Filed Pursuant to Rule 424(b)(3)

Registration No. 333-260839

Prospectus Supplement No. 6

(to Prospectus dated May 12, 2023)

 

VIVID SEATS INC.

This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in this prospectus supplement have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 7, 2023, which is set forth below.

This prospectus supplement is incomplete without the Prospectus. This prospectus supplement should be read together with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Keep this prospectus supplement with the Prospectus for future reference.

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “SEAT.” On November 6, 2023, the closing sale price of our Class A common stock was $6.25 per share. Our Vivid Seats Public IPO Warrants are listed on the Nasdaq Global Select Market under the symbol “SEATW.” On November 6, 2023, the closing sale price of our Vivid Seats Public IPO Warrants was $1.04 per warrant.

Investing in our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 6 of the Prospectus and under similar headings in the amendments and supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 7, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40926

Vivid Seats Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	86-3355184
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
24 E. Washington Street Suite 900 Chicago, Illinois	60602
(Address of principal executive offices)	(Zip Code)

(312) 291-9966

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	SEAT	The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock	SEATW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2023, the registrant had outstanding 96,609,670 shares of Class A common stock, $0.0001 par value per share, net of treasury shares, and 99,800,000 shares of Class B common stock, $0.0001 par value per share.

table of contents

		Page
	Forward-Looking Statements	1
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Deficit	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
Signatures		42

forward-looking statements

This Quarterly Report on Form 10-Q (this "Report") contains forward-looking statements regarding future events and the future results of Vivid Seats Inc. and its subsidiaries (collectively, “us,” “we” and “our”) that are based on our current expectations, estimates, forecasts and projections about our business and the industries in which we operate and the beliefs and assumptions of our management. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Words such as “expect,” “anticipate,” “target,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “likely,” “may,” “designed,” “would,” “future,” “can” and “could,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements.

For example, we may use forward-looking statements when addressing topics such as:

•our ability to raise financing in the future;

•our future financial performance;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•our ability to pay dividends on our Class A common stock on the terms currently contemplated or at all; and

•factors relating to our business, operations and financial performance, including, but not limited to:

oour ability to compete in the ticketing industry;

oour ability to maintain relationships with ticket buyers, sellers and distribution partners;

oour ability to continue to improve our platform and maintain and enhance our brand;

othe impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events;

oour ability to identify suitable acquisition targets, and to complete and realize the expected benefits of planned acquisitions;

oour ability to comply with applicable regulatory regimes;

oour ability to successfully defend against litigation;

oour ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cyber security risks;

oour ability to generate sufficient cash flows or raise additional capital necessary to fund our operations; and

othe impact of pandemics on our business and the industries in which we operate.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those anticipated in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report or, in the case of statements incorporated herein by reference, as of the date of the incorporated document. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements

1

should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

Important factors that could cause or contribute to such differences include, but are not limited to, those discussed under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (together with Amendment No. 1 thereto, our “2022 Form 10-K”), as well as in our press releases and other filings with the Securities and Exchange Commission (the “SEC”).

Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise.

2

VIVID SEATS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data) (Unaudited)

	September 30,			December 31,
	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	268,678		$	251,542
Restricted cash		1,056			748
Accounts receivable – net		64,829			36,531
Inventory – net		21,533			12,783
Prepaid expenses and other current assets		49,407			29,912
Total current assets		405,503			331,516
Property and equipment – net		10,240			10,431
Right-of-use assets – net		9,291			7,859
Intangible assets – net		113,873			81,976
Goodwill		759,971			715,258
Deferred tax assets		77,376			1,853
Investments		6,042			—
Other non-current assets		2,780			2,538
Total assets	$	1,385,076		$	1,151,431
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable	$	219,118		$	161,312
Accrued expenses and other current liabilities		197,247			181,970
Deferred revenue		34,447			31,983
Current maturities of long-term debt		3,308			2,750
Total current liabilities		454,120			378,015
Long-term debt – net		265,875			264,898
Long-term lease liabilities		15,931			14,911
Tax Receivable Agreement liability		98,977			—
Other non-current liabilities		29,745			13,445
Total long-term liabilities		410,528			293,254
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests		640,717			862,860
Shareholders' deficit
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2023 and December 31, 2022; 101,803,392 and 82,410,774 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		11			8
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 99,800,000 and 118,200,000 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		10			12
Additional paid-in capital		884,523			663,908
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at September 30, 2023 and December 31, 2022, respectively		(40,106	)		(32,494	)
Accumulated deficit		(964,561	)		(1,014,132	)
Accumulated other comprehensive loss		(166	)		—
Total Shareholders' deficit		(120,289	)		(382,698	)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	$	1,385,076		$	1,151,431

The accompanying notes are an integral part of these financial statements.

3

VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share data) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	188,133		$	156,818		$	514,576		$	435,284
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)		50,462			37,617			130,838			102,203
Marketing and selling		77,006			66,323			196,970			179,963
General and administrative		37,225			30,239			107,921			95,721
Depreciation and amortization		3,301			2,158			8,603			5,269
Change in fair value of contingent consideration		20			(1,220	)		(998	)		(1,220	)
Income from operations		20,119			21,701			71,242			53,348
Other (income) expense:
Interest expense – net		2,544			2,901			8,596			9,542
Loss on extinguishment of debt		—			—			—			4,285
Other income		(1,038	)		(65	)		(365	)		(6,618	)
Income before income taxes		18,613			18,865			63,011			46,139
Income tax expense (benefit)		2,595			118			(21,605	)		194
Net income		16,018			18,747			84,616			45,945
Net income attributable to redeemable noncontrolling interests		9,341			11,084			35,045			27,368
Net income attributable to Class A Common Stockholders	$	6,677		$	7,663		$	49,571		$	18,577
Net income per Class A common stock:
Basic	$	0.07		$	0.09		$	0.57		$	0.23
Diluted	$	0.07		$	0.09		$	0.43		$	0.23
Weighted average Class A common stock outstanding:
Basic		96,407,327			81,996,447			86,403,617			80,145,329
Diluted		96,862,899			82,023,463			196,307,731			198,709,769

The accompanying notes are an integral part of these financial statements.

