and certain stockholders of SeatGeek (the “Lock-Up Agreement”), each party to the agreement has agreed that it will not, without the prior written consent of New SeatGeek during a six (6) month lock-up period, unless earlier released, and subject to customary exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any shares of New SeatGeek common stock held by it immediately after the Closing, any shares of New SeatGeek common stock issuable upon the exercise of options or warrants to purchase shares of New SeatGeek common stock held by it immediately after Closing or any securities convertible into or exercisable or exchangeable for New SeatGeek common stock held by it immediately after Closing (collectively, the “SeatGeek Lock-Up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the SeatGeek Lock-Up Shares, (iii) grant any proxies or powers of attorney with respect to any or all shares of New SeatGeek Common Stock held by it immediately after the Closing; or (iv) take any action with the intent to prevent, impede, interfere with or adversely affect such Sponsor’s ability to perform its obligations under the Sponsor Support Agreement, or (iv) publicly announce any intention to effect any transaction specified in foregoing clause (i) or (ii).

Notwithstanding the foregoing, if at any time prior to expiration of such six (6) month lock-up period, (x) New SeatGeek consummates a Subsequent Transaction which results in its stockholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share, or (y) the closing price of the New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least ninety (90) days after the Closing, then each party’s SeatGeek Lock-Up Shares will be automatically released from the lock-up restrictions. The lock-up restrictions contain customary exceptions, including, but not limited to, estate planning transfers, affiliate transfers, and transfers upon death or by will. For further information see the section titled, “BCA Proposal — Related Agreements — Lock-up Agreement.

The Proposed Bylaws include transfer restrictions for holders of shares of New SeatGeek common stock issued as consideration in the First Merger pursuant to Section 3.1(c) of the Business Combination Agreement and any shares of New SeatGeek common stock issuable upon the conversion, exercise or exchange of the New SeatGeek Assumed Warrants, New SeatGeek Options and New SeatGeek Restricted Stock and New SeatGeek RSU that are on the same terms as set forth in the Lock-Up Agreements.

Amended and Restated Registration Rights Agreement

Pursuant to a registration rights and shareholder rights agreement signed August 12, 2020, the Sponsor is entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the RedBall Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of an initial business combination, to nominate three individuals for election to the RedBall Board, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

 

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In connection with the consummation of the Business Combination, the registration rights agreement will be amended and restated, and accordingly, at the Closing, New SeatGeek, the Sponsor, RedBall’s directors and officers, certain SeatGeek Stockholders and SeatGeek’s directors and executive officers, will enter into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), pursuant to which New SeatGeek will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New SeatGeek common stock and other equity securities of New SeatGeek that are held by the parties thereto from time to time. For additional information see the section titled, “BCA Proposal    Related Agreements    Amended and Restated Registration Rights Agreement.”

Subscription Agreements

In connection with the execution of the Business Combination Agreement, RedBall entered into Subscription Agreements with the PIPE Investors pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of the New SeatGeek common stock for an aggregate purchase price equal to $90.5 million. In addition, for each subscribed share of the New SeatGeek common stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek one-third of one warrant to purchase one whole share of New SeatGeek common stock (such warrants, together with similar warrants to be issued under the Warrant Subscription Agreement are referred to in this proxy statement/prospectus as the “New SeatGeek Incentive Warrants”) and with terms substantially similar to the RedBall public. The obligation of the parties to consummate the purchase and sale of the shares of New SeatGeek common stock and the New SeatGeek Incentive Warrants covered by the Subscription Agreement is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) all conditions precedent to the consummation of the Business Combination set forth in the Business Combination Agreement, including the approval of the RedBall shareholders, are satisfied or waived, and the consummation of the Business Combination is scheduled to occur concurrently with or immediately following the purchase sale of shares covered by the Subscription Agreement, (iii) the shares covered by the Subscription Agreement have been approved for listing on the NYSE (or such other national securities exchange on which the New SeatGeek common stock is then listed), and (iv) there are no suspensions of the qualification of the shares covered by the Subscription Agreement for offering, sale or trading by the NYSE (or such other national securities exchange on which the New SeatGeek common stock is then listed) in effect. The closings under the Subscription Agreements will occur substantially concurrently with the Closing. For additional information see the section titled, “BCA Proposal    Related Agreements    Subscription Agreements.”

Backstop Subscription Agreement

In connection with the execution of the Business Combination Agreement, RedBall entered into a Backstop Subscription Agreement with the Backstop Subscriber, pursuant to which the Backstop Subscriber committed, subject to the terms and conditions set forth therein, to purchase up to 6,500,000 of shares of New SeatGeek common stock for an aggregate amount of up to $65,000,000 (the amount for which the Backstop Subscriber actually subscribes, the “Backstop Amount”), to backstop the Available Cash.

Subject to the terms and conditions set forth in the Backstop Subscription Agreement, and except as set forth in the immediately following paragraph, the Backstop Subscriber is obligated to complete the Backstop Subscription if (i) there are no suspensions of the qualification of the New SeatGeek common stock by the NYSE in effect, (ii) all conditions precedent to the Closing of the Business Combination, including the approval of the RedBall shareholders, are satisfied (other than conditions that by their nature are to be satisfied at the Closing, including to the extent that the satisfaction of such conditions are dependent upon the receipt of the proceeds of the Backstop Subscription and the PIPE Investment, but subject to the satisfaction (as determined by the parties to the Business Combination Agreement) or waiver of such conditions as of the Closing) or waived, and the Closing of the Business Combination is scheduled to occur concurrently with or immediately following the

 

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Backstop Subscription, and (iii) there is no governmental order which is then in effect and has the effect of preventing or prohibiting consummation of the Backstop Subscription.

Pursuant to the Backstop Subscription Agreement, Sponsor is not obligated to purchase shares of New SeatGeek common stock from New SeatGeek, and New SeatGeek is not required to issue such shares of New SeatGeek common stock to Sponsor if the Available Cash (prior to adding the proceeds of the Backstop Subscription) is equal to or greater than $200,000,000.

Additionally, the Backstop Subscriber agreed that it will not, during a twelve (12) month lock-up period, unless earlier released, and subject to customary exceptions, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position any shares of New SeatGeek common stock held by it immediately after the Closing, any shares of New SeatGeek common stock issuable upon the exercise of options or warrants to purchase shares of New SeatGeek Common Stock held by it immediately after Closing or any securities convertible into or exercisable or exchangeable for New SeatGeek common stock held by it immediately after Closing (collectively, the “Backstop Subscriber Lock-Up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or (iii) publicly announce any intention to effect any transaction specified in foregoing clause (i) or (ii).

Notwithstanding the foregoing, if at any time prior to the expiration of such twelve (12) month lock-up period, (x) New SeatGeek consummates Subsequent Transaction which results in its stockholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share, or (y) the closing price of the New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one hundred fifty (150) days after the Closing, then all of the Backstop Subscriber Lock-Up Shares will be automatically released from the lock-up restrictions. The lock-up restrictions contain customary exceptions, including for estate planning transfers, affiliate transfers and transfers upon death or by will.

In connection with the entry of Sponsor into the Backstop Subscription Agreement, the Sponsor received and accepted an executed commitment letter from RedBird Series 2019, LP, a Delaware limited partnership, and RedBird Series 2019 GP Co-Invest LP, a Delaware limited partnership pursuant to which such investors have committed severally and not jointly and subject to the terms and conditions set forth in such commitment letter to purchase equity interests of the Sponsor immediately prior to the Closing, in an aggregate amount up to the Backstop Amount, for the purposes of Sponsor funding, to the extent necessary, the Backstop Subscription as and when required under the Backstop Subscription Agreement. For additional information, see the section titled, “BCA Proposal    Related Agreements    Backstop Subscription Agreement.

Warrant Subscription Agreement

In connection with the execution of the Business Combination Agreement, SeatGeek entered into the Warrant Subscription Agreement with a certain investor for the purchase of the Designated SG Warrant for an aggregate purchase price of $9.5 million. The Designated SG Warrant provides for the purchase of an aggregate of 950,000 shares of SeatGeek common stock at an exercise price of $0.001 per share. The purchase of the Designated SG Warrant is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the warrant under the Warrant Subscription Agreement, (ii) all conditions precedent to the Closing of the Business Combination, including the approval of the RedBall shareholders, are satisfied or waived, and the Closing of the Business Combination is scheduled to occur concurrently with or immediately following the sale of the Designated SG Warrant, and (iii) there are no suspensions of the

 

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qualification of the New SeatGeek common stock in effect. In addition, subject to and upon the assumption of the Designated SG Warrant by New SeatGeek, with respect to each exercisable share subject to such Designed SeatGeek Warrant, the holder will be entitled to receive from New SeatGeek on third of one warrant to purchase one whole share of New SeatGeek common stock at an exercise price of $11.50 per share with terms substantially similar to the RedBall public warrants. The closing of the Warrant Subscription Agreement will two business days prior to the Closing. For additional information, see the section titled, “BCA Proposal — Related Agreements –– Warrant Subscription Agreement.”

Ownership of New SeatGeek following the Business Combination

As of the date of this proxy statement/prospectus, there are 71,875,000 ordinary shares issued and outstanding, which includes an aggregate of 57,500,000 RedBall Class A ordinary shares and 14,375,000 RedBall Class B ordinary shares. As of the date of this proxy statement/prospectus, there is an outstanding aggregate of 28,733,334 RedBall warrants outstanding, consisting of 9,566,667 private placement warrants held by the Sponsor and 19,166,667 public warrants. Each whole warrant entitles the holder thereof to purchase one RedBall Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New SeatGeek common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination, or the PIPE Investment, and assuming none of RedBall’s outstanding public shares are redeemed in connection with the Business Combination), RedBall’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 100,608,334 ordinary shares.

The following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the RedBall public shareholders (based on the trust account amount as of April 22, 2022 of approximately $575,636,385) and the following assumptions as of April 22, 2022: (i) no Aggregate Cash Consideration is paid to SeatGeek Stockholders and an Exchange Ratio estimated to be 0.6863, (ii) 108,958,783 shares of New SeatGeek common stock are issued to the SeatGeek Stockholders at Closing pursuant to the BCA, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022; (iii) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (iv) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (v) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (vi) the Sponsor Earnout Shares are vested in full; (vii) there are no SeatGeek Earnout Securities issued and outstanding; (viii) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; and (ix) there are no other issuances of equity interests of New SeatGeek. (x) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; (xi) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested.

If all public shares are redeemed, the current public shareholders will not own any Class A ordinary shares as of immediately following the Closing. However, owners of the 19,166,667 public warrants outstanding will continue to own such public warrants even if such owner has redeemed any or all of the public shares held by them. Such 19,166,667 public warrants had an aggregate market value of approximately $17,060,250 based upon the closing price of $0.8901 per public warrant on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

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    New SeatGeek Ownership  
    Assuming
No
Redemption(1)
    Assuming 25% of
Maximum
Redemption(2)
    Assuming 50% of
Maximum
Redemption(3)
    Assuming 75% of
Maximum
Redemption(4)
    Assuming
Maximum
Redemption(5)
 
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
 

SeatGeek Stockholders(6)

    108,958,783       57.4     108,958,783       60.6     108,958,783       64.3     108,958,783       68.4     108,958,783       69.9

Public shareholders

    57,500,000       30.3     47,359,091       26.4     37,218,181       22.0     27,077,272       17.0     16,936,362       10.9

Sponsor and related parties(7)

    13,375,000       7.0     13,375,000       7.4     13,375,000       7.9     13,375,000       8.4     13,375,000       8.6

Backstop Subscriber

    —       —       —       —       —         —       —         —       6,500,000       4.2

PIPE Investors and Designated SG Warrant holder(8)

    10,000,000       5.3     10,000,000       5.6     10,000,000       5.9     10,000,000       6.3     10,000,000       6.4
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

New SeatGeek common stock outstanding

    189,833,783       100.0     179,692,874       100.0     169,551,964       100.0     159,411,055       100.0     155,770,145       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)

Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)

Includes 445,498 shares of New SeatGeek common stock subject to forfeiture or repurchase. Excludes SeatGeek Earnout Securities (up to 35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

(7)

Includes Sponsor Earnout Shares (7,187,500 shares of New SeatGeek common stock) that are subject to vesting and forfeiture and reflects the contribution for no consideration of 1,000,000 shares of New SeatGeek common stock by the Sponsor to New SeatGeek at the Closing. Includes 150,000 shares held by the independent directors of RedBall and the 30,000 shares held by RHGM.

(8)

Assumes the holder of the Designated SG Warrant fully exercises the Designated SG Warrant at Closing.

 

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In addition, the following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders on a fully diluted basis, assuming full exercise of (i) public warrants, private placement warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock, (ii) options and warrants to purchase shares of New SeatGeek common stock that will be held by equityholders of SeatGeek based on options and warrants outstanding as of April 22, 2022, (iii) vesting of all SeatGeek restricted stock units as of April 22, 2022 and (iv) the achievement of triggers for issuance of all SeatGeek Earnout Securities.

 

Additional Sources of Dilution

 
    Assuming No
Redemption(1)
    Assuming 25% of
Maximum
Redemption(2)
    Assuming 50% of
Maximum

Redemption(3)
    Assuming 75% of
Maximum

Redemption(4)
    Assuming
Maximum
Redemption(5)
 
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
    Shares     % of
Total
 

Public warrants(6)

    19,166,667       6.9     19,166,667       7.2     19,166,667       7.5     19,166,667       7.8     19,166,667       7.9

Private placement warrants(7)

    9,566,667       3.5     9,566,667       3.6     9,566,667       3.7     9,566,667       3.9     9,566,667       4.0

New SeatGeek Incentive Warrants(8)

    3,333,334       1.2     3,333,334       1.3     3,333,334       1.3     3,333,334       1.4     3,333,334       1.4

New SeatGeek Options(9)

    12,556,551       4.5    
12,556,551
 
    4.7    
12,556,551
 
    4.9    
12,556,551
 
    5.1    
12,556,551
 
    5.2

New SeatGeek Assumed Warrants(10)

    2,789,415       1.0    
2,789,415
 
    1.0    
2,789,415
 
    1.1    
2,789,415
 
    1.1    
2,789,415
 
    1.2

New SeatGeek RSUs(11)

    3,852,453       1.4    
3,852,453
 
    1.4    
3,852,453
 
    1.5    
3,852,453
 
    1.6    
3,852,453
 
    1.6

SeatGeek Earnout Securities(12)

    35,000,000       12.7     35,000,000       13.2     35,000,000       13.7     35,000,000       14.2     35,000,000       14.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Additional Dilutive Sources

    86,265,087       31.2    
86,265,087
 
    32.4    
86,265,087
 
    33.7    
86,265,087
 
    35.1    
86,265,087
 
    35.6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)

Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)

Assumes exercise of all public warrants for 19,166,667 shares of New SeatGeek common stock.

(7)

Assumes exercise of all private placement warrants for 9,566,667 shares of New SeatGeek common stock.

(8)

Assumes exercise of all New SeatGeek Incentive Warrants for 3,333,334 shares of New SeatGeek common stock.

(9)

Assumes exercise of all New SeatGeek Options for 12,556,551 shares of New SeatGeek common stock, based on SeatGeek Options outstanding as of April 22, 2022.

(10)

Assumes exercise of all New SeatGeek Warrants (other than the Designated SG Warrant) for 2,789,415 shares of New SeatGeek common stock, based on SeatGeek Warrants outstanding as of April 22, 2022.

(11)

Assumes exercise of all New SeatGeek RSUs for 3,852,453 shares of New SeatGeek common stock, based on SeatGeek RSU awards that have been granted as of April 22, 2022.

(12)

Assumes achievement of the triggers for issuance of the Earnout Securities (35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

 

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In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. As illustrated in the table below, increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders. See the section entitled “Risk Factors — We cannot be certain as to the number of public shares that will be redeemed and the potential impact to public shareholders who do not elect to redeem their public shares” and “ — You may not have the same benefits as an investor in an underwritten public offering.”

 

    Assuming No
Redemptions(1)
    Assuming 25%
Redemptions(2)
    Assuming 50%
Redemptions(3)
    Assuming 75%
Redemptions(4)
    Assuming
Maximum
Redemptions(5)
 
    Shares     Value per
Share(6)
    Shares     Value per
Share(6)
    Shares     Value per
Share(6)
    Shares     Value per
Share(6)
    Shares     Value per
Share(6)
 

Base Scenario(7)

    189,833,783     $ 10.0000       179,692,874     $ 9.9994       169,551,964     $ 9.9988       159,411,055     $ 9.9981       155,770,145     $ 9.9974  

Excluding Initial Stockholders(8)

    176,458,783     $ 10.7580       166,317,874     $ 10.8036       156,176,964     $ 10.8551       146,036,055     $ 10.9138       142,395,145     $ 10.9364  

Exercising Public Warrants(9)

    209,000,450     $ 10.1376       198,859,541     $ 10.1441       188,718,631     $ 10.1513       178,577,722     $ 10.1593       174,936,812     $ 10.1620  

Exercising Private Warrants(10)

    199,400,450     $ 10.0720       189,259,541     $ 10.0753       179,118,631     $ 10.0790       168,977,722     $ 10.0831       165,336,812     $ 10.0843  

Exercising Warrants(11)

    218,567,117     $ 10.1972       208,426,208     $ 10.2063       198,285,298     $ 10.2163       188,144,389     $ 10.2275       184,503,479     $ 10.2314  

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario are redeemed.

