RedBall Acquisition Corp.
667 Madison Avenue
New York, New York 10065
May 3, 2022
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: | Blaise Rhodes Angela Lumley Katherine Bagley Dietrich King |
Re: | RedBall Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed on April 15, 2022 File No. 333-260610 |
Ladies and Gentlemen:
This letter sets forth the responses of RedBall Acquisition Corp. (RedBall, we, us, or our) to the comments provided by the staff (the Staff) of the Securities and Exchange Commission (the Commission) in its comment letter dated April 28, 2022 (the Comment Letter) with respect to the Amendment No. 3 to the Registration Statement on Form S-4 (the Amendment No. 2) filed by RedBall on April 15, 2022.
Concurrently with the submission of this response letter, we are filing, through EDGAR, Amendment No. 4 to the Registration Statement (Amendment No. 4).
For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment.
Amendment No. 3 to Registration Statement on Form S-4 filed on April 15, 2022
Backstop Agreement, page 230
1. | You disclose that the Sponsor entered into a Backstop Agreement with you, pursuant to which the Sponsor agreed to purchase up to $65 million in shares of New SeatGeek common stock, to backstop certain redemptions by your shareholders. You also disclose throughout your filing that the parties can waive the minimum cash conditions, including in circumstances under which the Backstop Agreement is not funded. In an appropriate place in your filing, please clarify the circumstances under which the Backstop Agreement would not be funded, and clarify whether this is a binding agreement on your Sponsor. |
Response: We acknowledge the Staffs comment and have revised the disclosures on pages 12, 29, 62, 127, 231 and 298 of Amendment No. 4.
Working Capital Loans, page 298
2. | You disclose that you entered into the Sponsor Working Capital Loan and promissory note. Please disclose the amount of the loan and promissory note, update your Liquidity and Capital Resources disclosure to include a discussion of the loan and promissory note, and file the same as exhibits to your registration statement. Alternatively, please tell us why you believe you are not required to file the loan and promissory note. See Item 601(b)(10) of Regulation S-K. |
Response: We acknowledge the Staffs comment and have revised the disclosures on pages 229 and 299, and Exhibit 10.16 of Amendment No. 4.
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Please direct any questions or comments regarding the foregoing or with respect to Amendment No. 4 to our counsel, John M. Bibona of Fried, Frank, Harris, Shriver & Jacobson LLP, at (212) 859-8539.
Very truly yours, |
/s/ Alec Scheiner |
Name: Alec Scheiner |
Title: Chief Executive Officer |
cc: | Randi Lally, Fried, Frank, Harris, Shriver & Jacobson LLP |
Roy Tannenbaum, Fried, Frank, Harris, Shriver & Jacobson LLP
Joshua Wechsler, Fried, Frank, Harris, Shriver & Jacobson LLP
John M. Bibona, Fried, Frank, Harris, Shriver & Jacobson LLP
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