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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sports Entertainment Acquisition Corp | NYSE:SEAH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.14 | 0 | 01:00:00 |
SPORTS ENTERTAINMENT ACQUISITION CORP.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
85-2324373
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Golden Bear Plaza, 11760 US Highway 1, Suite W506
North Palm Beach, FL 33408
|
(Address of Principal Executive Offices, including zip code)
|
(561) 402-0741
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
|
|
SEAH.U
|
|
New York Stock Exchange LLC
|
Shares of Class A common stock included as part of the units
|
|
SEAH
|
|
New York Stock Exchange LLC
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
SEAH WS
|
|
New York Stock Exchange LLC
|
|
☐ Large accelerated filer
|
☐ Accelerated filer
|
|
☒ Non-accelerated filer
|
☒ Smaller reporting company
|
|
☒ Emerging growth company
|
Page
|
||
PART 1 – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
16
|
|
Item 3.
|
18
|
|
Item 4.
|
18
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
19
|
|
Item 1A.
|
19
|
|
Item 2.
|
19
|
|
Item 3.
|
19
|
|
Item 4.
|
19
|
|
Item 5.
|
19
|
|
Item 6.
|
19
|
|
20 |
|
September 30,
2021
|
December 31,
2020
|
||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
49,561
|
$
|
1,087,876
|
||||
Prepaid expenses
|
158,486
|
290,394
|
||||||
Total Current Assets
|
208,047
|
1,378,270
|
||||||
Investments held in Trust Account
|
450,122,927
|
450,067,699
|
||||||
Total Assets
|
$
|
450,330,974
|
$
|
451,445,969
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
4,433,981
|
$
|
109,103
|
||||
Accrued offering costs
|
—
|
16,480
|
||||||
Promissory note- related party
|
1,000,000
|
—
|
||||||
Total Current Liabilities
|
5,433,981
|
125,583
|
||||||
Warrant liabilities
|
79,395,000
|
45,225,000
|
||||||
Deferred underwriting fee payable
|
15,750,000
|
15,750,000
|
||||||
Total Liabilities
|
100,578,981
|
61,100,583
|
||||||
Commitments and contingencies
|
|
|
||||||
Class A common stock subject to possible redemption, 45,000,000
shares at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020
|
450,000,000
|
450,000,000
|
||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding
|
—
|
—
|
||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized
|
—
|
—
|
||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 11,250,000
shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
1,125
|
1,125
|
||||||
Additional paid-in capital
|
—
|
—
|
||||||
Accumulated deficit
|
(100,249,132
|
)
|
(59,655,739
|
)
|
||||
Total Stockholders’ Deficit
|
(100,248,007
|
)
|
(59,654,614
|
)
|
||||
Total Liabilities and Stockholders’ Deficit
|
$
|
450,330,974
|
$
|
451,445,969
|
Three Months
Ended
September 30,
|
Nine Months
Ended
September 30,
|
For the
Period from July 30, 2020 (Inception) through
September 30,
|
||||||||||
2021
|
2021
|
2020 | ||||||||||
General and administrative expenses
|
$
|
1,743,664
|
$
|
6,478,621
|
$ | 1,000 | ||||||
Loss from operations
|
(1,743,664
|
)
|
(6,478,621
|
)
|
(1,000 | ) | ||||||
Other loss:
|
||||||||||||
Interest earned on investments held in Trust Account
|
5,792
|
55,228
|
—
|
|||||||||
Change in fair value of warrant liabilities
|
(6,365,000
|
)
|
(34,170,000
|
)
|
—
|
|||||||
Total other loss, net
|
(6,359,208
|
)
|
(34,114,772
|
)
|
—
|
|||||||
Net loss
|
$
|
(8,102,872
|
)
|
$
|
(40,593,393
|
)
|
$ | (1,000 | ) | |||
Weighted average shares outstanding of Class A common stock
|
45,000,000
|
45,000,000
|
—
|
|||||||||
Basic and diluted loss per share, Class A common stock
|
$
|
(0.14
|
)
|
$
|
(0.72
|
)
|
$ | — | ||||
Weighted average shares outstanding of Class B common stock
|
11,250,000
|
11,250,000
|
11,250,000
|
|||||||||
Basic and diluted net loss per share, Class B common stock
|
$
|
(0.14
|
)
|
$
|
(0.72
|
)
|
$ | — |
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance – January 1, 2021
|
11,250,000
|
$
|
1,125
|
$
|
—
|
$
|
(59,655,739
|
)
|
$
|
(59,654,614
|
)
|
|||||||||
Net income
|
—
|
—
|
—
|
4,632,106
|
4,632,106
|
|||||||||||||||
Balance – March 31, 2021 (unaudited), as restated, see
Note 2
|
11,250,000
|
1,125
|
—
|
(55,023,633
|