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario are redeemed.

(4)

Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario are redeemed.

(5)

Assumes that 40,563,638 public shares are redeemed and the issuance of 6,500,000 shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA.

(6)

Based on a post-transaction equity value of New SeatGeek of the following (in billions):

 

     Assuming No
Redemptions
     Assuming
25%
Redemptions
    Assuming
50%
Redemptions
    Assuming
75%
Redemptions
    Assuming
Maximum
Redemptions
 
     Post-
Transaction
Equity Value
     Post-
Transaction
Equity Value
    Post-
Transaction
Equity Value
    Post-
Transaction
Equity Value
    Post-
Transaction
Equity Value
 

Base Scenario

   $ 1.90      $ 1.80 (6)(a)    $ 1.70 (6)(b)    $ 1.59 (6)(c)    $ 1.56 (6)(d) 

Excluding Initial Stockholders

   $ 1.90      $ 1.80 (6)(a)    $ 1.70 (6)(b)    $ 1.59 (6)(c)    $ 1.56 (6)(d) 

Exercising Public Warrants(6)(e)

   $ 2.12      $ 2.02     $ 1.92     $ 1.81     $ 1.78  

Exercising Private Warrants(6)(f)

   $ 2.01      $ 1.91     $ 1.81     $ 1.70     $ 1.67  

Exercising Warrants(6)(g)

   $ 2.23      $ 2.13     $ 2.03     $ 1.92     $ 1.89  

 

(6)(a)

Based on a post-transaction equity value of New SeatGeek of approximately $1.80 billion, or approximately $1.90 billion less the approximately $101.5 million (or approximately $10.01 per share, representing its original per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 10,140,909 public shares in connection with the Business Combination.

(6)(b)

Based on a post-transaction equity value of New SeatGeek of approximately $1.70 billion, or approximately $1.90 billion less the approximately $203.0 million (or approximately $10.01 per share, representing its original per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 20,281,819 public shares in connection with the Business Combination.

(6)(c)

Based on a post-transaction equity value of New SeatGeek of approximately $1.59 billion, or approximately $1.90 billion less the approximately $304.5 million (or approximately $10.01 per share, representing its original

 

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  per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 30,422,728 public shares in connection with the Business Combination.
(6)(d)

Based on a post-transaction equity value of New SeatGeek of approximately $1.56 billion, or approximately $1.90 billion less the approximately $406.0 million (or approximately $10.01 per share, representing its original per share portion of the principal in the trust account and the interest accrued thereon) that would be paid from the trust account to redeem 40,563,638 public shares in connection with the Business Combination plus the approximately $65.0 million that would be received from the issuance of 6,500,000 shares at $10.00 per share pursuant to the Backstop Investment.

(6)(e)

Based on a post-transaction equity value of New SeatGeek of the Base Scenario in the respective redemption scenario column plus the full exercise of the public warrants for a total cash exercise price of approximately $220.4 million (or $11.50 per share).

(6)(f)

Based on a post-transaction equity value of New SeatGeek of the Base Scenario in the respective redemption scenario column plus the full exercise of the private warrants for a total cash exercise price of approximately $110.0 million (or $11.50 per share).

(6)(g)

Based on a post-transaction equity value of New SeatGeek of the Base Scenario in the respective redemption scenario column plus the full exercise of the private and public warrants for a total cash exercise price of approximately $330.4 million (or $11.50 per share).

(7)

Represents (a) 108,958,783 shares of New SeatGeek common stock are issued to the SeatGeek Stockholders at Closing pursuant to the BCA, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022, (b) 9,050,000 shares of New SeatGeek Common Stock to be issued to the PIPE Investors pursuant to the PIPE Investment, (c) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing, (d) 13,375,000 shares of New SeatGeek Common Stock held by the initial stockholders (including Sponsor Earnout Shares (7,187,500 shares of New SeatGeek common stock) that are subject to vesting and forfeiture, 150,000 shares held by the independent directors of RedBall and the 30,000 shares held by RHGM) and (e) the 57,500,000 public shares less any redemptions described above.

(8)

Represents the Base Scenario excluding the 13,375,000 shares of New SeatGeek Common Stock held by the initial stockholders.

(9)

Represents the Base Scenario plus the full exercise of the public warrants.

(10)

Represents the Base Scenario plus the full exercise of the private warrants.

(11)

Represents the Base Scenario plus the full exercise of the private and public warrants.

 

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Deferred Underwriting Fees and Trust Account Value

Approximately $20.1 million of RedBall’s initial public offering underwriting fee was deferred and conditioned upon completion of a business combination. The table below presents the trust account value per share and the effective deferred underwriting fee on a percentage basis and dollar basis for a holder of RedBall public shares that elects not to redeem at each redemption level identified below. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the minimum cash condition included in the BCA. The trust account value per share includes the per share cost of the deferred underwriting fee. Based on a trust account amount of approximately $575,636,385 as of April 22, 2022, the trust account value per share of RedBall public shares is approximately $10.01.

 

    Assuming No
Redemption(1)
    Assuming 25% of
Maximum
Redemption(2)
    Assuming 50% of
Maximum
Redemption(3)
    Assuming 75% of
Maximum

Redemption(4)
    Assuming Maximum
Redemption(5)
 

Unredeemed public shares

    57,500,000       47,359,091       37,218,181       27,077,272       16,936,362  

Trust proceeds to New SeatGeek(6)

  $ 575,636,385     $ 474,064,501     $ 372,553,992     $ 271,043,493     $ 169,532,984  

Deferred underwriting fee

  $ 20,125,000     $ 20,125,000     $ 20,125,000     $ 20,125,000     $ 20,125,000  

Effective deferred underwriting fee

    3.5     4.2     5.4     7.4     11.9

Effective deferred underwriting fee per remaining share

  $ 0.35     $ 0.42     $ 0.54     $ 0.74     $ 1.19  

Trust proceeds remaining

  $ 555,511,385     $ 453,939,501     $ 352,428,992     $ 250,918,493     $ 149,407,984  

Trust account value for non-redeeming holders

  $ 9.66     $ 9.59     $ 9.47     $ 9.27     $ 8.82  

Total New SeatGeek shares of common stock

         

outstanding post-combination

    189,833,783       179,692,874       169,551,964       159,411,055       155,770,145  

Per share

  $ 2.93     $ 2.53     $ 2.08     $ 1.57     $ 0.96  

 

(1)

Assumes no public shares are redeemed.

(2)

Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)

Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)

Assumes that 30,422,788 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)

Trust account amounts as of April 22, 2022. Approximate redemption price of $10.01 per share.

Date, Time and Place of Extraordinary General Meeting of RedBall’s Shareholders

The extraordinary general meeting of the shareholders of RedBall will be held virtually at 9:30 a.m., Eastern Time, on June 1, 2022, to consider and vote upon the proposals to be considered and voted upon at the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation

 

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and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

RedBall shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned RedBall ordinary shares at the close of business on April 22, 2022, which is the “record date” for the annuals general meeting. Our shareholders will have one vote for each RedBall ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RedBall warrants do not have voting rights. As of the close of business on the record date, there were 71,875,000 RedBall ordinary shares issued and outstanding, of which 57,500,000 were issued and outstanding RedBall public shares.

Quorum and Vote of RedBall Shareholders

A quorum of RedBall shareholders is necessary to hold the extraordinary general meeting. The presence, remotely or by proxy, of RedBall shareholders representing a majority of the RedBall ordinary shares issued and outstanding on the record date and entitled to vote on the Proposals to be considered at the extraordinary general meeting will constitute a quorum for the extraordinary general meeting.

The Sponsor and each director of RedBall have agreed to vote all of their founder shares and any other RedBall public shares held by them in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including RedBall’s directors) owns 20.0% of the issued and outstanding RedBall ordinary shares.

The proposals to be presented at the extraordinary general meeting require the following votes, provided a quorum is present at the extraordinary general meeting:

 

   

BCA Proposal: Approval of the BCA Proposal requires the affirmative vote of a majority of the RedBall ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the BCA Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

   

Domestication Proposal: Approval of the Domestication Proposal requires the affirmative vote of holders of at least two thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Domestication Proposal requires the affirmative vote of at least 9,583,334 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

   

Charter Proposal: Approval of the Charter Proposal requires the affirmative vote of holders of at least two thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Charter Proposal requires the affirmative vote of at least 9,583,334 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

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Advisory Organizational Documents Proposals: The separate approval, on a non-binding advisory basis, of each of the Advisory Organizational Documents Proposals requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Advisory Organizational Documents Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

   

Director Election Proposals: Approval of the Director Election Proposals requires the affirmative vote of a majority of the RedBall Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The approval of the Director Election Proposals does not require the affirmative vote of any RedBall public shares;

 

   

Stock Issuance Proposal: Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Equity Incentive Plan Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

   

Equity Incentive Plan Proposal: Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Equity Incentive Plan Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present;

 

   

ESPP Proposal: Approval of the ESPP Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the ESPP Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present; and

 

   

Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Along with the RedBall ordinary shares subject to the foregoing voting agreements, the approval of the Adjournment Proposal requires the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting assuming a quorum of 35,937,501 RedBall ordinary shares is present.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a RedBall public shareholder may request of RedBall that New SeatGeek redeem all or a portion of its RedBall public shares for cash if the Business Combination is consummated. As a holder of RedBall public shares, you will be entitled to receive cash for any RedBall public shares to be redeemed only if you:

 

   

(i) hold RedBall public shares, or (ii) if you hold RedBall units, you elect to separate your units into the underlying RedBall public shares and public warrants prior to exercising your redemption rights with respect to the RedBall public shares;

 

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submit a written request to Continental, RedBall’s transfer agent, that New SeatGeek redeem all or a portion of your RedBall public shares for cash;

 

   

affirmatively certify in your request for redemption to the transfer agent if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

   

deliver your RedBall public shares to the transfer agent, either physically or electronically through the DTC’s DWAC system.

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 27 (two business days before the extraordinary general meeting) in order for their public shares to be redeemed.

Holders of RedBall units must elect to separate the units into the underlying RedBall public shares and warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their RedBall units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying RedBall public shares and warrants, or if a holder holds RedBall units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to have RedBall redeem their RedBall public shares regardless of whether, or how, they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the RedBall public shares that it holds and timely delivers its shares to the transfer agent, New SeatGeek will redeem such RedBall public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of April 22, 2022, this would have amounted to approximately $10.01 per issued and outstanding RedBall public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its RedBall public shares for cash and will no longer own RedBall public shares. The redemption takes place following completion of the Business Combination and, accordingly, it is shares of New SeatGeek common stock that will be redeemed promptly after consummation of the Business Combination. See the section titled “Extraordinary General Meeting of RedBall in lieu of Annual General Meeting of RedBall  Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your RedBall public shares for cash.

Notwithstanding the foregoing, a RedBall public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its RedBall public shares with respect to more than an aggregate of 15% of the RedBall public shares. Accordingly, if a RedBall public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the RedBall public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and the directors of RedBall have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement. The 14,195,000 RedBall Class B ordinary shares held by the Sponsor, the 150,000 RedBall Class B ordinary shares held by the RedBall’s independent directors, the 30,000 RedBall Class B ordinary shares held by RHGM and the Class A ordinary shares held by the Sponsor and the independent directors of RedBall will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor, RedBall’s independent directors and RHGM collectively own 20.0% of the issued and outstanding RedBall ordinary shares. If RedBall is not able to complete the Business Combination with SeatGeek or another business combination by August 17,

 

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2022, the 14,195,000 RedBall Class B ordinary shares owned by the Sponsor, the 150,000 RedBall Class B ordinary shares directly owned by RedBall’s independent directors, and the 30,000 RedBall Class B ordinary shares held by RHGM, in aggregate, would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Sponsor if RedBall fails to complete a business combination within the required period.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither RedBall’s shareholders nor RedBall’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. RedBall has engaged Morrow Sodali to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of RedBall in lieu of Annual General Meeting of RedBall  Revoking Your Proxy.”

Interests of RedBall’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the RedBall Board in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and RedBall’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of RedBall shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

If RedBall does not consummate a business combination by August 17, 2022 (or if such date is extended at a duly called general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 14,195,000 RedBall Class B ordinary shares owned by the Sponsor, the 150,000 RedBall Class B ordinary shares directly owned by RedBall’s independent directors and the 30,000 RedBall Class B ordinary shares held by RHGM, in aggregate, would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the founder shares if RedBall fails to complete a business combination within the required period. The Sponsor purchased the RedBall Class B ordinary shares prior to RedBall’s initial public offering for approximately $0.002 per share. The 13,345,000 shares of New SeatGeek common stock that the Sponsor (excluding any shares that may be issued in the Backstop Subscription) and the independent directors and will hold following the Business Combination (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $132,649,300 based upon the closing price of $9.94 per RedBall public share on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. The 9,566,667 New SeatGeek warrants that the Sponsor will hold following the Business Combination (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of

 

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approximately $8,515,290 based upon the closing price of $0.8901 per RedBall public warrant on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. The 150,000 RedBall Class B ordinary shares directly owned by RedBall’s independent directors and the 30,000 RedBall Class B ordinary shares held by RHGM would have an aggregate market value of approximately $1,491,000 and $298,200 respectively, based on the closing price of $9.94 per RedBall public share on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. Given such shares of New SeatGeek common stock and New SeatGeek warrants will be subject to certain restrictions, including those described above, RedBall believes such shares have less value. As of April 22, 2022, the most recent practicable date prior to this proxy statement/prospectus, RedBall owed the Sponsor $400,000 for a loan advanced in February 2022 (the “Sponsor Working Capital Loan”) “a portion of which was used to reimburse RedBall Capital Management, LLC, an affiliate of Sponsor, for certain out-of-pocket expenses incurred on behalf of RedBall. Additionally, as of April 22, 2022, the most recent practicable date prior to this proxy statement/prospectus, RedBall Capital Partners Management, LLC, an affiliate of the Sponsor, was awaiting reimbursement from RedBall of $282,063.00 for out-of-pocket expenses incurred on behalf of RedBall.

 

   

The Sponsor (including its representatives and affiliates) and RedBall’s directors and officers, may in the future become, affiliated with entities that are engaged in a similar business to RedBall. The Sponsor and RedBall’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to RedBall completing its initial business combination (assuming RedBall has entered into the Business Combination Agreement). Moreover, certain of RedBall’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. RedBall’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to RedBall, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in RedBall’s favor and such potential business opportunities may be presented to other entities prior to their presentation to RedBall, subject to applicable fiduciary duties under Cayman Islands Companies Act and Cayman Islands common law. RedBall’s Cayman Constitutional Documents provide that RedBall renounces its interest in any corporate opportunity offered to any director or officer of RedBall which may be an opportunity for such director, on the one hand, or RedBall, on the other;

 

   

RedBall’s existing directors and officers will be eligible for continued indemnification and continued coverage under RedBall’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Business Combination Agreement for a period of 6 years following the consummation of the Business Combination;

 

   

The Backstop Subscriber (which is the Sponsor) has committed, subject to the terms and conditions of the Backstop Subscription Agreement, to purchase up to an additional 6,500,000 shares of New SeatGeek common stock, or an aggregate of up to $65,000,000 million, to backstop the Available Cash. For additional information, see the sections titled, “BCA Proposal Related Agreements Backstop Subscription Agreement” and “Certain Relationships and Related Person Transactions — RedBall Acquisition Corp. — Backstop Subscription Agreement.”

 

   

In the event that RedBall fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, RedBall will be required to provide for payment of claims of creditors that were not waived that may be brought against RedBall within the ten years following such redemption. In order to protect the amounts held in RedBall’s trust account, the Sponsor has agreed that it will be liable to RedBall if and to the extent any claims by a third party (other than RedBall’s independent auditors) for services rendered or products sold to RedBall, or a prospective

 

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target business with which RedBall has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of RedBall’s IPO against certain liabilities, including liabilities under the Securities Act;

 

   

In order to finance transaction costs in connection with RedBall’s initial business combination (including any amounts which are currently outstanding), the Sponsor or an affiliate of the Sponsor, or certain of RedBall’s officers and directors may, but are not obligated to, loan funds to RedBall as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes that would each become due and payable in full, without interest, upon completion of RedBall’s initial business combination, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted upon completion of a business combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the private placement warrants. The outstanding Sponsor Working Capital Loan does not provide the Sponsor with such option. In the event that RedBall does not complete its initial business combination within the prescribed time frame, RedBall may use a portion of its working capital held outside of its trust account to repay any Working Capital Loans made to RedBall, but no proceeds held in the trust account would be used to repay such Working Capital Loans, and the applicable related party lender or lenders may not be able to recover the value it or they have loaned to RedBall pursuant to such Working Capital Loans;

 

   

Pursuant to the terms of RedBall’s agreement with Richard Scudamore for his service as a director, RedBall’s successful consummation of the Business Combination would result in RedBall being obligated to pay Mr. Scudamore $100,000;

 

   

Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor and RedBall’s directors and officers will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New SeatGeek common stock and warrants held by such parties following the consummation of the Business Combination; and

 

   

RedBall has engaged RedBird BD, LLC (“RedBird BD”), an affiliate of Sponsor and RedBird Capital Partners LLC, to act as a financial advisor to RedBall in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to RedBall. RedBall will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird Capital Partners LLC, Sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of Sponsor (with whom RedBird Capital Partners LLC and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of RedBall’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for RedBall’s initial public offering. The RedBird BD engagement and the related payment has been approved by RedBall’s audit committee and the RedBall Board in accordance with RedBall’s related persons transaction policy.