4

VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Net income	$	16,018		$	18,747	$	84,616		$	45,945
Other comprehensive income:
Foreign currency translation adjustment		(374	)		—		(374	)		—
Comprehensive income, net of taxes	$	15,644		$	18,747	$	84,242		$	45,945
Comprehensive income attributable to redeemable noncontrolling interests		9,341			11,084		35,045			27,368
Foreign currency translation adjustment attributable to redeemable noncontrolling interests		(208	)		—		(208	)		—
Comprehensive income attributable to Class A Common Stockholders	$	6,511		$	7,663	$	49,405		$	18,577

The accompanying notes are an integral part of these financial statements.

5

VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands, except for share data) (Unaudited)

				Class A Common Stock				Class B Common Stock							Treasury Stock
	Redeemable noncontrolling interests			Shares		Amount		Shares		Amount		Additional paid-in capital			Shares			Amount			Accumulated Other Comprehensive Income (loss)		Accumulated deficit			Total shareholders' deficit
Balances at January 1, 2022	$	1,286,016			79,091,871	$	8		118,200,000	$	12	$	182,091			—		$	—		$	—	$	(1,042,794	)	$	(860,683	)
Net income		1,879			—		—		—		—		—			—			—			—		1,259			1,259
Issuance of shares		—			75,072		—		—		—		—			—			—			—		—			—
Deemed contribution from former parent		691			—		—		—		—		463			—			—			—		—			463
Equity-based compensation		—			—		—		—		—		2,443			—			—			—		—			2,443
Subsequent remeasurement of Redeemable noncontrolling interests		18,706			—		—		—		—		(18,706	)		—			—			—		—			(18,706	)
Balances at March 31, 2022	$	1,307,292			79,166,943	$	8		118,200,000	$	12	$	166,291			—		$	—		$	—	$	(1,041,535	)	$	(875,224	)
Net income		14,405			—		—		—		—		—			—			—			—		9,655			9,655
Issuance of shares		—			74,089		—		—		—		—			—			—			—		—			—
Deemed contribution from former parent		699			—		—		—		—		468			—			—			—		—			468
Equity-based compensation		—			—		—		—		—		4,145			—			—			—		—			4,145
Distributions to non-controlling interest		—			—		—		—		—		(4,108	)		—			—			—		—			(4,108	)
Subsequent remeasurement of Redeemable noncontrolling interests		(439,442	)		—		—		—		—		439,442			—			—			—		—			439,442
Balances at June 30, 2022	$	882,954			79,241,032	$	8		118,200,000	$	12	$	606,238			—		$	—		$	—	$	(1,031,880	)	$	(425,622	)
Net income		11,084			—		—		—		—		—			—			—			—		7,663			7,663
Issuance of shares		—			72,325		—		—		—		—			—			—			—		—			—
Deemed contribution from former parent		617			—		—		—		—		427			—			—			—		—			427
Equity-based compensation		—			—		—		—		—		4,029			—			—			—		—			4,029
Repurchases of common stock		—			—		—		—		—		—			(397,551	)		(3,050	)		—		—			(3,050	)
Distributions to non-controlling interest		(810	)		—		—		—		—		—			—			—			—		—			—
Reclassification of contingent consideration		—					—		—		—		2,657									—					2,657
Subsequent remeasurement of Redeemable noncontrolling interests		11,567			—		—		—		—		(11,567	)		—			—			—		—			(11,567	)
Increase in common shares outstanding following warrant exchange		—			2,727,785		—		—		—		—			—			—			—		—			—
Balances at September 30, 2022	$	905,412			82,041,142	$	8		118,200,000	$	12	$	601,784			(397,551	)	$	(3,050	)	$	—	$	(1,024,217	)	$	(425,463	)

6

VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands, except for share data) (Unaudited)

				Class A Common Stock				Class B Common Stock							Treasury Stock
	Redeemable noncontrolling interests			Shares		Amount		Shares		Amount		Additional paid-in capital			Shares			Amount			Accumulated Other Comprehensive Loss		Accumulated deficit			Total shareholders' deficit
Balances at January 1, 2023	$	862,860			82,410,774	$	8		118,200,000	$	12	$	663,908			(4,342,477	)	$	(32,494	)	$	—	$	(1,014,132	)	$	(382,698	)
Net income		18,090			—		—		—		—		—			—			—			—		12,182			12,182
Issuance of shares		—			491,502		1		—		—		—			—			—			—		—			1
Deemed contribution from former parent		577			—		—		—		—		391			—			—			—		—			391
Equity-based compensation		—			—		—		—		—		4,615			—			—			—		—			4,615
Repurchases of common stock		—			—		—		—		—		—			(949,020	)		(7,612	)		—		—			(7,612	)
Distributions to non-controlling interest		(3,816	)		—		—		—		—		—			—			—			—		—			—
Subsequent remeasurement of Redeemable noncontrolling interests		24,155			—		—		—		—		(24,155	)		—			—			—		—			(24,155	)
Balances at March 31, 2023	$	901,866			82,902,276	$	9		118,200,000	$	12	$	644,759			(5,291,497	)	$	(40,106	)	$	—	$	(1,001,950	)	$	(397,276	)
Net income		7,614			—		—		—		—		—			—			—			—		30,712			30,712
Issuance of shares		—			309,529		—		—		—