UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2020
REDBALL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39440 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
667 Madison Avenue
16th Floor
New York, NY 10065
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212)-235-1000
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | RBAC.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 | RBAC | The New York Stock Exchange | ||
| Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | RBAC WS | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 8.01. | Other Events. |
On Ocotber 1, 2020, RedBall Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on October 5, 2020. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The New York Stock Exchange under the symbol “RBAC.U”, and the Class A Ordinary Shares and Warrants will separately trade on The New York Stock Exchange under the symbols “RBAC” and “RBAC WS”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 1, 2020. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REDBALL ACQUISITION CORP. | ||
| By: | /s/ David Grochow | |
| Name: David Grochow | ||
| Title: Chief Financial Officer | ||
Dated: October 1, 2020
Exhibit 99.1
RedBall Acquisition Corp. Announces the Separate Trading of its Class A Ordinary
Shares and Warrants, Commencing on October 5, 2020
October 1, 2020 — RedBall Acquisition Corp. (NYSE: RBAC.U) (“RedBall” or the “Company”) announced that holders of the units sold in the Company’s initial public offering of 57,500,000 units completed on August 17, 2020 (the “offering”) may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on October 5, 2020. Any units not separated will continue to trade on The New York Stock Exchange under the symbol “RBAC.U”, and each of the Class A ordinary shares and warrants will separately trade on The New York Stock Exchange under the symbols “RBAC” and “RBAC WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
RedBall Acquisition Corp. is a new blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any industry or sector, it intends to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement the management team’s expertise and will benefit from its strategic and hands-on operational leadership. The Company’s Sponsor, RedBall SponsorCo LP, is an affiliate of RedBird Capital Partners.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282; telephone: (866) 471-2526; email: Prospectus-ny@ny.email.gs.com.
Cautionary Note Concerning Forward-Looking Statements
This press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the initial public offering and search for an initial business combination. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Dan Gagnier
Gagnier Communications
646-569-5897