The Sponsor and each director of RedBall have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of RedBall have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including RedBall’s directors) owns 20.0% of the issued and outstanding RedBall ordinary shares. 20.0% of the issued and outstanding RedBall ordinary shares.

 

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The existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal  Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Recommendation to Shareholders of RedBall

The RedBall Board has determined that the Business Combination Agreement and the transactions contemplated thereby, including the Domestication and the Mergers, are in the best interest of RedBall and our shareholders and unanimously recommends that our shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Stock Issuance Proposal, “FOR” each of the separate Advisory Organizational Documents Proposals, “FOR” the Director Election Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal (if presented to the extraordinary general meeting).

The existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication, the exercise of redemption rights, and the Mergers, please see the section titled “U.S. Federal Income Tax Considerations.”

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that New SeatGeek issues or reserves for issuance up to 128,160,000 shares of New SeatGeek common stock to the SeatGeek Stockholders as part of the Aggregate Transaction Consideration pursuant to the Business Combination Agreement. If the actual facts are different from these assumptions, the below figures will be different.

 

Sources

    

Uses

 
($ in millions)                   

Cash and investments held in trust account(1)

   $ 575.0      Cash to balance sheet    $ 558.0  

Sponsor Promote(2)

     62.0      Sponsor Promote(2)      62.0  

PIPE Investment(3)

     100.0      Secondary      —    

Equity Rollover

     1,282.0      Equity Rollover      1,282.0  

New debt

     —        Transaction expenses(4)      55.0  
      Debt paydown      62.0  

Total sources

   $     2,019.0      Total uses    $     2,019.0  
  

 

 

       

 

 

 

 

(1)

Trust account amount as of December 31, 2021.

 

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(2)

Sponsor Promote consists of 6.2 million RedBall Class B ordinary shares valued at $10.00 per RedBall Class B ordinary share.

(3)

Shares issued in the PIPE Investment are at a deemed value of $10.00 per share; the $100.0 million consists of $90.5 million in proceeds from the PIPE Investment and $9.5 million in proceeds from the Designated SG Warrant Investment.

(4)

Includes deferred underwriting commission of $20.1 million and estimated transaction expenses.

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of RedBall as a result of the Domestication. The business, capitalization, assets and liabilities, and financial statements of New SeatGeek one business day following the Domestication will be the same as those of RedBall immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, RedBall will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the SeatGeek Stockholders are expected to have a majority of the voting power of New SeatGeek, SeatGeek will comprise all of the ongoing operations of New SeatGeek, SeatGeek will comprise a majority of the governing body of New SeatGeek, and SeatGeek’s senior management will comprise all of the senior management of New SeatGeek. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of SeatGeek issuing shares for the net assets of RedBall, accompanied by a recapitalization. The net assets of RedBall will be stated at historical cost. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of SeatGeek.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On October 26, 2021, RedBall and SeatGeek filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. RedBall cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, RedBall cannot assure you as to its result.

 

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None of RedBall nor SeatGeek are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

RedBall is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and for so long as it remains an emerging growth company it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 

   

reduced disclosure obligations regarding executive compensation in RedBall’s periodic reports, proxy statements, and registration statements;

 

   

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved; and

 

   

an extended transition period for complying with new or revised accounting standards by allowing an emerging growth company to delay the adoption of such accounting standards until those standards would otherwise apply to private companies that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act.

We have elected to take advantage of certain of the reduced disclosure obligations in this proxy statement/prospectus and may elect to take advantage of other reduced reporting requirements in future filings and reports. Accordingly, the information that we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests.

We have also elected under the JOBS Act to use the extended transition period for complying with new or revised accounting standards. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of RedBall’s initial public offering. If certain events occur prior to the end of such five-year period, including if (i) we become a “large accelerated filer” which means at least $700.0 million of equity securities are held by non-affiliates as of the last business day of our second fiscal quarter; (ii) our annual gross revenue exceeds $1.07 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

Smaller Reporting Company

RedBall is also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We may continue to be a smaller reporting company and may take advantage of certain scaled disclosures available to smaller reporting companies for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our equity securities held by non-affiliates is less than $700.0 million on the last business day of our second fiscal quarter.

 

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Summary Risk Factors

In evaluating the proposals to be presented at the RedBall extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.” Below are some of these risks, any one of which could adversely affect our business, financial condition, results of operations, and prospects.

The summary risk factors described below should be read together with the text of the full risk factors in the section titled “Risk Factors” and the other information set forth in this proxy statement/prospectus. The risks summarized below or described in full under the section titled “Risk Factors” are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial may also harm our business, financial condition, results of operations and future growth prospects.

Risks Related to SeatGeek’s Business and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of SeatGeek and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New SeatGeek and its subsidiaries following the consummation of the Business Combination.

 

   

The COVID-19 pandemic has had, and may continue to have, a material negative impact on our business and operating results;

 

   

We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future;

 

   

We may need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available;

 

   

We identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weakness or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations;

 

   

Our success depends, in significant part, on entertainment and sporting events, and economic and other factors adversely affecting such events could have a material adverse effect on the live event industry generally and specifically on our business, financial condition and results of operations;

 

   

Cybersecurity risks, data loss, breaches of our network security, or other compromises to our information technology or data could materially harm our business and the results of our operations, including but not limited to a material interruption to our operations, harm to our reputation, significant liabilities, breach of data protection obligations, or a loss of customers or sales; and

 

   

We are subject to stringent and changing obligations related to data privacy and information security. Our actual or perceived failure to comply with such obligations could lead to enforcement or litigation (that could result in fines or penalties), reputational harm, or other adverse business effects.

Risks Related to RedBall and the Business Combination

 

   

Since the holders of RedBall founder shares, including our directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public shareholders, a conflict of interest may have existed in determining whether the Business Combination with SeatGeek is appropriate as our initial business combination. Such interests include that such holders may lose their entire investment in us if our business combination is not completed;

 

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RedBall has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to RedBall or our shareholders from a financial point of view;

 

   

We may be forced to close the Business Combination even if our board of directors determines it is no longer in our shareholders’ best interest;

 

   

Your unexpired warrants may be redeemed prior to their exercise at a time that may be disadvantageous to you, thereby making your warrants worthless;

 

   

The Domestication may result in adverse tax consequences for holders of RedBall Class A ordinary shares or RedBall public warrants;

 

   

We have minimum cash conditions. The ability of RedBall’s Class A ordinary shareholders to exercise redemption rights with respect to a large number of Class A ordinary shares, together with the minimum cash conditions, may make it more difficult for us to complete the Business Combination as contemplated. While neither is obligated to do so, SeatGeek, or SeatGeek and RedBall can waive the minimum cash conditions, including in circumstances where SeatGeek, RedBall and/or the Sponsor enter into agreements or arrangements designed to facilitate the completion of the Business Combination despite the minimum cash conditions not having been satisfied, pursuant to which, among other things, the parties might agree that the Backstop Subscription would not be funded. In the case of any waiver of the minimum cash conditions, New SeatGeek’s ability to operate its business, execute its plans and meet its projections could be materially and adversely affected and require us to raise additional capital, which we may not be able to secure on favorable terms or at all. As a result, we could need to enter into burdensome loan arrangements, or sell equity at a significant discount to our trading price, shortly after or concurrently with the closing. Moreover, the waiver of the minimum cash conditions could increase the number of shares of New SeatGeek common stock issuable in the Business Combination, which would increase the dilution to RedBall’s shareholders as a result of the Business Combination;

 

   

NYSE may not list New SeatGeek’s securities on its exchange, and New SeatGeek may not be able to comply with the continued listing standards of NYSE, which could limit investors’ ability to make transactions in New SeatGeek’s securities and subject New SeatGeek to additional trading restrictions;

 

   

Our public shareholders will experience immediate dilution as a consequence of the issuance of New SeatGeek common stock as consideration in the Business Combination (including the Backstop Subscription, if any) and the PIPE Investment and due to future issuances pursuant to the 2022 Plan. Having a minority share position may reduce the influence that our current shareholders have on the management of New SeatGeek;

 

   

You may not have the same benefits as an investor in an underwritten public offering;

 

   

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to the shareholders rather than liquidate; and

 

   

Upon consummation of the Business Combination, the rights of holders of New SeatGeek common stock arising under the DGCL and the Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of RedBall Class A ordinary shares arising under the Cayman Islands Companies Act and our current amended and restated memorandum and articles of association.

 

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RISK FACTORS

RedBall’s shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Risks Related to SeatGeek

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of SeatGeek and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New SeatGeek and its subsidiaries following the consummation of the Business Combination.

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic has had, and may continue to have, a material negative impact on our business and operating results. The ultimate magnitude of this impact will depend on a variety of factors, including the duration of the pandemic, the acceptance of vaccines and other mitigation efforts, restrictions or new operational requirements, the state of the global economy as a result of the pandemic, and the public’s willingness to attend events with large numbers of people, all of which are uncertain at this time.

The global spread and impact of the COVID-19 pandemic is complex, unpredictable and continuously evolving and has resulted in significant disruption and additional risks to our business, the entertainment industry, and the global economy. The COVID-19 pandemic has led governments and other authorities around the world to impose measures intended to control its spread, including restrictions on large gatherings of people, travel bans, border closings and restrictions, business closures, quarantines, shelter-in-place orders, social distancing measures and vaccine requirements. In mid-March 2020, as the unprecedented impact of the COVID-19 pandemic became clearer, concert promoters, venue operators, sports leagues and theaters around the world shut down. Our business depends on live music, sporting and theater events in order to generate most of our revenue from ticket sales in the primary and secondary ticket market.

As of today, most jurisdictions permit full capacity and many events have been taking place as planned, but some events continue to be canceled, rescheduled or postponed due to the COVID-19 pandemic. Most sports leagues have recommenced and there has also been a significant resumption of concert and theater activity, but many events have done so with restrictions related to vaccination and/or testing status, and in some cases reduced capacity or other protective measures. Our revenue has been and will continue to be negatively impacted to the extent that public health measures restrict fan attendance at live music, sporting and theatrical events. The degree to which our revenue is negatively impacted depends, in part, on the severity and duration of such public health measures. While restrictions on live events related to COVID-19 generally lessened over the course of 2021, the emergence of new variants to COVID-19 makes it difficult to predict whether restrictions on live events could increase again and what impact new variants could have on fans’ willingness to attend live events.

We face ancillary risks and uncertainties arising from the COVID-19 pandemic in addition to the shutdown or limitation of live music, sporting and theater events. COVID-19 may also precipitate or aggravate other risk factors described herein, which have had, and may continue to have, a material negative impact on our business and operating results. Many of these risks and uncertainties may extend beyond the duration of the current pandemic conditions due to the uncertainty around how the live music, sporting and theater industries may change going forward as a result of the pandemic. The risks and uncertainties described herein should be read in conjunction with those set forth below. Such additional or attendant risks and uncertainties include, among other things:

 

   

the impact of any lingering economic downturn or recession resulting from the pandemic, including reduction in discretionary spending or confidence for both buyers and sellers that would result in a decline in ticket sales and attendance;

 

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a reduction in the profitability of our operations due to governmental restrictions or safety precautions and protocols voluntarily undertaken, such as reduced capacity due to spacing and social distancing limitations, which could limit the number of tickets sold;

 

   

the impact on our workforce, which may include the loss of key personnel as employees find other employment and lowered employee morale, all of which may negatively impact our ability to capitalize on opportunities and conduct our operations in the future;

 

   

potential decreased willingness or ability for artists to tour due to varying restrictions across jurisdictions, including the possibility that national or sub-national borders are closed to travel, which could reduce the demand for our services;

 

   

potential changes to consumer preferences for consumption of live music, sporting or theater events due to fear of, or restrictions on, large gatherings;

 

   

loss of ticketing sales due to the economic impacts of the pandemic whereby certain venue operators are no longer in operation, reducing the number of events our marketplace can serve;

 

   

the inability to pursue expansion opportunities or acquisitions due to capital constraints;

 

   

the future availability or increased cost of insurance coverage; and

 

   

the incurrence of additional expenses related to compliance, precautions and management of our company during and after the pandemic.

The likelihood of the realization or intensification of these risks and uncertainties and the ultimate magnitude of their impact on us are not knowable or quantifiable at this time. The COVID-19 pandemic and its impacts may continue to endure for an unknown period of time. In addition, as has already occurred, the potential exists for additional waves of the pandemic. In addition, new and potentially more dangerous variants of the COVID-19 virus, such as the delta and omicron variants, have emerged, which have, and could continue to, lead to additional restrictions being put into place for a greater duration of time. Different jurisdictions have taken differing approaches to social distancing guidelines and restrictions on gatherings of people at different times, and may continue to have different rules in place in the future. The longer the duration of the COVID-19 pandemic, and the greater the ancillary and lingering effects, the greater the negative impact on us and our results of operations. While vaccination programs have been launched around the world, the ultimate impact of such programs on the pandemic and its duration, including the ability to effectively and widely distribute vaccines, the acceptance of the vaccine by the general population, and the effectiveness of the vaccine against existing and emerging variants of the COVID-19 virus, remain unclear. Moreover, even as restrictions on gatherings have been lifted and vaccines have been more widely distributed and made available, the public’s willingness to attend large events may remain depressed for a significant length of time, and we cannot predict when demand to attend such events will fully return to pre-COVID-19 levels.

We will continue to evaluate and explore additional mechanisms to attempt to ensure that we have adequate capital to fund our business, including through the issuance and sale of debt or equity securities. There is no guarantee that debt or equity financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations. Additionally, the impact of the COVID-19 pandemic on the financial markets could adversely impact our ability to raise funds.

Risks Related to Our Financial Condition and Status as an Early-Stage Company

We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.

We incurred net losses of $80.0 million, $96.9 million and $45.0 million in the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, we had an accumulated deficit of $326.4 million.

 

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Our revenues were $186.3 million, $33.2 million and $142.2 million in the years ended December 31, 2021, 2020 and 2019, respectively. Because of the impact of the COVID-19 pandemic, our revenue decreased significantly in the year ended December 31, 2020 as compared to December 31, 2019, but improved in the year ended December 31, 2021 as the pandemic and related restrictions on live events subsided. Given the uncertainty of the COVID-19 pandemic, we do not know whether we will be able to maintain such improvements in our revenue in future periods.

You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. We expect to continue to incur losses due to the impact of the COVID-19 pandemic on our business, the future of live events and the global economy. If we are unable to return to revenue growth and manage our expenses effectively, we will not be able to achieve and maintain profitability.

We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies.

In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to effectively manage organizational change; increase our sales and marketing efforts; broaden our customer-support and services capabilities; maintain or increase operational efficiencies; implement appropriate operational and financial systems; and maintain effective financial disclosure controls and procedures. If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

The market in which we compete may not meet the size estimates and may not achieve the growth forecast referenced in this proxy statement/prospectus. Our market opportunity estimates and growth forecasts included in this proxy statement/prospectus, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, particularly in light of the ongoing COVID-19 pandemic and the related economic impact. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of customers covered by these market opportunity estimates will generate any particular level of revenue for us. Any expansion in our market depends on a number of factors, including the cost and perceived value associated with our product and those of our competitors. Even if the market in which we compete meets our size estimates and growth forecast in this proxy statement/prospectus, our business could fail to grow at the rate we anticipate, if at all.

Even if the market in which we compete meets the size estimates and the growth forecast referenced in this proxy statement/prospectus, our business could fail to grow at similar rates, if at all, for a variety of reasons, which would adversely affect our results of operations. Our growth is subject to many factors, including success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, any forecasts of market growth included in this proxy statement/prospectus should not be taken as indicative of our future revenue or growth prospects.

Our existing and any future indebtedness could adversely affect our ability to operate our business.

As of December 31, 2021, we had a $60.0 million principal balance outstanding under our Loan and Security Agreement, dated as of June 12, 2019, with the several banks and other financial institutions parties thereto, and Hercules Capital, Inc. (“Hercules”) as administrative and collateral agent (as amended from time to time, the “Term Loan”). The Term Loan has a maturity date of July 1, 2023. Borrowings under the Term Loan

 

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bear interest at a rate equal to the greater of either (i) 10.5% plus the Prime Rate as reported in The Wall Street Journal minus 5.5%, or (ii) 10.5%. The Term Loan is secured by substantially all of our assets, excluding our intellectual property.

On April 28, 2022, we amended the Term Loan to increase our borrowing capacity by an additional $50.0 million, or $110.0 million in aggregate principal amount.

