As filed with the Securities and Exchange Commission on May 4, 2022
Registration No. 333-260610
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RedBall Acquisition Corp.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | 6770 | N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
667 Madison Avenue
16th Floor
New York, NY 10065
Telephone: (212) 235-1000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
David Grochow
667 Madison Avenue
16th Floor
New York, NY 10065
(212) 235-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John M. Bibona Joshua Wechsler Randi Lally Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 (212) 859-8000 |
Stephane Levy John McKenna Rupa Briggs David Silverman Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
RedBall Acquisition Corp. is filing this Amendment No. 5 to its Registration Statement on Form S-4 (File No. 333-260610) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statements Schedules.
(a) | Exhibits. |
Exhibit |
Description of Exhibits | |
2.1 | Business Combination Agreement, dated as of October 13, 2021, by and among the Registrant, SeatGeek, Inc., Showstop Merger Sub I Inc., and Showstop Merger Sub II LLC (included as Annex A-1 to this proxy statement/prospectus). | |
2.2 | First Amendment to Business Combination Agreement and Plan of Reorganization, dated as of December 12, 2021, by and among the Registrant, SeatGeek, Inc., Showstop Merger Sub I Inc., and Showstop Merger Sub II LLC (included as Annex A-2 to this proxy statement/prospectus). | |
2.3 | Second Amendment to Business Combination Agreement and Plan of Reorganization, dated as of March 28, 2022, by and among the Registrant, SeatGeek, Inc., Showstop Merger Sub I Inc., and Showstop Merger Sub II LLC (included as Annex A-3 to this proxy statement/prospectus). | |
3.1 | Amended and Restated Memorandum and Articles of Association of the Registrant (Included as Annex J to the proxy statement/prospectus). | |
3.2 | Form of Certificate of Incorporation of SeatGeek, Inc., to become effective upon completion of the Domestication (included as Annex K to the proxy statement/prospectus). | |
3.3 | Form of Proposed Bylaws of SeatGeek, Inc., to become effective upon completion of the Domestication (included as Annex L to the proxy statement/prospectus). | |
4.1#(1) | Specimen Unit Certificate. | |
4.2#(2) | Specimen Ordinary Share Certificate. | |
4.3#(3) | Specimen Warrant Certificate. | |
4.4#(5) | Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
4.5# | Form of Certificate of Corporate Domestication of SeatGeek, Inc., to be field with the Secretary of State of Delaware. | |
5.1# | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
8.1# | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, regarding material U.S. federal income tax matters. | |
10.1 | Form of Subscription Agreement (included as Annex D to this proxy statement/prospectus). | |
10.2 | Form of Warrant Subscription Agreement (included as Annex M to this proxy statement/prospectus). | |
10.3#(6) |
Backstop Subscription, dated as of October 13, 2021, by and between RedBall Acquisition Corp. and RedBall SponsorCo LP. | |
10.4#(6) |
Sponsor Support Agreement, dated as of October 13, 2021, by and between RedBall Acquisition Corp. and RedBall SponsorCo LP. | |
10.5#(6) |
Stockholder Support Agreement, dated as of October 13, 2021, by and among RedBall Acquisition Corp., SeatGeek, Inc. and Persons set forth on Schedule I thereto. | |
10.6 | Form of Amended and Restated Registration Rights Agreement (included as Annex F to this proxy statement/prospectus). |
II-1
II-2
# | Previously filed. |
| Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request. |
II-3
+ | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request. |
^ | Indicates management contract or compensatory plan. |
(1) | Incorporated by reference to Exhibit 4.1 filed with the Registration Statement on Form S-1 (File No. 333-240138) filed by the Registrant on July 28, 2020 and as subsequently amended (Form S-1). |
(2) | Incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(3) | Incorporated by reference to Exhibit 4.3 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(4) | Incorporated by reference to Exhibit 4.4 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(5) | Incorporated by reference to the Companys Current Report on Form 8-K filed on August 18, 2020. |
(6) | Incorporated by reference to the Companys Current Report on Form 8-K filed on October 13, 2021. |
(7) | Incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(8) | Incorporated by reference to Exhibit 10.6 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(9) | Incorporated by reference to Exhibit 10.7 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(10) | Incorporated by reference to Exhibit 10.9 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(11) | Incorporated by reference to Exhibit 10.10 filed with the Form S-1 filed by the Registrant on July 28, 2020 and as subsequently amended. |
(12) | Incorporated by reference to Exhibit 10.12 filed with Annual Report on Form 10-K filed by the Registrant on February 25, 2022 and as subsequently amended. |
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 4, 2022.