)
|
(55,022,508
|
)
|
|||||||||||||
Net loss
|
—
|
—
|
—
|
(37,122,627
|
)
|
(37,122,627
|
)
|
|||||||||||||
Balance – June 30, 2021 (unaudited), as restated, see
Note 2
|
11,250,000
|
$
|
1,125
|
$
|
—
|
$
|
(92,146,260
|
)
|
$
|
(92,145,135
|
)
|
|||||||||
Net loss
|
—
|
—
|
—
|
(8,102,872 | ) | (8,102,872 | ) | |||||||||||||
Balance – September 30,
2021 (unaudited)
|
11,250,000
|
$ | 1,125 | $ | — | $ | (100,249,132 | ) | $ | (100,248,007 | ) |
|
Class B
Common Stock |
Additional
Paid-in
|
Retained
Earnings / (Accumulated |
Total
Stockholders’
|
||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity
|
|||||||||||||||
Balance – July 30, 2020 (inception)
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||
Issuance of Class B common stock to Sponsor
|
11,500,000
|
1,150
|
23,850
|
—
|
25,000
|
|||||||||||||||
Net loss
|
—
|
—
|
—
|
(1,000
|
)
|
(1,000
|
)
|
|||||||||||||
Balance – September 30, 2020 (unaudited)
|
11,500,000
|
1,150
|
$
|
23,850
|
$
|
(1,000
|
)
|
$
|
24,000
|
|||||||||||
|
Nine Months Ended
September 30,
|
For The Period From
July 30, 2020
(Inception) Through
September 30,
|
|||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(40,593,393
|
)
|
$ | (1,000 | ) | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
34,170,000
|
—
|
||||||
Interest earned on investments held in Trust Account
|
(55,228
|
)
|
—
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
131,908
|
—
|
||||||
Accrued expenses
|
4,324,878
|
1,000
|
||||||
Net cash used in operating activities
|
(2,021,835
|
)
|
—
|
|||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from issuance of Class B common stock to Sponsor
|
—
|
25,000 | ||||||
Proceeds from promissory note - related party
|
1,000,000
|
125,000
|
||||||
Payment of offering costs
|
(16,480
|
)
|
(137,195
|
)
|
||||
Net cash provided by financing activities
|
983,520
|
12,805
|
||||||
|
||||||||
Net Change in Cash
|
(1,038,315
|
)
|
12,805
|
|||||
Cash – Beginning of period
|
1,087,876
|
—
|
||||||
Cash – End of period
|
$
|
49,561
|
$
|
12,805
|
||||
|
||||||||
Non-Cash Investing and Financing Activities:
|
||||||||
Offering costs included in accrued offering costs
|
$ | — | $ | 333,966 |
Balance Sheet as of March 31, 2021 (Unaudited)
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Common stock subject to possible redemption
|
$
|
389,977,490
|
60,022,510
|
450,000,000
|
||||||||
Common Stock
|
$
|
600
|
(600
|
)
|
—
|
|||||||
Additional paid-in capital
|
$
|
16,662,190
|
(16,662,190
|
)
|
—
|
|||||||
Accumulated deficit
|
$
|
(11,663,913
|
)
|
(43,359,720
|
)
|
(55,023,633
|
)
|
|||||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,002
|
(60,022,510
|
)
|
(55,022,508
|
)
|
Balance Sheet as of June 30, 2021 (Unaudited)
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Common stock subject to possible redemption
|
$
|
352,854,860
|
97,145,140
|
450,000,000
|
||||||||
Common Stock
|
$
|
971
|
(971
|
)
|
—
|
|||||||
Additional paid-in capital
|
$
|
53,784,449
|
(53,784,449
|
)
|
—
|
|||||||
Accumulated deficit
|
$
|
(48,786,540
|
)
|
(43,359,720
|
)
|
(92,146,260
|
)
|
|||||
Total Stockholders’ Equity (Deficit)
|
$
|
5,000,005
|
(97,145,140
|
)
|
(92,145,135
|
)
|
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Change in Class A common stock subject to possible redemption
|
$
|
4,632,110
|
$
|
(4,632,110
|
)
|
$
|
—
|
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Change in Class A common stock subject to possible redemption
|
$
|
(32,490,520
|
)
|
$
|
32,490,520
|
$
|
—
|
As Previously
Reported
|
Adjustment
|
As
Restated
|
||||||||||
Statement of Operations for the Three Months Ended March 31, 2021
|
||||||||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
45,000,000
|
—
|
45,000,000
|
|||||||||
Basic and diluted net income (loss) per share, Class A common stock
|
$
|
—
|
$
|
0.08
|
$
|
0.08
|
||||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
11,250,000
|
—
|
11,250,000
|
|||||||||
Basic and diluted net loss (income) per share, Class B common stock
|
$ |
0.41
|
$ |
(0.33
|
)
|
$
|
0.08
|
Statement of Operations for the Three Months Ended June 30, 2021
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
45,000,000
|
—
|
45,000,000
|
|||||||||