Our outstanding indebtedness, including any additional indebtedness beyond our borrowings from Hercules, combined with our other financial obligations and contractual commitments could have significant adverse consequences, including:

 

   

requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, potential acquisitions, international expansion, new product development, new enterprise relationships and other general corporate purposes;

 

   

increasing our vulnerability to adverse changes in general economic, industry and market conditions;

 

   

subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

 

   

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

 

   

placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

We intend to satisfy our current and future debt service obligations with our then existing cash and cash equivalents. However, we may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Term Loan or any other debt instruments. Failure to make payments or comply with other covenants under our existing credit facility or such other debt instruments could result in an event of default and acceleration of amounts due.

We may need additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.

As of December 31, 2021, we had cash and cash equivalents of $95.8 million. The remaining cash and cash equivalents balance is available to us to fund our operating, investing and financing activities. Due to the COVID-19 pandemic, which drastically changed the landscape of the live music, sporting and theater events industries, we experienced a significant decrease in our revenues as a result of decreased volume in 2020. While our revenue significantly improved during 2021, there is significant uncertainty regarding the extent and duration of the impact that the COVID-19 pandemic will have on our business, and we could exhaust our available financial resources sooner than we expect.

We may need to raise additional capital through additional debt or equity financings to support our business growth, to respond to business opportunities, challenges, or unforeseen circumstances, or for other reasons, and we may not be able to do so on favorable terms, if at all. Our ability to obtain financing will depend on a number of factors, including:

 

   

general economic and capital market conditions, including as a result of the COVID-19 pandemic;

 

   

the availability of credit from banks or other lenders;

 

   

investor confidence in us; and

 

   

our results of operations.

 

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We cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to obtain financing, in an amount sufficient to fund our operations or other liquidity needs. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, unforeseen circumstances would be adversely affected.

If we are unable to make acquisitions and investments, or successfully integrate them into our business, our business, results of operations and financial condition could be adversely affected.

Our future growth will depend in part on our selective acquisition of, and investment in, additional businesses. We will continue to consider a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services, and other assets and strategic investments that complement our business. We may be unable to identify other suitable targets for further acquisition or make further acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully complete the acquisition would depend on a variety of factors, and may include our ability to obtain financing on acceptable terms and requisite government approvals. We have previously acquired and continue to evaluate targets and, there is no assurance that such acquired businesses will be successfully integrated into our business or generate substantial revenue.

Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations, including:

 

   

intense competition for suitable acquisition targets, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms;

 

   

failure or material delay in closing a transaction;

 

   

transaction-related lawsuits or claims;

 

   

difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;

 

   

difficulties in retaining key employees or business partners of an acquired company;

 

   

difficulties in retaining customers and service providers, as applicable, of an acquired company;

 

   

challenges with integrating the brand identity of an acquired company with our own;

 

   

diversion of financial and management resources from existing operations or alternative acquisition opportunities;

 

   

failure to realize the anticipated benefits or synergies of a transaction;

 

   

failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues;

 

   

risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;

 

   

risks that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals;

 

   

theft of our trade secrets or confidential information that we share with potential acquisition candidates;

 

   

risk that an acquired company or investment in new services cannibalizes a portion of our existing business; and

 

   

adverse market reaction to an acquisition.

 

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If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services, and other assets and strategic investments, or if we fail to successfully integrate such acquisitions or investments, our business, financial condition, and results of operations could be adversely affected.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited.

As of December 31, 2021, we had federal net operating loss carryforwards of $214.7 million, of which $48.3 million will begin to expire in 2030. Furthermore, we had state and local net operating loss carryforwards of $138.8 million which will begin to expire in 2027. Additionally, we had federal carryforwards related to interest deductions limited under Section 163(j) of the Internal Revenue Code of $13.6 million which will never expire. We also had foreign net operating losses of $31.8 million with no expiration dates. Portions of these net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under the legislation enacted in 2017, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”), U.S. federal net operating losses incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal net operating losses in taxable years beginning after December 31, 2020, is limited. It is uncertain how various states will respond to the Tax Act and the CARES Act. For state income tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, California recently imposed limits on the usability of California state net operating losses to offset taxable income in tax years beginning on or after January 1, 2020 and before January 1, 2023.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. The business combination, together with private placements and other transactions that have occurred since our inception, may trigger such an ownership change pursuant to Section 382. We have not yet completed a Section 382 analysis, and therefore, there can be no assurances that our net operating losses are not already limited. We may experience ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our future results of operations by effectively increasing our future tax obligations. We have recorded a valuation allowance against our deferred tax assets, which includes net operating loss carryforwards.

Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, key members of our management team have limited experience managing a public company.

As a public company, we incur substantial legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of the New York Stock Exchange. For example, the Exchange Act requires, among other things, we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. We are also required to maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these rules and regulations has increased and will continue to increase our legal and financial compliance costs, and increase demand on our systems. In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

 

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Many members of our management team have limited or no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituencies will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

We identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weakness or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

As part of the 2020, 2019, and 2018 financial statement audits, we identified a material weakness in internal control over financial reporting due to our lack of an adequate risk assessment process to identify and analyze risks to achieving our financial reporting objectives across the entity and at the process level. This resulted in a failure to employ a sufficient number of qualified personnel to adequately ensure the appropriate accounting for non-routine transactions, implement appropriate segregation of duties, including over review of journal entries, and review the financial statements for appropriate presentation including consideration of the application of GAAP. This material weakness contributed to the prior restatements of our 2020, 2019 and 2018 annual financial statements.

As part of the 2021 financial statement audit, the Company identified material weaknesses in internal control over financial reporting due to each of the following:

(i) Lack of an adequate risk assessment process to identify and analyze risks to achieve its financial reporting objectives across the entity and at the process level. This resulted in a failure to employ a sufficient complement of qualified and trained personnel to ensure appropriate accounting for non-routine transactions and review changes in business processes for accounting implications.

(ii) Inadequate design and implementation of controls to prevent material errors in the financial statements from occurring, which resulted in a failure of appropriate application, recordation, and reconciliation of account balances with complete and accurate data and in accordance with US GAAP, as well as incomplete reviews of journal entries.

These material weaknesses contributed to restatements of our unaudited condensed consolidated interim financial statements as of and for the nine months ended September 30, 2021 and as of and for the six months ended June 30, 2021 that were corrected as described in and set forth in Note 18 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Our management has developed a remediation plan and is taking steps to remediate the material weakness. The material weakness will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and our management has concluded, through testing, that these controls are effective. Our management will continue to monitor the effectiveness of our remediation plan and will make the changes it determines to be appropriate. Although we intend to complete this remediation process as quickly as practicable, we cannot at this time estimate how long it will take, and our initiatives may not prove to be successful in remediating the material weakness.

 

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Furthermore, we cannot assure that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. Further, additional weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material errors in our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the listing requirements of the New York Stock Exchange, investors may lose confidence in our financial reporting and our stock price may decline as a result.

Impairment of our goodwill could negatively impact our financial results and financial condition.

In accordance with GAAP, we test goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of our goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. As of December 31, 2021, we had goodwill of approximately $29.6 million, which constituted approximately 14% of our total assets at that date. Due to the volatile stock market, the current economic uncertainty and other factors, we cannot provide assurance that goodwill will not be impaired in future periods. Impairment may result from, among other things, a significant decline in our expected cash flows, an adverse change in the business climate and slower growth rates in our industry. If we are required to record an impairment charge for goodwill in the future, this would adversely impact our financial condition and financial results.

Risks Related to Our Business and Industry

Our success depends, in significant part, on entertainment and sporting events, and economic and other factors adversely affecting such events could have a material adverse effect on the live event industry generally and specifically on our business, financial condition and results of operations.

A decline in attendance at, or reduction in the number of, live music, sporting and theater events may have an adverse effect on our revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns, including the current economic environment due to the COVID-19 pandemic, on our business is difficult to predict, but may result in reductions in ticket sales and our ability to generate revenue. The risks associated with our business may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live music, sporting and theater events. Many of the factors affecting the number and availability of live music, sporting and theater events are beyond our control. For instance, certain sports leagues have experienced labor disputes leading to threatened or actual player lockouts, including Major League Baseball in 2022. Any such lockouts may result in shortened or canceled seasons, which could adversely impact our business both due to the loss of games and ticketing opportunities as well as the possibility of decreased attendance following such a lockout due to an adverse fan reaction.

Our business depends on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact our operating results. Business conditions, as well as various industry conditions, including corporate spending, can also significantly impact our operating results as these factors can affect premium seat sales. Negative factors such as challenging economic conditions and public concerns over terrorism, security and data security incidents or contagious disease pandemics, including the COVID-19 pandemic, can also impact corporate and consumer spending. In addition, the impact of the economic downturn resulting from the COVID-19 pandemic, including a reduction in discretionary spending and confidence for consumers has resulted in a decline in ticket sales and attendance, which has impacted our

 

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operating results and growth. There can be no assurance that consumer and corporate spending will not continue to be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, which could have a material adverse effect on our business, financial condition and results of operations.

The occurrence and threat of extraordinary events, such as public health concerns such as contagious disease epidemics or pandemics, including the COVID-19 pandemic, war (including the conflict involving Russia and Ukraine), terrorist attacks, intentional or unintentional mass-casualty incidents, natural disasters or similar severe weather events, may deter artists from touring, teams from holding games and have a material adverse effect on the live event industry generally and specifically on our business, financial condition and results of operations.

Additionally, our business may be adversely affected by disease epidemics or pandemics, severe weather events and natural disasters. The occurrence of these events may deter buyers from attending and purchasing tickets to live music, sporting or theater events, which could negatively impact our business and financial performance. Moreover, performers, venues, teams or promoters may decide to cancel live music, sporting and theater events due to social distancing requirements, such as those imposed in response to the COVID-19 pandemic, or due to severe weather events or natural disasters. Cancellations of such events can adversely affect our financial performance, as we are obligated to issue refunds or credits for tickets purchased for those events that are not rescheduled.

We may be adversely affected by the occurrence of extraordinary events, such as public health concerns, terrorist attacks, severe weather events and natural disasters.

The occurrence and threat of extraordinary events, such as public health concerns such as the COVID-19 pandemic, terrorist attacks, intentional or unintentional mass-casualty incidents, natural disasters or similar events, may substantially decrease the use of and demand for our services and the attendance at live music, sporting and theatre events, which may decrease our revenue or expose us to substantial liability. The terrorism and security incidents in the past, military actions in foreign locations, periodic elevated terrorism alerts and fears from publicized contagious disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.

In the event of actual or threatened terrorism events, performers, athletes, teams, and other event draws may refuse to travel, which could adversely affect our business. Attendance at events may decline due to fears over terrorism and contagious disease outbreaks, which could adversely impact our operating results. Some such occurrences or actions are difficult to foresee and adequately plan for, which could lead to fan, vendor and/or employee harm resulting in fines, penalties, legal costs and reputational risk that could materially and adversely impact our business and results of operations.

Our business is highly sensitive to public tastes and is dependent on our ability to secure popular artists, teams and other entertainment and sporting events, and we may be unable to anticipate or respond to changes in consumer preferences, including a decrease in the popularity of live events, which may result in decreased demand for our services.

Ticket sales are sensitive to rapidly-changing public tastes, and are dependent on fluctuations in the number of entertainment, sporting and theater events and activities offered by promoters, teams and facilities, and adverse trends in the live music, sporting and theatre event industries could adversely affect our business, financial condition and results of operations. We rely on third parties to create and perform at live music, sporting and theater events, and any unwillingness to tour, lack of availability of popular artists or decrease in the number of games or performances held could limit our ability to generate revenue. Accordingly, our success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams, and any decrease in availability or failure to anticipate public demand could result in reduced demand for our services, which would adversely affect our business, financial condition and results of operations.

 

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Our business depends on relationships between key promoters, venues, sports teams, sports leagues, executives, agents, managers, artists and clients and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations.

Our business is dependent on maintaining our deep and longstanding relationships with the parties that use our platform to buy and sell tickets, including fans, rightsholders and other sellers. We cannot provide assurance that we will be able to maintain existing relationships, or enter into or maintain new relationships, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations. Another important component of our success is our ability to maintain existing and build new relationships with parties in the ticketing ecosystem. Any adverse change in these relationships, including the inability of these parties to fulfill their obligations to our business for any reason, could adversely affect our business, financial condition and results of operations.

We face intense competition in the live events and ticketing industries, including from concert promoters who are our primary ticket sales competitors, and we may not be able to maintain or increase our current revenue, which could adversely affect our business, financial condition and results of operations.

Our business faces significant competition from other national, regional and local primary and secondary ticketing service providers, some of whom are also concert promoters, to secure new and retain existing sellers, buyers and distribution partners on a continuous basis. We also face competition in the resale of tickets from other resale marketplaces and other ticket resellers. The advent of new technology, particularly as it relates to online ticketing, has amplified this competition. The intense competition that we face in the ticketing industry could cause the volume of our ticketing business to decline, and we may not be able to maintain or increase our current revenue due to such decline, which could adversely affect our business, financial condition and results of operations.

Other variables related to the competitive environment that could adversely affect our financial performance by, among other things, leading to decreases in overall revenue, event attendance, ticket prices and fees or profit margins include:

 

   

competitors’ offerings that may include more favorable terms or pricing;

 

   

technological changes and innovations that we are unable to adopt or are late in adopting that offer more attractive alternatives than we currently offer, which may lead to a loss of ticket sales or lower ticket fees;

 

   

other entertainment options or ticket inventory selection and variety that we do not offer; and

 

   

increased pricing in the primary ticket marketplace, which could result in reduced profits for secondary ticket sellers and reduced demand for our services.

Our business is dependent on the willingness of artists, teams and promoters to continue to support the secondary ticket market, and any decrease in such support may result in decreased demand for our services.

Our business is dependent on the secondary ticket market for events put on by artists, teams and promoters. We rely upon the willingness of such artists, teams and promoters to support the secondary ticket market, and any decrease in support of the resale market, such as by enacting restrictions regarding resale policies or partnering with other resale marketplaces on an exclusive basis could result in reduced demand for our services. For example, we have seen promoters enact restrictions regarding resale policies for certain venues or artists. These types of actions restrict our ability to participate in certain events, and could adversely affect our business, financial condition and results of operations.

 

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Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity and teamwork fostered by our culture, which could harm our business.

We believe that our corporate culture has been an important contributor to our success, which we believe fosters innovation, creativity and teamwork among our employees. As we continue to grow and evolve, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to ever-changing circumstances, such as during pandemics, including COVID-19. These changes could have an adverse impact on our corporate culture, and we may have difficulties in maintaining or adapting our culture to sufficiently meet the needs of our future and evolving operations. In addition, our transition from a private company to a public company culture, which will necessitate changes in policies, practices, corporate governance and management requirements, may result in a change to our corporate culture. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, maintain our performance or execute on our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our ticketing business is subject to seasonal fluctuations and the general economic and business conditions that impact the sporting events and live entertainment industries.

We believe our financial results and cash needs will vary greatly from quarter to quarter and year to year depending on, among other things, the timing of tours, sports seasons, tour cancellations, event ticket sales, seasonal and other fluctuations in our operating results, the timing of guaranteed payments, financing activities, acquisitions and investments and receivables management. Because our results may vary significantly from quarter to quarter and year to year, our financial results for one quarter or year cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in subsequent quarters or years. Typically, we experience our lowest financial performance in the first and second quarters of the calendar year due to the timing of large-scale events and concert sales. In addition, the timing of tours of top grossing acts can impact comparability of quarterly results year over year and potentially annual results. Similarly, the number of games in playoff series and the teams involved can vary year over year and impact our results. The seasonality of our business could create cash flow management risks if we do not adequately anticipate and plan for periods of decreased activity, which could negatively impact our ability to execute on our strategy, which in turn could harm our results of operations. Due to the unprecedented stoppage of concert, sporting and theater events globally in mid-March of 2020 due to the COVID-19 pandemic, our typical seasonality trends were significantly altered in 2020 and, to a lesser extent, 2021.

Our business may be subject to significant losses for various reasons, including due to fraud or unsuccessful, postponed or cancelled events. These losses may harm our results of operations and business.

We have experienced, and will continue to experience, refunds and chargebacks related to postponed or cancelled events and claims from attendees that creators have not performed their obligations or that events did not match their descriptions. These claims could arise from creator fraud or misuse, an unintentional failure of the event, which includes reschedules, indefinite postponements and cancellations, or from fraudulent claims by an attendee. We have experienced a high volume of event reschedules, postponements and cancellations because of the COVID-19 pandemic, which has significantly increased attendee claims and related reversals of payments received by us from payment card networks (known as chargebacks) and losses as a result of advance payment of ticket fees to creators. We expect we will experience a high volume of event reschedules, postponements and cancellations in the event of future global health crises, epidemics and pandemics.

We face significant competition and may be unsuccessful in competing against current and future competitors. If our competitors are more successful in attracting and retaining buyers and sellers than we are, our revenue and growth rates could decline.