REDBALL ACQUISITION CORP. | ||
By: | /s/ Alec Scheiner | |
Name: Alec Scheiner | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 4, 2022.
Signature |
Title | |
* |
Co-Chairman of the Board of Directors | |
Gerald Cardinale | ||
* |
Co-Chairman of the Board of Directors | |
Billy Beane | ||
/s/ Alec Scheiner |
Chief Executive Officer (Principal Executive Officer) | |
Alec Scheiner | ||
* |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
David Grochow | ||
* |
Director | |
Volkert Doeksen | ||
* |
Director | |
Deborah A. Farrington | ||
* |
Director | |
Richard C. Scudamore | ||
* |
Director | |
Richard H. Thaler | ||
* |
Director | |
Lewis N. Wolff |
*By: | /s/ Alec Scheiner | |
Name: | Alec Scheiner | |
Title: | Attorney-in-fact |
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
RedBall Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Title of each class of securities to be registered |
Fee Carry |
Amount to be registered(1) |
Proposed unit |
Maximum offering price |
Fee Rate |
Amount of fee | |||||||||
Fees Previously Paid |
Equity | Common Stock(2)(3) | Rule 457(f)(1) | 1,000,000 | $9.93(11) | $9,930,000 | .0000927 | $920 | ||||||||
Equity | Common Stock(2)(3) | Rule 457(f)(1) | 70,875,000 | $9.92(4) | $703,080,000 | .0000927 | $65,176 | |||||||||
Equity | Redeemable Warrants(2)(5) | Rule 457(g) | 28,733,334 | N/A(6) | N/A(6) | N/A(6) | N/A(6) | |||||||||
Equity | Common Stock(2)(7) | Rule 457(f)(1) | 164,110,000 | $9.92(4) | $1,627,971,200 | .0000927 | $150,913 | |||||||||
Equity | Common Stock Issuable Upon Exercise of Warrants(2)(8) |
Rule 457(g) | 28,733,334 | $11.50(9) | $330,433,341 | .0000927 | $30,632 | |||||||||
Total Offering Amounts | $2,661,484,541 | $247,641 | ||||||||||||||
Total Fees Previously Paid | $247,641 | |||||||||||||||
Total Fee Offsets | $0 | |||||||||||||||
Net Fee Due | $0 |
(1) | Prior to the completion of the business combination (the Business Combination) described in the proxy statement/ prospectus forming part of this registration statement (this proxy statement/prospectus), the registrant RedBall Acquisition Corp., a Cayman Islands exempted company (RedBall), intends to effect a deregistration under the Cayman Islands Companies Act (as amended) by way of continuation and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which RedBalls jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the Domestication). All securities being registered will be shares of common stock of the continuing entity following the Domestication, which continuing entity will be renamed SeatGeek, Inc. (New SeatGeek), as further described in the proxy statement/prospectus. |
(2) | Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | The number of shares of common stock of New SeatGeek being registered represents (i) the number of Class A ordinary shares of RedBall (including the Class A ordinary shares of RedBall that were included in the units issued in RedBalls initial public offering) that were registered pursuant to the Registration Statement on Form S-1 (333-240138) (the IPO Registration Statement) and offered by RedBall in its initial public offering (the RedBall public shares) and (ii) the number of Class B ordinary shares of RedBall that were issued in a private placement prior to its initial public offering to RedBall SponsorCo LP (the Sponsor) (the founder shares). The RedBall public shares and the founder shares automatically will be converted into shares of common stock of New SeatGeek in the Domestication on a one-for-one basis. |
(4) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of RedBall on the New York Stock Exchange on October 22, 2021 ($9.92 per Class A ordinary share) in accordance with Rule 457(f)(1) and Rule 457(f)(3). |