Basic and diluted net income per share, Class A common stock
|
$
|
—
|
$
|
(0.66
|
)
|
$
|
(0.66
|
)
|
||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
11,250,000
|
—
|
11,250,000
|
|||||||||
Basic and diluted net loss (income) per share, Class B common stock
|
$
|
(3.30
|
)
|
$
|
2.64
|
$
|
(0.66
|
)
|
Statement of Operations for the Six Months Ended June 30, 2021
|
As
Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
45,000,000
|
—
|
45,000,000
|
|||||||||
Basic and diluted net income per share, Class A common stock
|
$
|
—
|
$
|
(0.58
|
)
|
$
|
(0.58
|
)
|
||||
Basic and diluted weighted average shares outstanding, Class B common stock
|
11,250,000
|
—
|
11,250,000
|
|||||||||
Basic and diluted net income (loss) per share, Class B common stock
|
$
|
(2.89
|
)
|
$
|
2.31
|
$
|
(0.58
|
)
|
Gross proceeds
|
$
|
450,000,000
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
|
(20,277,290
|
)
|
|
Class A common shares issuance costs
|
|
(24,165,729
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
44,443,019
|
||
Class A common shares subject to possible redemption
|
$
|
450,000,000
|
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
For the Period from July 30,
2020 (Inception) Through
September 30, 2020
|
|||||||||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||||||||
Basic and diluted net loss per common stock
|
||||||||||||||||||||||||
Numerator:
|
||||||||||||||||||||||||
Allocation of net loss, as adjusted
|
$
|
(6,522,994
|
)
|
$
|
(1,630,748
|
)
|
$
|
(32,515,410
|
)
|
$
|
(8,128,853
|
)
|
$
|
—
|
$
|
(1,000
|
)
|
|||||||
Denominator:
|
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
45,000,000
|
11,250,000
|
45,000,000
|
11,250,000
|
—
|
11,250,000
|
||||||||||||||||||
Basic and diluted net loss per common stock
|
$
|
(0.14
|
)
|
$
|
(0.14
|
)
|
$
|
(0.72
|
)
|
$
|
(0.72
|
)
|
$
|
—
|
$
|
—
|
|
● |
in whole and not in part;
|
|
● |
at a price of $0.01 per warrant;
|
|
● |
upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and
|
|
● |
if, and only if, the reported
last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders.
|
|
● |
in whole and not in part;
|
|
● |
at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of
Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock;
|
|
● |
upon a minimum of 30 days’ prior written notice of redemption;
|
|
● |
if, and only if, the last
reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;
|
|
● |
if, and only if, there is an
effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities.
An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2
inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that
market participants would use in pricing the asset or liability.
|
|
|
Held-To-Maturity |
Amortized
Cost
|
Gross
Holding
Gain
|
Fair Value
|
||||||||||
December 31, 2020
|
U.S. Treasury Securities (Matured on 2/4/2021)
|
$
|
449,973,787
|
$
|
3,713
|
$
|
449,977,500
|
Description
|
Level
|
September 30, 2021
|
December 31, 2020
|
|||||||||
Assets:
|
||||||||||||
Money Market Fund
|
1
|
$
|
450,122,927
|
N/A
|
||||||||
Liabilities:
|
||||||||||||
Warrant Liability – Public
Warrants
|
1
|
$
|
53,325,000
|
$
|
30,375,000
|
|||||||
Warrant Liability – Private
Placement Warrants
|
3
|
$
|
26,070,000
|
$
|
14,850,000
|
September 30,
2021
|
December 31,
2020
|
|||||||
Stock price
|
$
|
10.02
|
$
|
10.12
|
||||
Term (in years)
|
5.37
|
6.08
|
||||||
Volatility
|
32.3
|
%
|
33.0
|
%
|
||||
Risk-free rate
|
1.043
|
%
|
0.52
|
%
|
||||
Dividend yield
|
0.0
|
%
|
0.0
|
%
|
|
Private Placement
|
|||
Fair value as of January 1, 2021
|
$
|
14,850,000
|
||
Change in fair value
|
11,220,000
|
|
||
Fair value as of September 30, 2021
|
$
|
26,070,000
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings.
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
SPORTS ENTERTAINMENT ACQUISITION CORP.
|
||
Date: December 1, 2021
|
By:
|
/s/ John Collins
|
Name:
|
John Collins
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: December 1, 2021
|
By:
|
/s/ Eric Grubman
|
Name:
|
Eric Grubman
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|
1 Year Sports Entertainment Acq... Chart |
1 Month Sports Entertainment Acq... Chart |
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