The live event ticketing industry is intensely competitive. Ticketing platforms, including on mobile devices and tablets, are rapidly evolving and are subject to changing technology, shifting consumer preferences and

 

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tastes, and frequent introductions of new products and services. To be successful, we need to attract and retain both buyers and sellers, who have a variety of choices when it comes to shopping and selling, both online and offline. We face competition for both our buyers and our sellers from a wide range of competitors, which include both secondary ticket resale markets and primary sellers, some of whom are also event promoters. These competitors include, but are not limited to, Live Nation, StubHub, Eventbrite and Vivid Seats.

Larger competitors may be better capitalized to opportunistically acquire, invest in, or partner with other domestic and international businesses. We believe that companies with a combination of technical expertise, brand recognition, and financial resources pose a significant threat. In particular, if known incumbents in the entertainment space choose to offer competing services, they may devote greater resources than we have available, have a more accelerated time frame for deployment, and leverage their existing user base and proprietary technologies to provide services or a user experience that consumers may view as superior. Meanwhile, online retail companies and marketplaces, including emerging start-ups, may be able to innovate and provide products and services faster than we can.

If our competitors are more successful in offering compelling products or in attracting and retaining buyers and sellers than we are, our revenue and growth rates could decline. If we are unable to compete for buyers and sellers successfully, or if competing successfully requires us to expend significant resources in response to our competitors’ actions, our business, results of operations and financial condition could be adversely affected.

Competition in the live event ticketing industry and/or new regulations on the state and federal levels could impact the market standard for ticketing fees and may have an adverse impact on our business and financial condition.

Intense competition in the live event ticketing industry, including lower fees offered by other secondary ticketing marketplaces and technological changes that become prevalent in the industry, and/or new federal, state, or municipal regulations capping ticketing fees, could put downward pressure on the market standard for such fees, which may result in an adverse impact on our business and financial condition.

If we fail to innovate our products and services, our ability to attract new SeatGeek Enterprise clients could be negatively impacted and our revenue and growth rates could decline.

We must be able to innovate our products and services in order to attract and appeal to new venues and rightsholders to our primary ticketing product, which we refer to as SeatGeek Enterprise. Demand for our SeatGeek Enterprise product is affected by a number of factors, many of which are beyond our control, including the timing of development and release of new products, features and functionality introduced by us or our competitors, technological change and the growth or contraction of the market in which we compete. Our ability to attract new SeatGeek Enterprise clients will depend, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights, and there can be no assurances that we will be successful. We may not be successful in the development, introduction, marketing, and sourcing of new products or services, that satisfy ticket buyer, rightsholder and seller needs, achieve market acceptance, or generate satisfactory financial returns. If we are unable to attract new SeatGeek Enterprise clients, our business could be negatively impacted and our revenue and growth rates could decline.

Even if we do attract new SeatGeek Enterprise clients, the cost of their acquisition or ongoing customer support may prove so high as to prevent us from achieving or sustaining profitability. We intend to continue to hire additional sales personnel, increase our marketing activities to help educate the market about the benefits of SeatGeek Enterprise, grow our domestic and international operations and build brand awareness. If the costs of these efforts increase dramatically or if they do not result in the cost-effective acquisition of additional customers or substantial increases in revenue, our business, results of operations and financial condition may be adversely affected.

 

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Our contracts with SeatGeek Enterprise clients may not be immediately profitable, and may not become profitable in a timely manner, if at all.

Our growth strategy and the success of our business depends, in part, on our ability to attract new SeatGeek Enterprise clients. When entering into a new agreement with an Enterprise client, SeatGeek invests considerable time in implementation and set-up. In connection with certain Enterprise agreements, SeatGeek may also become a sponsor of a team and/or venue and make annual sponsorship payments to receive certain sponsorship assets. Given the investment in launching a new partnership as well as the annual sponsorship payment, SeatGeek Enterprise agreements may not be immediately profitable or profitable as expected when entering into the agreement. In entering into a new agreement, the SeatGeek Enterprise team models the long-term profitability of an agreement. Actual profitability can be impacted by a number of factors, including actual attendance, secondary sales and third party events. Any failure to achieve, or delay in achieving, profitability with our contracts with SeatGeek Enterprise clients could harm our business, results of operations and financial condition.

If we fail to perform pursuant to our existing agreements, our ability to retain our SeatGeek Enterprise clients could be negatively impacted, which may have an adverse impact on our business, financial condition and results of operations.

In order for us to maintain or improve our results of operations, it is important that we maintain and expand our relationships with our SeatGeek Enterprise clients. If we fail to perform pursuant to our existing agreements with our SeatGeek Enterprise clients, we may lose market share and our ability to retain our SeatGeek Enterprise clients could be negatively impacted.

Our ability to retain SeatGeek Enterprise clients may depend on a number of factors, including the clients’ satisfaction with our SeatGeek Enterprise product, defects or performance issues, our client and product support, our prices, mergers and acquisitions affecting our customer base, the effects of global economic conditions, the entrance of new or competing products and the pricing of such competitive offerings or reductions in the client’s spending levels for any reason. If we fail to retain our SeatGeek Enterprise clients our revenue may decline, and our business and financial condition could be adversely affected.

Poor weather adversely affects attendance at live events, which could negatively impact our financial performance from period to period.

We ticket many live music and sporting events. Weather conditions surrounding these events affect sales of tickets, concessions and merchandise, among other things. Poor weather conditions can have a material effect on our results of operations particularly because we promote and/or ticket a finite number of events. Increased weather variability due to climate change exacerbates weather-related issues we face. Due to weather conditions, we may be required to cancel or reschedule an event to another available day or a different venue, which would increase our costs for the event and could negatively impact the attendance at the event, as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods.

If we fail to engage our users or innovate, improve, and enhance our platform in a manner that responds to our users’ evolving needs, our business, results of operations and financial condition may be adversely affected.

The markets in which we compete are characterized by constant change and innovation, and we expect them to continue to evolve rapidly. Our success has been based on our ability to identify and anticipate the needs and demands of our users and design a platform that provides them with the tools they want and need to engage and transact. Our ability to attract new users, retain existing users, and increase engagement of both new and existing users will depend in large part on our ability to continue to innovate and enhance the functionality, performance, reliability, design, security, and scalability of our platform.

 

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We may experience difficulties with software development that could delay or prevent the development, introduction, or implementation of new features and enhancements. We must also continually update, test, and enhance our software platform. The continual improvement and enhancement of our platform requires significant investment, and we may not have the resources to make such investment. To the extent we are not able to improve and enhance the functionality, performance, reliability, design, security, and scalability of our platform in a manner that responds to our users’ evolving needs and demands, our business, results of operations and financial condition will be adversely affected.

The vibrancy of our community and trustworthiness of our marketplace are important to our success. If we are unable to maintain them, our ability to attract, engage and retain users could suffer.

The vibrancy of our community and trustworthiness of our marketplace are the cornerstones of our business. Interactions between buyers and sellers on our platform contribute significantly to our ability to attract, engage and retain users. Many things could undermine these cornerstones, such as:

 

   

complaints or negative publicity about us, our marketplace, or our policies and guidelines, even if factually incorrect or based on isolated incidents;

 

   

an inability to gain the trust of prospective users;

 

   

actions of, or online behavior by, users that are perceived to be hostile or inappropriate by other users;

 

   

the use of programs or other forms of automation (such as “bots”) to participate on our platform;

 

   

issues associated with the authenticity of tickets listed on our marketplace;

 

   

disruptions or defects on our marketplace, such as authenticity issues, privacy or data security breaches or incidents, site outages, payment disruptions, or other incidents that impact the reliability of our marketplace; and

 

   

the failure of our sellers to deliver tickets sold in our marketplace in a timely manner or at all.

If we are unable to maintain a vibrant community and trustworthy marketplace, then our ability to attract, engage and retain users could be impaired and our reputation, business, results of operations and financial condition would be adversely affected.

Misconduct and errors by our employees, vendors, and service providers could harm our business and reputation.

We are exposed to many types of operational risk, including the risk of misconduct and errors by our employees, vendors, and other service providers. Our business depends on our employees, vendors, and service providers to process a large number of increasingly complex transactions, including transactions that involve significant dollar amounts and involve the use and disclosure of personal and business information. We could be materially and adversely affected if transactions were redirected, misappropriated, or otherwise improperly executed, personal and business information was disclosed to unintended recipients, or an operational breakdown or failure in the processing of other transactions occurred, whether as a result of human error, a purposeful sabotage or a fraudulent manipulation of our operations or systems. If any of our employees, vendors, or service providers take, convert, or misuse funds, documents, or data, or fail to follow protocol when interacting with consumers and merchants, we could be liable for damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents, or data, or the failure to follow protocol, and therefore be subject to civil or criminal liability. It is not always possible to identify and deter misconduct or errors by employees, vendors, or service providers, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. Any of these occurrences could result in our diminished ability to operate our business, potential liability to consumers and merchants, inability to attract future consumers and merchants, reputational damage, regulatory intervention, and financial harm, which could negatively impact our business, results of operations, financial condition, and prospects.

 

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Our advertising activity may not be effective, or may fail to efficiently drive growth in users, buyers, sellers, clients and distribution partners.

Our future growth and profitability depend in large part upon the effectiveness and efficiency of our advertising, promotion, public relations, and marketing programs, and we are investing heavily in these activities. These promotion activities may not yield increased revenue, and the efficacy of these activities will depend on a number of factors, including our ability to do the following:

 

   

attract new SeatGeek Enterprise clients and maintain sponsorship relationship with existing SeatGeek Enterprise clients;

 

   

determine the effective creative message and media mix for advertising, marketing, and promotional expenditures;

 

   

select the right markets, media, and specific media vehicles in which to advertise;

 

   

identify the most effective and efficient level of spending in each market, media, and specific media vehicle; and

 

   

effectively manage marketing costs, including creative and media expenses, to maintain acceptable user acquisition costs.

In response to the COVID-19 pandemic, we substantially reduced our advertising spend in 2020. As live events have returned, we have increased our advertising spend, and we plan to further increase advertising spend in future periods to continue driving our growth. We also expect that the cost of advertising is likely to increase as we emerge from the pandemic and competition for advertising returns to normal levels. Additionally, increases in the pricing of one or more of our marketing and advertising channels could increase our marketing and advertising expenses or cause us to choose less expensive but possibly less effective marketing and advertising channels.

We also may incur marketing and advertising expenses significantly in advance of the time we anticipate recognizing revenue associated with such expenses, and our marketing and advertising expenditures may not generate sufficient levels of brand awareness or result in increased revenue. Even if our marketing and advertising expenses result in increased sales, the increase might not offset our related expenditures. If we are unable to maintain our marketing and advertising channels on cost-effective terms or replace or supplement existing marketing and advertising channels with similarly or more effective channels, our marketing and advertising expenses could increase substantially, our seller and buyer base could be adversely affected, and our business, results of operations, financial condition, and brand could suffer.

Our business depends on a strong brand and we will not be able to attract users, buyers, sellers, clients and distribution partners if we do not maintain and develop our brand.

We believe that maintaining and enhancing our reputation and brand as a differentiated ticketing marketplace serving users, buyers, sellers, clients and distribution partners is critical retaining our relationship with our existing users, buyers, sellers, clients and distribution partners and to our ability to attract new users, buyers, sellers, clients and distribution partners. The successful promotion of our brand attributes will depend on a number of factors that we control and some factors outside of our control.

The promotion of our brand requires us to make substantial expenditures and management investment, which will increase as our market becomes more competitive and as we seek to expand our marketplace. To the extent these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our brand and successfully differentiate our marketplace from competitive products and services, our business may not grow, we may not be able to compete effectively and we could lose sellers, buyers or distribution partners or fail to attract potential new sellers, buyers and distribution partners, all of which would adversely affect our business, results of operations and financial condition.

 

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There are also numerous factors that could undermine our reputation and harm our brand, some of which are outside of our control. These factors include: negative perception of our marketplace may harm our business, including as a result of complaints or negative publicity about us; the promotion on our platform of events that are deemed to be COVID-19 “superspreader” events by the media; our inability to timely comply with local laws, regulations and/or consumer protection related guidance; the use of our platform to sell fraudulent tickets; responsiveness to issues or complaints and timing of refunds and/or reversal of payments on our platform; actual or perceived disruptions or defects in our platform; affiliation with certain influencers or other marketing partners or sponsors; security or data security incidents; or lack of awareness of our policies or changes to our policies that sellers, buyers or others perceive as overly restrictive, unclear or inconsistent with our values.

If we are unable to maintain a reputable platform that provides valuable solutions and desirable events, then our ability to attract and retain sellers, buyers and distribution partners could be impaired and our reputation, brand and business could be harmed.

We rely on sellers, clients and distribution partners on our ticketing platform for many aspects of our business, and any failure by them to maintain their service levels or any changes to their operating costs could adversely affect our business.

We rely upon sellers, clients and distribution partners on our ticketing platform, including venues, sports teams and performers, and other ticketing companies to provide access to quality live entertainment to fans at expected price points. If these merchants experience difficulty servicing consumer demand, whether due to a failure to maintain their service levels or other problems with their point-of-sale or other technologies, or due to their inability to produce quality live events at affordable prices, our reputation and brand could be damaged. Further, an increase in merchant operating costs could cause merchants on our ticketing platform to raise prices, renegotiate commission rates, or cease operations, which could in turn adversely affect our operational costs and efficiency, and if merchants on our platform were to cease operations, temporarily or permanently, we may not be able to provide consumers with sufficient merchant selection, which we expect would reduce the number of consumers on our platform. Many of the factors affecting merchant operating costs, including off-premise costs and prices, are beyond the control of merchants and include inflation, costs associated with the goods provided, labor and employee benefit costs, rent costs, and energy costs. If merchants pass along these increased operating costs and increase prices on our platform, order volume may decline. Additionally, some merchants may choose to charge higher prices on our platform relative to their in-store prices. This practice can negatively affect consumer perception of our platform and could result in a decline in consumers or order volume, or both, which would adversely affect our financial condition and results of operations.

If we do not effectively manage our ticket inventory, we may incur costs associated with excess inventory, or lose sales from having too few tickets.

We may purchase tickets and, as a result, bear the risk they do not sell or sell at a price below which we purchased the tickets. If we are unable to properly monitor and manage our ticket inventory and maintain an appropriate number and mix of tickets, we may incur increased and unexpected costs. We determine ticket inventory levels based on a variety of factors including our forecasts of demand for particular events. Actual demand for tickets depends on many factors, which makes it difficult to forecast. We have experienced differences between our actual and our forecasted demand in the past, and expect differences to arise in the future. If we improperly forecast demand for tickets, we could end up with too many tickets and be forced lower the prices of the tickets, or be unable to sell the tickets at all, or, alternatively we could end up with too few tickets and not be able to satisfy demand. Improperly managing our ticket inventory could negatively affect fan, rightsholder or seller perception of our platform and could result in a decline in volume, which would adversely affect our financial condition and results of operations.

Additionally, our SeatGeek Swaps feature allows fans to return eligible tickets to SeatGeek at any time up to 72 hours prior to the scheduled start time of the event in exchange for a promotional code with a value equal to

 

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the original price paid for such tickets, including all taxes and service fees. While we attempt to re-sell any tickets returned under this policy, we may be unable to re-sell them at the same price or at all.

Our international operations are subject to certain risks, which may adversely affect our business, financial condition and results of operations.

Our international operations carry special financial and business risks, which include: fluctuations in foreign currency exchange rates that could adversely affect our results; regulatory requirements, tariffs and other barriers; local labor conditions, protections and regulations; potentially adverse tax consequences; less stable political and economic environments; terrorism, political hostilities, war, outbreak of disease and other civil disturbances or other catastrophic events that reduce business activity; cultural and language barriers and the need to adopt different business practices in different geographic areas; and difficulty collecting fees and, if necessary, enforcing judgments.

As part of our day-to-day operations outside the United States, we are required to create compensation programs, employment policies, compliance policies and procedures and other administrative programs that comply with the laws of multiple countries. We also must communicate and monitor standards and directives across our global operations. Our failure to successfully manage and grow our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with international standards and procedures.

Our business, financial condition and results of operations could be adversely affected, possibly materially, if we are unable to successfully manage these and other risks of global operations in a volatile environment. If our international business increases relative to our total business, these factors could have a more pronounced effect on our operating results or growth prospects.

We depend on key personnel and our business may be severely disrupted if we lose the services of our key executives and employees.

Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel. Our future success depends on our continuing ability to identify, hire, develop, motivate, retain and integrate highly skilled personnel for all areas of our organization. Each of our executive officers, key technical personnel and other employees could terminate such executive officer’s relationship with us at any time. The loss of any member of our senior management team or key personnel might significantly delay or prevent the achievement of our business objectives and could harm our business and our relationships. Competition in our industry for qualified employees is intense. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees.

Our growth may cause significant pressures upon our financial, operational, and administrative resources.

We have experienced, and may continue to experience, rapid growth in our headcount, business, and operations, which has placed, and may continue to place, significant demands on our management and our operational and financial resources.

We continue to increase the breadth and scope of our platform and our operations, and the growth we have experienced in our business places significant demands on our operational infrastructure.