(5) | The number of redeemable warrants to acquire shares of common stock of New SeatGeek being registered represents the number of redeemable warrants to acquire Class A ordinary shares of RedBall that were registered pursuant to the IPO Registration Statement (including redeemable warrants included in units), and offered by RedBall in its initial public offering (the RedBall public warrants). The RedBall public warrants automatically will be converted in the Domestication into redeemable warrants to acquire the same number of shares of common stock of New SeatGeek at the same price and on the same terms (New SeatGeek public warrants). |
(6) | The maximum number of Public Warrants and Private Placement Warrants and shares of Common Stock of the registrant issuable upon exercise of the Public Warrants and Private Placement Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Public Warrants and Private Placement Warrants has been allocated to the shares of Common Stock of the registrant issuable upon exercise of the Public Warrants and Private Placement Warrants and included in the registration fees paid in respect of those shares of Common Stock. No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. |
(7) | Represents the estimated maximum number of shares of New SeatGeek common stock to be issued by the registrant to securityholders of SeatGeek, Inc. in connection with the transactions described herein, assuming no Aggregate Cash Consideration and an Exchange Ratio (as defined in the proxy statement/prospectus) estimated at 0.6863 as of April 22, 2022, estimated solely for the purpose of calculating the registration fee, as is based on the |
sum of (i) 128,160,000 shares of New SeatGeek common stock issuable or reserved for issuance as consideration to the SeatGeek, Inc. securityholders in connection with the Business Combination (which includes (A) up to 12,556,551 shares of New SeatGeek common stock issuable or reserved for issuance upon the exercise of options of SeatGeek, Inc. to be assumed and converted into options to purchase New SeatGeek common stock, (B) up to 2,789,415 shares of New SeatGeek common stock issuable or reserved for issuance upon the exercise of warrants of SeatGeek, Inc. to be assumed and converted into warrants to purchase New SeatGeek common stock, and (C) up to 3,852,453 shares of New SeatGeek common stock issuable or reserved for issuance upon the settlement of restricted stock units of SeatGeek, Inc. to be assumed and converted into restricted stock unit with respect to New SeatGeek common stock, each in connection with the Business Combination), (ii) up to 35,000,000 shares of New SeatGeek common stock that may be issued after such date pursuant to the earnout provisions of the Business Combination Agreement described herein and (iii) 950,000 shares of New SeatGeek common stock reserved for issuance upon exercise of a SeatGeek warrant, which will convert into a warrant to acquire New SeatGeek common stock in accordance with the Business Combination Agreement described herein. |
(8) | Represents shares of New SeatGeek common stock to be issued upon the exercise of (i) 19,166,667 redeemable warrants to purchase Class A ordinary shares of RedBall that were registered pursuant to the IPO Registration Statement and offered by RedBall in its initial public offering, (ii) 9,566,667 warrants to purchase Class A ordinary shares that were issued in a private placement concurrently with RedBalls initial public offering. Such warrants will, by their terms, automatically be converted into warrants to purchase shares of New SeatGeek common stock upon the consummation of the Domestication. |
(9) | Calculated pursuant to rule 457(g); represents the exercise price of the warrants. |
(10) | Previously paid. |
(11) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low
prices of the Class A ordinary shares of RedBall on the New York Stock Exchange on April 14, 2022 ($9.93 per Class A ordinary share) in accordance with Rule 457(f)(1) and |