The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand. The growth in the number of users using our platform and the number of transactions processed through our platform has increased the amount of data and requests that we process. Any problems with the transmission of increased data and requests could result in harm to

 

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our brand or reputation. Moreover, as our business grows, we will need to devote additional resources to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of our platform. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations. Any investments we make will occur in advance of experiencing the benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources. These efforts may also involve hiring additional personnel, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future.

Furthermore, we believe that an important contributor to our success has been our corporate culture, which we believe fosters innovation, teamwork, passion for our users, and a focus on attractive designs and technologically advanced software. As we continue to grow, or acquire other companies, we must effectively integrate, develop, and motivate a growing number of new employees. As a result, we may find it difficult to maintain our corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, continue to perform at current levels, or execute on our business strategy.

Risks Related to Information Technology, Cybersecurity and Intellectual Property

As our services are currently accessed primarily through mobile phones, tablets and other internet-enabled mobile devices, we believe that we must develop applications for such devices if we are to maintain or increase our market share and revenues, and we may not be successful in doing so.

A significant and growing portion of buyers and sellers access our platform through mobile devices. The number of people who access the Internet and purchase goods and services through mobile devices, including mobile phones, tablets, and other internet-enabled mobile devices, has increased significantly in the past few years and is expected to continue to increase. If we are not able to provide buyers and sellers with the experience and solutions they want on mobile devices, our business may be harmed.

If the mobile applications we have deployed and may in the future deploy are not well received by users of our platform, our business may suffer. In addition, we face fraud risks and regulatory risks from transactions sent from mobile devices. If we are unable to effectively anticipate and manage these risks, our business and results of operations may be harmed.

Changes in internet search engine algorithms and dynamics, or search engine disintermediation, or changes in marketplace rules, could have a negative impact on traffic for our sites and ultimately, our business and results of operations.

We rely heavily on internet search engines, such as Google, to generate traffic to our website, through a combination of organic and paid searches. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our website can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our website to be placed lower in organic search query results. If a major search engine changes its algorithms or methods in a manner that negatively affects the search engine ranking of our website or those of our partners, or positively affects the search engine ranking of our competitors, our business, results of operations and financial condition would be harmed. Furthermore, our failure to successfully manage our search engine optimization could result in a substantial decrease in traffic to our website, as well as increased costs if we were to replace free traffic with paid traffic, which may harm our business, results of operations and financial condition.

We also rely on application marketplaces, such as Apple’s App Store and Google’s Play, to enable downloads of our mobile applications. Such marketplaces have in the past made, and may in the future make, changes that make access to our mobile applications and products more difficult. For example, our applications

 

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may receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces. Further, Apple’s and Google’s app stores are an important distribution channel. If they choose to charge commissions on our products and we fail to negotiate compatible terms, it may harm our business, results of operations and financial condition. Similarly, if problems arise in our relationships with providers of application marketplaces, traffic to our site and our user growth could be harmed.

Our failure to keep up with rapid technology changes may severely affect our future success.

The live event ticketing industry is undergoing rapid technological changes. Our future success will depend on our ability to respond to rapidly evolving technologies, adapt our platform and services to changing industry standards and improve the performance and reliability of our platform and services. If we fail to adapt to such changes, our business may be adversely affected.

The success of our ticketing business and other operations depends, in part, on the integrity of our systems and infrastructure, as well as affiliate and third-party computer systems, computer networks and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on our business, financial condition and results of operations.

System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of our own ticketing systems and other computer systems and of affiliate and third-party software, computer networks and other communications systems on which we rely, may adversely affect our ability to operate websites, mobile applications, process and fulfill transactions, respond to consumer inquiries and generally maintain cost-efficient operations. Such interruptions could occur by virtue of natural disaster, malicious actions such as hacking or acts of terrorism or war, or human error. In addition, the loss of some or all of certain key personnel could require us to expend additional resources to continue to maintain our software and systems and could subject us to systems interruptions. Such interruptions may result in system instability, degradation in performance, unfixable security vulnerabilities or other similar issues that could adversely impact both the business and the consumers utilizing our services.

While we have backup systems for certain aspects of our operations, disaster recovery planning by its nature cannot be sufficient for all eventualities, and we may experience business interruptions in the face of such disasters. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect our business, financial condition and results of operations.

Cybersecurity risks, data loss, breaches of our network security, or other compromises to our information technology or data could materially harm our business and the results of our operations, including but not limited to a material interruption to our operations, harm to our reputation, significant liabilities, breach of data protection obligations, or a loss of customers or sales.

Due to the nature of our business, we and our service providers process, store, use, transfer and disclose certain personal or sensitive data about fans and our employees. We and the third-parties upon which we rely face a variety of evolving and increasing threats, which could cause security incidents. Cyberattacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel misconduct or error, employee theft or misuse, sophisticated nation-state, and nation-state supported actors. We and our service providers may be subject to a variety of evolving threats, including but not limited to phishing attacks, malicious code (such as viruses and worms), malware installation, denial-of-service attacks (such as credential stuffing), ransomware attacks, supply chain attacks, software bugs, server malfunction, software or hardware failures, loss of data or other computer assets, or adware.

Ransomware attacks, including those from organized criminal threat actors, nation-states, and nation-state supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our

 

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operations, loss of data and income, reputational loss, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments. Similarly, supply chain attacks have increased in frequency and severity, and we cannot guarantee that the hardware, software or applications we develop or procure from third parties does not contain defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information security. Furthermore, the COVID-19 pandemic and our remote workforce pose increased risks to our information technology assets and data.

Any of the aforementioned or similar threats, attacks, disruptions, or accidents could cause a security incident and result in unauthorized, unlawful, or inappropriate access to, inability to access, disclosure of, or loss of the sensitive, proprietary and confidential data that we handle or other business interruptions. A security incident could cause interruptions in our or our service providers’ operations and subject us to increased costs and diversion of funds, litigation, inquiries, investigations, penalties, fines, other actions from governmental authorities, and financial or other liabilities. In addition, security breaches, incidents or the inability to protect information could lead to increased incidents of ticketing fraud and counterfeit tickets. Sellers, buyers and distribution partners are generally concerned with the security and privacy of the Internet, and any publicized security problems affecting our businesses or our service providers’ may discourage sellers, buyers or distribution partners from doing business with us. Therefore, security breaches and incidents, as well as any failure on our part to effectively handle fraudulent activity such as the sale of counterfeit tickets, could also significantly damage our reputation with sellers, buyers, distribution partners and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring.

We have developed systems and processes designed to protect consumer and employee data and to detect and prevent security breaches or incidents and fraudulent activity, which could result in data loss or other harm or loss, but there can be no assurance that such measures will be effective in combating these threats. Furthermore, certain privacy and information security obligations may require us to implement specific security measures or use industry-standard or reasonable measures. The techniques used to perpetrate a security incident or fraudulent activities may change frequently and as a result, may be difficult for our business to detect for long periods of time. In addition, despite our best efforts, we may be unaware of or unable to anticipate these techniques or implement adequate preventative measures. We have expended significant capital and other resources to protect against and remedy such potential security breaches and incidents, fraudulent activity and their consequences, and will continue to do so in the future.

Laws in all U.S. states and territories, Israel and the European Union (the “E.U.”) require businesses to notify affected individuals, governmental entities, and/or credit reporting agencies of certain security incidents affecting personal data. Such laws are inconsistent, and compliance in the event of a widespread security incident is complex, costly and may be difficult to implement. Our existing general liability and cyber liability insurance policies may not cover, or may cover only a portion of, any potential claims related to security breaches to which we are exposed or may not be adequate to indemnify us for all or any portion of liabilities that may be imposed. We also cannot be certain that our existing insurance coverage will continue to be available at all or on acceptable terms or in amounts sufficient to cover the potentially significant losses that may result from a security incident or breach or that the insurer will not deny coverage of any future claim.

We may face potential liability and expense for legal claims alleging that the operation of our business infringes intellectual property rights of third parties, who may assert claims against us for unauthorized use of such rights.

We cannot be certain that the operation of our business does not, or will not, infringe or otherwise violate the intellectual property rights of third parties. In the future we may be subject to legal proceedings and claims alleging that we infringe or otherwise violate the intellectual property rights of third parties. These claims, whether or not successful, could divert management and personnel time and attention away from our business and harm our reputation and financial condition. In addition, the outcome of litigation is uncertain, and third

 

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parties asserting claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief against us, which could require us to rebrand, redesign, or reengineer our platform, products or services, and/or effectively block our ability to distribute, market or sell our products and services.

If we fail to adequately protect or enforce our intellectual property rights, our competitive position and our business could be materially adversely affected.

We believe that our proprietary technologies and information, including our software, informational databases, and other components that underpin our products and services, are critical to our success, and we seek to protect our technologies, products and services through a combination of intellectual property rights, including, without limitation, trademarks, domain names, patents, copyrights and trade secrets, as well as through contractual restrictions and obligations with employees, customers, suppliers, affiliates and others. Despite our efforts, it may be possible for a third party to copy or otherwise obtain and use our intellectual property without authorization which, if discovered, might require legal action to protect. In addition, third parties may independently and lawfully develop products or services substantially similar to ours. We currently only hold a small number of patents. We seek to protect our trade secrets and proprietary know-how and technology methods through confidentiality agreements and other access control measures and applicable intellectual property laws. Failure of such strategies to protect our technology or our inability to protect our intellectual property in the future could have a materially adverse impact on our business, financial condition and results of operations.

We have been granted trademark registrations and patents and/or have trademark and patent applications pending with the United States Patent and Trademark Office and/or various foreign authorities for various proprietary trademarks and other technologies. Any patent or trademark application filed may not result in a patent or trademark registration being issued, or existing or future patents or trademarks may not be adjudicated valid by a court or be afforded adequate protection against competitors. Likewise, the issuance of a patent or trademark registration to us does not mean that its processes, inventions or trademark will not be found to infringe upon rights previously issued to third parties.

From time to time, we are and may in the future be subject to legal proceedings and claims, including claims of alleged infringement of the intellectual property rights of third parties. Our failure to protect our intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names or other intellectual property and could adversely affect our business, financial condition and results of operations. Therefore, litigation may be necessary in the future to enforce our intellectual property rights, protect trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations.

Our payments system depends on third-party providers and is subject to risks that may harm our business.

We rely on third-party providers to support our payment system, as our buyers primarily use credit cards to purchase tickets on our marketplace. Our third-party processors rely on banks and payment card networks to process transactions. If any of these providers or any of their vendors do not operate well with our platform, our payments systems and our business could be adversely affected. If our providers do not perform adequately or determines certain types of transactions are prohibitive for any reason, if our providers’ respective technology does not interoperate well with our platform, or if our relationships with our providers, the bank or the payment card networks on which they rely were to terminate unexpectedly, buyers may find our platform more difficult to use. Such an outcome could harm the ability of sellers to use our platform, which could cause them to use our platform less and harm our business.

Our payment processing providers require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or re-interpret existing rules in ways that might prohibit us from providing certain services to some buyers or sellers, be costly to implement or difficult to follow. We are required to reimburse our payment

 

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providers for fines assessed by payment card networks if we, or buyers or sellers using our platform, violate these rules, such as our processing of various types of transactions that may be interpreted as a violation of certain payment card network operating rules. Changes to these rules and requirements, or any change in our designation by payment card networks, could require a change in our business operations and could result in limitations on or loss of our ability to accept payment cards, any of which could negatively impact our business.

Additionally, while we deploy sophisticated technology to detect fraudulent purchase activity, we may incur losses if we fail to prevent the use of fraudulent credit card information on transactions in the future. Fraud schemes are becoming increasingly sophisticated and common, and our ability to detect and combat fraudulent schemes may be negatively impacted by the adoption of new payment methods and new technology platforms. If we or our providers fail to identify fraudulent activity or are unable to effectively combat the use of fraudulent credit cards on our platform or if we otherwise experience increased levels of disputed credit card payments, our results of operations and financial positions could be materially adversely affected.

Finally, payment card networks and our payment processing providers could increase the fees they charge us for their services, which would increase our operating costs and reduce our margins. Any such increase in fees could also harm our business, results of operations and financial condition.

Risks Relating to Governmental Regulation and Litigation

Some U.S. states prohibit the resale of event tickets at prices above the face value of the tickets or at all, or highly regulate the resale of tickets, and new laws and regulations or changes to existing laws and regulations imposing these or other restrictions may adversely affect our business and operating results.

Most ticket resale transactions on SeatGeek Marketplace occur in the United States, with de minimis transactions in Canada. Some U.S. states have restrictions on the resale of event tickets, including laws and regulations that (i) prohibit the resale of event tickets (anti-scalping laws) at prices above the face value of the tickets or at all, (ii) set maximum resale prices and (iii) impose license requirements for sellers who resell above a certain number of tickets per year. We are aware that some U.S. states do not enforce their restrictions on the resale of event tickets. With the exception of such restrictions and laws, we comply in all material respects with all applicable laws and regulations. If certain of these states (Arkansas, Kentucky, Louisiana, Massachusetts, New Jersey and Rhode Island) were to begin to enforce their respective anti-scalping laws or other restrictions on the resale of event tickets, our revenue in such states would decline.

These laws and regulations are continuously evolving, and new laws and regulations or changes to existing laws and regulations imposing these or similar restrictions on the resale or transferability of tickets may adversely affect our industry, our business and our operating results. Similarly, certain states may require that consumers receive a refund rather than a credit if an event is canceled or postponed for greater than a defined period of time. These laws may limit the ways in which we respond to the cancellation or postponement of live events due to COVID-19 or more generally.

Our business is dependent on the ability for sellers to sell tickets on the secondary market unencumbered.

Our business is dependent upon third parties having the ability to list tickets for sale on the secondary ticket market for events put on by artists, teams and promoters. Any actions taken by federal, state or local governments, rightsholders, or companies that issue tickets (i.e., the primary ticketing companies), promoters or other third parties such as enacting restrictions regarding resale policies, using technology to limit where and how tickets are sold on the secondary market, charging incremental fees for the ability to sell tickets on the secondary market or partnering with other resale marketplaces on an exclusive basis, could result in reduced demand for our services, which would adversely affect our business, financial condition and results of operations.

 

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We are subject to stringent and changing obligations related to data privacy and information security. Our actual or perceived failure to comply with such obligations could lead to enforcement or litigation (that could result in fines or penalties), reputational harm, or other adverse business effects.

We receive, transmit, process and store a large volume of personal data of customers, other user data, and other sensitive and confidential data. For example, we process customer contact information and payment card data. Numerous federal, state, local, and international laws, as well as regulations, guidance and industry standards, privacy and security policies, contracts, and other obligations, address privacy, data protection and security, and the collection, storing, sharing, use, disclosure, processing and protection of personal data and other sensitive data.

We are, or may become, subject to numerous U.S. privacy laws, and new laws have been proposed and may be enacted. For example, California enacted the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020. The CCPA establishes a new privacy framework for covered businesses such as ours, and may require us to modify our data processing practices and policies and incur compliance related costs and expenses. The CCPA provides new and enhanced data privacy rights to California residents, including the right to access and delete their personal data, and receive detailed information about how their personal data is used and shared. The CCPA also created restrictions on “sales” of personal data that allow California residents to opt-out of certain sharing of their personal data and prohibits covered businesses from discriminating against consumers (e.g., charging more for services) for exercising any of their CCPA rights. The CCPA provides for potentially severe statutory penalties, and a private right of action for data breaches resulting from a failure to implement reasonable security procedures and practices.

In addition, in November 2020, California voters approved the California Privacy Rights Act (“CPRA”) ballot initiative which introduced significant amendments to the CCPA and established and funded a dedicated California privacy regulator, the California Privacy Protection Agency (“CPPA”). The amendments introduced by the CPRA go into effect on January 1, 2023, and new implementing regulations are expected to be introduced by the CPPA. Other states have also enacted data privacy laws. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act, a comprehensive privacy statute that shares similarities with the CCPA, CPRA, and legislation proposed in other states. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward imposing more stringent privacy obligations on businesses operating in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and costly.

Outside the United States, many foreign laws regarding privacy and information security may also apply to our activities, and regulators worldwide are imposing significant fines against companies for related violations. Our business operations, including our ticketing business, involve the collection, transfer, use, disclosure, security, and disposal of personal or sensitive data in various locations around the world, including the European Union (“EU”). The EU’s General Data Protection Regulation 2016/679 (“GDPR”) applies to the European Economic Area (“EEA”) and, in substantially equivalent form, to United Kingdom establishments and UK-focused processing operations (“UK GDPR”). European data protection laws, including EU GDPR, UK GDPR, and others, impose significant and complex burdens on processing personal data and provide for robust regulatory enforcement and significant penalties for noncompliance. For example, the GDPR permits fines of up to €20 million or 4% of global annual revenue of any noncompliant organization for the preceding financial year, whichever is higher.

Globally, certain jurisdictions have enacted data localization laws and have imposed requirements for cross-border transfers of personal data. The cross-border data transfer landscape in the EU and UK is continually evolving, and other countries outside of Europe have enacted or are considering enacting cross-border data transfer restrictions and laws requiring local data residency. If we cannot implement a valid compliance mechanism for cross-border personal data transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal data from Europe or elsewhere. Inability to import personal data to the United States may significantly and negatively impact our business operations.

 

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In addition, privacy advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards by which we are legally or contractually bound. For example, we are subject to the Payment Card Industry (“PCI”) Data Security Standard (“DSS”), which is a standard designed to protect credit card account data as mandated by payment card industry entities. We rely on vendors to handle PCI matters and to ensure PCI compliance. We may also rely on vendors to process payment card data, who may also be subject to PCI DSS. Despite our compliance efforts, we may become subject to claims that we have violated the PCI DSS based on past, present, and future business practices. Our actual or perceived failure to comply with the PCI DSS can subject us to fines, termination of banking relationships, and increased transaction fees.

There is increased resistance to the collection and sharing of data used to deliver targeted advertising, in which we engage, and some jurisdictions (including the EU/UK) are increasingly scrutinizing the use of cookies and other similar technologies. Consumer resistance to the collection and sharing of the data used to deliver targeted advertising, increased visibility of consent or “do not track” mechanisms as a result of industry regulatory or legal developments, the adoption by consumers of browser settings or “ad-blocking” software, and the development and deployment of new technologies could materially impact our ability to collect data, reduce our ability to deliver relevant promotions or media, or require us to change the way we market our products, which could materially impair the results of our operations. We are also subject to evolving laws and regulations regarding the use of cookies and e-marketing, including the GDPR and other European guidance and regulations. These technologies are also increasingly being scrutinized by various regulators.

The interpretation and application of many privacy and data security obligations are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing practices or product features. Complying with these obligations is costly and may require significant cost and attention. We could be required to fundamentally change our business activities and practices or modify our products to comply with such obligations, which could harm our business.

We endeavor to comply with all applicable obligations, but failure (or perceived failure) by us, or by various third-party service providers and partners with which we do business, to comply with any applicable obligation could negatively harm our brand and reputation, result in a loss of sellers, buyers or distribution partners, discourage potential sellers or buyers from trying our platform and/or result in fines and/or proceedings by governmental agencies and/or users, any of which could have a material adverse effect on our business, results of operations and financial condition.

Unfavorable outcomes in legal proceedings may adversely affect our business and operating results.

Our results may be affected by the outcome of pending and future litigation. Unfavorable rulings in our legal proceedings may have a negative impact on us that may be greater or smaller depending on the nature of the rulings. In addition, we are currently, and from time to time in the future may be, subject to various other claims, investigations, legal and administrative cases and proceedings (whether civil or criminal) or lawsuits by governmental agencies or private parties. If the results of these investigations, proceedings or suits are unfavorable to us or if we are unable to successfully defend against third-party lawsuits, we may be required to pay monetary damages or may be subject to fines, penalties, injunctions or other censure that could have a material adverse effect on our business, financial condition and results of operations. Even if we adequately address the issues raised by an investigation or proceeding or successfully defend a third-party lawsuit or counterclaim, we may have to devote significant financial and management resources to address these issues, which could harm our business, financial condition and results of operations.

We are subject to extensive governmental regulation, and our failure to comply with these regulations could adversely affect our business, financial condition and results of operations.

Our operations are subject to federal, state and local statutes, rules, regulations, policies and procedures, both domestically and internationally, which are subject to change at any time, governing matters such as:

 

   

primary ticketing and ticket resale services;

 

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privacy and protection of personal or sensitive data, as more particularly described above under the risk factor related to our processing, storage, use and disclosure of personal or sensitive data;

 

   

compliance with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 (the “U.K. Bribery Act”) and similar regulations in other countries;

 

   

consumer protection;

 

   

sales and other taxes and withholding of taxes; and

 

   

marketing activities via the telephone and online.

Our failure to comply with these laws and regulations could result in proceedings/fines against us by governmental agencies and private actions brought by consumers, which if material, could adversely affect our business, financial condition and results of operations. While we attempt to conduct our business and operations in a manner that we believe to be in compliance with such laws and regulations, there can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary to our current understanding of the law or regulation. In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably impact our business, which could decrease demand for services, reduce revenue, increase costs and/or subject us to additional liabilities. New legislation could be passed that may negatively impact our business, such as provisions that have recently been proposed in various jurisdictions that would restrict ticketing methods.

From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to our compliance with applicable consumer protection, advertising, unfair business practice and other laws. We have incurred legal expenses in connection with the defense of governmental investigations and litigation in the past, and we are currently involved in a class action lawsuit related to our refund policy, the outcome of which is uncertain and may require us to pay damages. This litigation is described in more detail in the section titled “Business of SeatGeek–Legal Proceedings–William Trader v. SeatGeek, Inc.” in this proxy statement/prospectus. As a result of this litigation, we have established a reserve for the potential settlement of the refunds of $1.3 million and legal expense accruals of $0.8 million as of December 31, 2021. We may incur additional expenses related to such litigation or future governmental investigations or litigation.

We operate in international markets which subject us to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect our business, financial condition and results of operations.

We have SeatGeek Enterprise clients in several countries in Europe and Israel where we provide ticketing services and maintain support operations, and we expect to continue to expand our international presence. We face, and expect to continue to face, additional risks in the case of our existing and future international operations, including:

 

   

political instability and unfavorable economic and business conditions in the markets in which we currently have international operations or into which we may expand;

 

   

more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services;

 

   

limitations on the enforcement of intellectual property rights;

 

   

limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;

 

   

adverse tax consequences due both to the complexity of operating across multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures;

 

   

lower levels of internet usage, credit card usage and consumer spending in comparison to those in the United States; and

 

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difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and our internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which we might not be able to do effectively or cost-efficiently.

As we expand into new markets these risks will be intensified and will have the potential to impact a greater percentage of our business and operating results. Our ability to expand our international operations into new jurisdictions, or further into existing jurisdictions will depend, in significant part, on our ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as our ability to make continued investments to maintain and grow existing international operations. If the revenue generated by international operations is insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, our business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

In foreign countries in which we operate, a risk exists that our employees, contractors or agents could, in contravention of our policies, engage in business practices prohibited by applicable United States laws and regulations, such as the United States Foreign Corrupt Practices Act, as well as the laws and regulations of other countries prohibiting corrupt payments to government officials such as the U.K. Bribery Act. We maintain policies prohibiting such business practices and have in place global anti-corruption compliance designed to ensure compliance with these laws and regulations. Nevertheless, the risk remains that one or more of our employees, contractors or agents, including those based in or from countries where practices that violate such United States laws and regulations or the laws and regulations of other countries may be customary, as well as those associated with newly-acquired businesses, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could result in fines, criminal sanctions against us and/or our employees, prohibitions on the conduct of our business and damage to our reputation, which could adversely affect our business, financial condition and results of operations.

Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.

We are subject to income taxes in the United States and certain foreign jurisdictions. Our effective tax rate could be adversely affected due to several factors, including:

 

   

changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;

 

   

changes in the United States or foreign tax laws, tax treaties, and regulations or the interpretation of them, including the Tax Act, as modified by the CARES Act;

 

   

changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

 

   

the outcome of current and future tax audits, examinations, or administrative appeals; and

 

   

limitations or adverse findings regarding our ability to do business in some jurisdictions.

As we expand the scale of our international business activities, any changes in the United States or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition, and results of operations.

 

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In particular, new income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws and regulations could be interpreted, modified, or applied adversely to us. For example, the Tax Act enacted many significant changes to the U.S. tax laws and the CARES Act modified certain provisions of the Tax Act. Future guidance from the IRS and other tax authorities with respect to the Tax Act may affect us, and certain aspects of the Tax Act or the CARES Act could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to the Tax Act, the CARES Act, or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net operating losses, and other deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future reform legislation could have a material impact on the value of our deferred tax assets and could increase our future U.S. tax expense.

In response to a 2018 Supreme Court case, we believe it is likely that some jurisdictions in which we operate could assess taxes on transactions for which no sales tax was collected from the buyer in secondary ticket sales at the time of the transaction, which could increase our tax liability and adversely affect our financial condition and results of operations.

In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, several states have adopted laws that attempt to impose tax collection obligations on out-of-state companies. We believe it is likely that some jurisdictions in which we operate could assess taxes on transactions for which no sales tax was collected from the buyer in secondary ticket sales at the time of the transaction, which could increase our tax liability and adversely affect our financial condition and results of operations.

Risks Related to RedBall and the Business Combination

Unless the context otherwise requires, all references in this subsection to (i) the “Company,” “we,” “us” or “our” refer to RedBall prior to the consummation of the Business Combination, (ii) “New SeatGeek” are to RedBall and its subsidiaries after consummation of the Domestication, and (iii) “SeatGeek” are to SeatGeek, Inc. and its subsidiaries prior to the consummation of the Business Combination, and to SeatGeek Operations, LLC (the surviving company following the Mergers) and its subsidiaries after the consummation of the Business Combination.

The Sponsor and each director of RedBall have agreed to vote in favor of the Business Combination, regardless of how RedBall public shareholders vote.

The Sponsor and each director of RedBall have agreed to, among other things, vote any RedBall Class A ordinary shares and RedBall Class B ordinary shares owned by them in favor of the Business Combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and the directors of RedBall own, in the aggregate, approximately 20.0% of the issued and outstanding RedBall ordinary shares. As a result, (x) the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, is required to approve the BCA Proposal, the Advisory Organizational Documents Proposals, the Stock Issuance Proposal, the ESPP Proposal and the Adjournment Proposal and (y) the affirmative vote of at least 9,583,334 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, are required to approve the Domestication Proposal and Charter Proposal. The approval of the Director Election Proposals do not require the affirmative vote of any RedBall public shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if our Sponsor and our directors had agreed to vote their ordinary shares in accordance with the majority of the votes cast by our public shareholders, as is often the case with blank check companies seeking approval of a business combination.

 

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Since the holders of RedBall founder shares, including our directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public shareholders, a conflict of interest may have existed in determining whether the Business Combination with SeatGeek is appropriate as our initial business combination. Such interests include that such holders may lose their entire investment in us if our business combination is not completed.

When you consider the recommendation of the RedBall Board in favor of approval of the Business Combination and the proposals to be considered at the extraordinary general meeting, you should keep in mind that the holders of our founder shares, including our directors, have interests in the Business Combination that are different from, or in addition to (which may conflict with), those of RedBall shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

the fact that the Sponsor and our directors have agreed not to redeem any of our public shares in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor and our directors collectively hold an aggregate of 14,345,000 founder shares, which will be worthless if a business combination is not consummated by August 17, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date);

 

   

the fact that the Sponsor paid an aggregate of approximately $14,350,000 for its 9,566,667 RedBall private placement warrants to purchase RedBall Class A ordinary shares and that such private placement warrants will expire worthless if a business combination is not consummated by August 17, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date);

 

   

the fact that concurrently with the execution and delivery of the Business Combination Agreement, we have entered into the Sponsor Support Agreement with the Sponsor, pursuant to which the Sponsor has agreed to (i) vote all of its RedBall ordinary shares in favor of the Business Combination and certain other matters, (ii) contribute to New SeatGeek for no consideration 1,000,000 founder shares, (iii) certain restrictions on the Sponsor Earnout Shares, and (iv) forfeit for no consideration a number of founder shares equal in value to the Excess RedBall Transaction Expenses as determined in accordance with the procedures in the Business Combination Agreement, in each case upon the terms and subject to the conditions set forth therein;

 

   

the fact that the Sponsor will continue to hold New SeatGeek common stock and will have the right to acquire additional shares of New SeatGeek common stock upon exercise of its New SeatGeek warrants following the Business Combination, subject to certain lock-up periods;

 

   

the fact that RedBall’s existing directors and officers will be eligible for continued indemnification and continued coverage under RedBall’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement for a period of 6 years following the consummation of the Business Combination;

 

   

the fact that the Sponsor may be obligated to purchase, and New SeatGeek may be obligate to issue, up to 6,500,000 shares of New SeatGeek common stock under certain circumstances pursuant to the Backstop Subscription Agreement;

 

   

the fact that, pursuant to the terms of RedBall’s agreement with Richard Scudamore for his service as a director, RedBall’s successful consummation of the Business Combination would result in RedBall being obligated to pay Mr. Scudamore $100,000;

 

   

the fact that the Sponsor made a working capital loan to RedBall in the principal amount of $400,000;

 

   

the fact that RedBall has engaged RedBird BD, LLC (“RedBird BD”), an affiliate of Sponsor and RedBird Capital Partners LLC, to act as a financial advisor to RedBall in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to RedBall. RedBall will

 

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pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird Capital Partners LLC, Sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of Sponsor (with whom RedBird Capital Partners LLC and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of RedBall’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for RedBall’s initial public offering. The RedBird BD engagement and the related payment has been approved by RedBall’s audit committee and the RedBall Board in accordance with RedBall’s related persons transaction policy;

 

   

the fact that the holders of founder shares and private placement warrants (and any RedBall Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans), are entitled to registration rights pursuant to a registration rights agreement, which requires us to register a sale of any of our securities held by them prior to the consummation of our initial business combination;

 

   

Given the differential that our Sponsor paid for the founder shares as compared to the price of the units sold in the IPO and the substantial number of shares of New SeatGeek common stock that our Sponsor will receive upon conversion of the founder shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if New SeatGeek common stock trades below the price initially paid for the RedBall units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

 

   

the fact that pursuant to RedBall’s Cayman Constitutional Documents RedBall renounces its interest in any corporate opportunity offered to any director or officer of RedBall; and

 

   

the fact that pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor and RedBall’s directors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New SeatGeek common stock and warrants held by such parties following the consummation of the Business Combination.

The personal and financial interests of the Sponsor and RedBall’s directors and officers may have influenced their motivation in identifying and selecting SeatGeek as a business combination target, completing an initial business combination with SeatGeek and influencing the operation of the business following the initial business combination.

RedBird BD is an affiliate of Sponsor and RedBird Capital Partner LLC and will receive payment for certain services upon the consummation of the Business Combination. Its financial interest in the completion of the Business Combination may have influenced the advice it provided RedBall.

RedBall has engaged RedBird BD, an affiliate of Sponsor and RedBird Capital Partners LLC, to act as a financial advisor to RedBall in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to RedBall. RedBall will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, Redbird Capital Partners LLC, Sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of Sponsor (with whom RedBird Capital Partners LLC and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of RedBall’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for RedBall’s initial public offering. The RedBird BD engagement and the related payment has been approved by RedBall’s audit committee and the RedBall Board in accordance with RedBall’s related persons transaction policy.

 

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These financial interests may have influenced the advice that RedBird BD provided to RedBall as its financial advisor which contributed to the RedBall Board’s decision to approve the Business Combination. In considering approval of the Business Combination, the public shareholders should consider the role of RedBird BD in light of it and its affiliates’ financial interest in the completion of the Business Combination. See the section entitled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination.

RedBall has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to RedBall or our shareholders from a financial point of view.

The RedBall Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination and recommend that our shareholders vote to approve the Business Combination. RedBall is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price we are paying for SeatGeek is fair to RedBall or our shareholders from a financial point of view. In analyzing the Business Combination, the RedBall Board and RedBall’s management conducted due diligence on SeatGeek and researched the industry in which SeatGeek operates and concluded that the Business Combination was in the best interest of RedBall and our shareholders. Accordingly, RedBall’s shareholders will be relying solely on the judgment of the RedBall Board in determining the value of SeatGeek, and the RedBall Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may increase the number of our shareholders that vote against the Business Combination or demand redemption of their shares, which could adversely impact our ability to consummate the Business Combination.

We may be forced to close the Business Combination even if the RedBall Board determines it is no longer in our shareholders’ best interest.

Our public shareholders are protected from a material adverse event of SeatGeek arising between the date of the Business Combination Agreement and the Closing primarily by (i) the right to redeem their public shares for a pro rata portion of the funds held in the trust account in accordance with the procedures described elsewhere in this proxy statement/prospectus and (ii) the fact that RedBall, Merger Sub One and Merger Sub Two are not obligated to consummate the Business Combination if a material adverse event of SeatGeek arises between the date of the Business Combination Agreement and Closing as described elsewhere in this proxy statement/prospectus. If an adverse event that does not constitute a material adverse event were to occur with respect to SeatGeek prior to consummation of the Business Combination, we may be forced to close the Business Combination even if we were to determine it is no longer in our shareholders’ best interest to do so, as the RedBall Board cannot withdraw, amend, qualify or modify its recommendation to consummate the Business Combination even if the board determines that the Business Combination is no longer in the best interest of its shareholders, which could have a significant negative impact on our business, financial condition or results of operations.

We are required to continue our efforts to obtain our shareholders’ approval of the Business Combination even if our shareholders do not approve the Business Combination at the extraordinary general meeting, which could delay and adversely impact our ability to complete an alternate business combination.

If we do not obtain the requisite shareholder approvals at the extraordinary general meeting, SeatGeek can require us to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of such shareholder approval being obtained and the Agreement End Date. If this were to happen, our ability to seek an alternative business combination that our shareholders may prefer would be delayed, and we may not be able to identify and complete another business combination prior to August 17, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date).

 

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If the conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination may not occur.

Even if the Business Combination is approved by our shareholders, the Business Combination Agreement contains specified conditions that must be satisfied or waived (to the extent any such condition can be waived) before RedBall and SeatGeek are obligated to complete the Business Combination, which conditions are described in more detail in the section titled “BCA Proposal — The Business Combination Agreement — Closing Conditions.” RedBall and SeatGeek may not satisfy all of the closing conditions in the Business Combination Agreement, and in such event, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver. Any such delay could adversely impact some or all of the intended benefits of the Business Combination, and if such conditions are not satisfied or waived prior to the Agreement End Date, in certain circumstances, RedBall and SeatGeek will be entitled to terminate the Business Combination Agreement.

RedBall may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligation to complete the Business Combination, to the extent permitted by the Cayman Constitutional Documents and applicable laws. If the RedBall Board determines that a failure of SeatGeek to satisfy any condition to RedBall’s obligation to consummate the Business Combination is not material, then our Board may authorize our waiver of that condition and close the Business Combination. RedBall may not waive the condition that our shareholders approve the Business Combination.

The exercise of discretion by our directors and officers in agreeing to changes in the terms of the Business Combination Agreement, consenting to actions taken or proposed to be taken by SeatGeek or waivers of the conditions to RedBall’s obligation to consummate the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in RedBall’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that would require RedBall to agree to amend the Business Combination Agreement, to consent to certain actions taken or proposed to be taken by SeatGeek or to waive one or more rights of RedBall under the Business Combination Agreement, including waivers to the conditions to our obligation to consummate the Business Combination. In such event and subject to the Cayman Constitutional Documents and applicable laws, our board of directors could determine to agree to such amendments, grant such consents or waive such rights. The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interest of RedBall and its shareholders and what he, she or they may believe is their own best interest in determining whether or not to RedBall agrees to such amendments, grants such consents or waives such rights or conditions. As of the date of this proxy statement/prospectus, we do not expect there will be any such amendments, consents or waivers prior to consummation of the Business Combination.

RedBall and SeatGeek will incur significant transaction and transition costs in connection with the Business Combination.

RedBall and SeatGeek have both incurred and expect to incur significant, non-recurring costs in connection with the Business Combination and New SeatGeek’s operation as a public company following the consummation of the Business Combination. RedBall and SeatGeek may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New SeatGeek upon consummation of the Business Combination, provided, however, that certain transaction expenses incurred by RedBall in excess of $35 million will be either offset by (i) the forfeiture and cancellation of Sponsor’s founder shares having value equal to such excess or (ii) the payment in cash of such excess to New SeatGeek.

 

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The announcement of the proposed Business Combination could disrupt SeatGeek’s relationships with its customers, business partners and others, as well as its (and consequently New SeatGeek’s) operating results and business generally.

Whether or not the Business Combination is consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on SeatGeek’s (and consequently New SeatGeek’s) business include the following:

 

   

its employees may experience uncertainty about their future roles, which could adversely affect SeatGeek’s ability to retain and hire key personnel and other employees;

 

   

customers, business partners and other parties with which SeatGeek maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with SeatGeek, or fail to extend an existing relationship with SeatGeek; and

 

   

SeatGeek has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact SeatGeek’s (and consequently New SeatGeek’s) results of operations and cash available to fund its business.

After consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to SeatGeek has identified all material issues or risks associated with SeatGeek, its business or the industry in which it operates, or that factors outside of SeatGeek’s and our control will not later arise. Furthermore, even if our due diligence has identified certain issues or risks, unexpected issues and risks may arise and previously identified issues and risks may materialize in a manner that is not consistent with our preliminary risk analysis. As a result, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. If any of these issues or risks materialize, it could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New SeatGeek. Additionally, we have no indemnification rights against the SeatGeek Stockholders under the Business Combination Agreement and substantially all of the purchase price consideration will be delivered at the Closing.

Accordingly, any RedBall shareholders, warrant holders or unit holders who choose to remain shareholders or warrant holders of New SeatGeek following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders, warrant holders or unit holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of SeatGeek and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New SeatGeek’s actual financial position or results of operations would have been.

The historical financial results of SeatGeek included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone combined company during the periods presented or those that New SeatGeek will achieve in the future. This is primarily

 

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the result of the following factors: (i) New SeatGeek will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New SeatGeek’s capital structure will be different from that reflected in SeatGeek’s historical financial statements. New SeatGeek’s financial condition and future results of operations could be materially different from amounts reflected in its and SeatGeek’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New SeatGeek’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, RedBall being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of SeatGeek on the Closing Date and the number of RedBall Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of New SeatGeek’s future operating or financial performance. New SeatGeek’s actual financial condition and results of operations may vary materially from pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

We have minimum cash conditions. The ability of RedBall’s Class A ordinary shareholders to exercise redemption rights with respect to a large number of Class A ordinary shares, together with the minimum cash conditions, may make it more difficult for us to complete the Business Combination as contemplated. While neither is obligated to do so, SeatGeek, or SeatGeek and RedBall can waive the minimum cash conditions, including in circumstances where SeatGeek, RedBall and/or the Sponsor enter into agreements or arrangements designed to facilitate the completion of the Business Combination despite the minimum cash conditions not having been satisfied, pursuant to which, among other things, the parties might agree that the Backstop Subscription would not be funded. In the case of any waiver of the minimum cash conditions, New SeatGeek’s ability to operate its business, execute its plans and meet its projections could be materially and adversely affected and require us to raise additional capital, which we may not be able to secure on favorable terms or at all. As a result, we could need to enter into burdensome loan arrangements, or sell equity at a significant discount to our trading price, shortly after or concurrently with the closing. Moreover, the waiver of the minimum cash conditions could increase the number of shares of New SeatGeek common stock issuable in the Business Combination which would increase the dilution to RedBall’s shareholders as a result of the Business Combination.

Our Cayman Constitutional Documents do not provide a specified maximum redemption threshold, except that in no event will RedBall redeem its public shares in an amount that would cause New SeatGeek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment) after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness and certain excluded and excess RedBall expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek, and if such condition is not satisfied or waived by SeatGeek, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment) after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if

 

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any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness and certain excluded and excess RedBall expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall, and if such condition is not satisfied or waived by RedBall, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

There can be no assurance that either RedBall or SeatGeek could and would waive their respective minimum cash conditions in the Business Combination Agreement and consummate the Business Combination if such conditions are not satisfied. If such conditions are waived and the Business Combination is consummated with less than such minimum cash amounts, the aggregate cash held by New SeatGeek after the Closing may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, the exercise of redemption rights with respect to a large number of our public shares may prevent us from taking actions as may be desirable in order to optimize the capital structure of New SeatGeek after consummation of the Business Combination.

Furthermore, our affiliates are not obligated to make loans to us in the future and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the Closing. We may require additional capital to respond to business opportunities, challenges, acquisitions, unforeseen circumstances or circumstances that may result from a waiver of either or both of the minimum cash conditions and may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional debt or equity financing on favorable terms or at all. In addition, we will also need to raise additional capital immediately upon the consummation of the Business Combination if RedBall cannot satisfy its minimum cash condition set forth in the Business Combination Agreement and such closing condition is waived. Any additional debt financing obtained by us in the future could subject us to additional restrictive covenants relating to our capital raising activities and/or other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, or of convertible debt securities or other securities convertible into equity, New SeatGeek’s stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be limited. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

In addition, if such conditions are waived and the Business Combination is consummated with less than such minimum cash amounts, the number of shares of New SeatGeek common stock issued to the SeatGeek Stockholders in the Business Combination, and the dilution of the RedBall shareholders resulting from the Business Combination, would be greater than currently contemplated.

Future resales of common stock after the consummation of the Business Combination may cause the market price of New SeatGeek’s securities to drop significantly, even if New SeatGeek’s business is doing well.

Following consummation of the Business Combination and subject to certain exceptions, the Sponsor, RedBall’s directors, the Backstop Subscriber, SeatGeek’s directors and officers and certain SeatGeek Stockholders will be contractually restricted from selling or transferring any of their shares of New SeatGeek common stock.

 

   

For those certain SeatGeek Stockholders and SeatGeek’s directors and officers, such restrictions begin at Closing and end on the earlier of (i) the date that is six (6) months after Closing, (ii) such date that the closing price of New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any period of thirty (30) consecutive trading days commencing at least ninety (90) days following the Closing and (iii) the date on which New SeatGeek consummates a Subsequent Transaction which results in its stockholders having the right to exchange their shares of New

 

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SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share of New SeatGeek common stock.

 

   

For the Sponsor, RedBall’s directors and the Backstop Subscribers, if any, such restrictions begin at Closing and end on the earlier of (i) the first anniversary the Closing, (ii) such date that the closing price of New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the life) for any twenty (20) trading days within any thirty (30) consecutive trading days at least one hundred fifty (150) days following the Closing and (iii) the date on which New SeatGeek consummates a Subsequent Transaction which results in its stockholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share of New SeatGeek common stock.

Following the expiration of such lockups, the Sponsor (including in its capacity as Backstop Subscriber, if applicable), RedBall’s directors, New SeatGeek’s directors and officers and the SeatGeek Stockholders will not be restricted from selling shares of New SeatGeek’s common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of New SeatGeek common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could have the effect of increasing the volatility in the market price for New SeatGeek’s common stock or the market price of New SeatGeek common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Upon completion of the Business Combination, the Sponsor, RedBall’s directors, RHGM and the SeatGeek Stockholders will collectively beneficially own approximately 64.9% of the outstanding shares of New SeatGeek common stock, assuming that no public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of 16,951,944 public shares in connection with the Business Combination, in the aggregate, the ownership of the Sponsor, RedBall’s directors, RHGM and the SeatGeek Stockholders would rise to 78.9% of the outstanding shares of New SeatGeek common stock (not including shares of New SeatGeek common stock, if any, issued in the Backstop Subscription, if any). For further information regarding the assumptions for the calculation of pro forma beneficial ownership of New SeatGeek following the consummation of the Business Combination, see the section title “Ownership of New SeatGeek following the Business Combination.”

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing the Business Combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because SeatGeek is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of SeatGeek as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New SeatGeek after the Business Combination. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of New SeatGeek common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

 

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NYSE may not list New SeatGeek’s securities on its exchange, and New SeatGeek may not be able to comply with the continued listing standards of NYSE, which could limit investors’ ability to make transactions in New SeatGeek’s securities and subject New SeatGeek to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on NYSE, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements. We will apply to have New SeatGeek’s securities listed on NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if New SeatGeek’s securities are listed on NYSE, New SeatGeek may be unable to maintain the listing of its securities in the future.

If New SeatGeek fails to meet the initial listing requirements and NYSE does not list its securities on its exchange, SeatGeek would not be required to consummate the Business Combination. In the event that SeatGeek elected to waive this condition, and the Business Combination was consummated without New SeatGeek’s securities being listed on NYSE or on another national securities exchange, New SeatGeek could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for New SeatGeek’s securities;

 

   

reduced liquidity for New SeatGeek’s securities;

 

   

a determination that New SeatGeek common stock is a “penny stock” which will require brokers trading in New SeatGeek common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New SeatGeek’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New SeatGeek’s securities were not listed on NYSE, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities.

RedBall’s and SeatGeek’s ability to consummate the Business Combination may be materially adversely affected by the COVID-19 pandemic.

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of SeatGeek could be materially and adversely affected. See “Risk Factors-Risks Related to SeatGeek’s Business and Industry” for a discussion of the risks and uncertainties of COVID-19 on SeatGeek and New SeatGeek following the Business Combination. The parties will be required to consummate the Business Combination even if SeatGeek, its business, financial condition and results of operations are materially affected by COVID-19.

Neither RedBall nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total aggregate closing consideration in the event that any of the representations and warranties made by SeatGeek in the Business Combination, as applicable, ultimately proves to be inaccurate or incorrect.

The representations and warranties made by SeatGeek and the company to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, RedBall and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by SeatGeek in the SeatGeek Business Combination Agreement proves to be

 

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inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, RedBall would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Our public shareholders will experience immediate dilution as a consequence of the issuance of New SeatGeek common stock as consideration in the Business Combination (including the Backstop Subscription, if any) and the PIPE Investment and due to future issuances pursuant to the 2022 Plan. Having a minority share position may reduce the influence that our current shareholders have on the management of New SeatGeek.

It is anticipated that, following the Business Combination and assuming no redemption of Class A ordinary shares by RedBall shareholders, (i) RedBall’s public shareholders are expected to own approximately 30.3% of the outstanding New SeatGeek common stock, (ii) SeatGeek Stockholders (without taking into account any public shares held by SeatGeek Stockholders prior to the consummation of the Business Combination or shares of New SeatGeek stock issuable to holders of New SeatGeek Options and New SeatGeek Assumed Warrants) are expected to own approximately 57.4% of the outstanding New SeatGeek common stock, after giving effect to the Exchange Ratio, which as of April 22, 2022 is estimated to be 0.6863, and assuming there is no Aggregate Cash Consideration to holders of SeatGeek common stock, (iii) the Sponsor and related parties are expected to collectively own approximately 7.0% of the outstanding New SeatGeek common stock (assuming the Sponsor Earnout Shares are fully vested and outstanding) and (iv) the PIPE Investors and the holder of the Designated SG Warrant are expected to own approximately 5.3% of the outstanding New SeatGeek common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) 108,958,783 shares of New SeatGeek common stock are issued to the SeatGeek Stockholders at Closing pursuant to the BCA, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022; (iii) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (iii) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (iv) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (v) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; (v) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested. If the actual facts are different from these assumptions, the percentage ownership retained by current RedBall shareholders and SeatGeek Stockholders in New SeatGeek will be different.

In addition, SeatGeek employees hold, and after Business Combination, are expected to be granted, equity awards under the 2022 Plan and purchase rights under the ESPP. Holders of New SeatGeek common stock will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New SeatGeek common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of RedBall securities and may adversely affect prevailing market prices for our units, public shares or public warrants.

You may not have the same benefits as an investor in an underwritten public offering.

The combined company will become a publicly listed company upon the completion of the business combination. The Business Combination and the transactions described in this proxy statement are not an underwritten initial public offering of RedBall’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following factors.

 

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Like other business combinations and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy and completeness of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. In contrast, RedBall and SeatGeek have each engaged a financial advisor (rather than underwriters) in connection with the Business Combination. While such financial advisors or their respective affiliates may act as underwriters in underwritten public offerings, the role of a financial advisor differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the sale of securities and therefore do not face the same potential liability under the U.S. securities laws as underwriters. As a result, financial advisors typically do not undertake the same level of, or any, due diligence investigation of the issuer as is typically undertaken by underwriters.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the NYSE on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades on the NYSE. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New SeatGeek common stock on NYSE will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of New SeatGeek common stock or helping to stabilize, maintain or affect the public price of New SeatGeek common stock following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New SeatGeek common stock that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of New SeatGeek’s securities could result in a more volatile price for New SeatGeek common stock.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post- Closing trading of New SeatGeek common stock on NYSE. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to New SeatGeek common stock or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for New SeatGeek common stock.

In addition, our initial shareholders, including our Sponsor and RedBall’s directors, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that may conflict with the interests of our shareholders and that would not be present in an underwritten public offering of New SeatGeek’s securities. For further information, see the section titled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if SeatGeek became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

 

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The Sponsor will benefit from the completion of a Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

The RedBall Board considered that some officers and directors of RedBall have interests in the Business Combination that are in addition to, and that may be different from, the interests of the RedBall Public Shareholders. If RedBall does not consummate a business combination by August 17, 2022, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the RedBall Board, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 13,345,000 shares of RedBall Class B ordinary shares owned by the Sponsor and independent directors would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets. As a result, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in the Amendment No. 1 to the Annual Report on Form 10-K filed by us on May 21, 2021, we identified a material weakness in our internal control over financial reporting related to the accounting related to the warrants we issued in connection with our initial public offering in August 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures as of and for the period from June 10, 2020 (inception) through December 31, 2020, as of September 30, 2020, for the three months ended September 30, 2020, and the period from June 10, 2020 (inception) through September 30, 2020. This material weakness has been remediated.

As described elsewhere in the Amendment No. 2 to the Annual Report on Form 10-K filed by us on December 13, 2021, we identified a material weakness in our internal control over financial reporting related to RedBall’s application of ASC 480-10-S99-3A to its accounting classification of the public shares. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 and 2020. Historically, a portion of the public shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that RedBall will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Cayman Constitutional Documents. Pursuant to the company’s re-evaluation of RedBall’s application of ASC 480-10-S99-3A to its accounting classification of the public shares, RedBall’s management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Cayman Constitutional Documents. For a discussion of management’s consideration of the material weakness identified in the application of ASC 480-10-S99-3A to its accounting classification of the public shares, see Part II, Item 9A: Controls and Procedures included in the Annual Report on Form 10-K filed by us on February 25, 2022.

 

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To respond to this material weakness, we devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting related to the warrants we issued in connection with the August 2020 initial public offering, see Part II, Item 9A: Control and Procedures included in the Annual Report on Form 10-K filed by us on February 25, 2022.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or error