UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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area code:
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 and incorporated herein by reference is the transcript from a recording first made available on January 25, 2022, in which Namit Malhotra, the Chief Executive Officer of Prime Focus World N.V., a public limited liability company incorporated in the Netherlands (“Prime Focus World”) was interviewed by Benzinga and discussed Prime Focus World’s pending business combination (the “Business Combination”) with Sports Ventures Acquisition Corp., a Cayman Islands corporation (“SVAC”).
Attached as Exhibit 99.2 and incorporated herein by reference is the transcript from a recording first made available on January 26, 2022, in which Namit Malhotra was interviewed by Yahoo Finance and discussed the Business Combination.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SVAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information and Where to Find It
In connection with the transaction described herein, SVAC will file relevant materials with the SEC, including a proxy statement. The proxy statement and a proxy card will be mailed to stockholders of SVAC as of a record date to be established for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders will also be able to obtain a copy of the proxy statement without charge from SVAC. The proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to SVAC at 9705 Collins Ave 1901N, Bal Harbour, FL 33154.
This communication does not contain all the information that should be considered concerning the proposed transaction. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SVAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS COMBINATION THAT SVAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SVAC, PRIME FOCUS WORLD AND THE BUSINESS COMBINATION.
Participants in Solicitation
SVAC, Prime Focus World and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of SVAC Ordinary Class A Shares in respect of the proposed transaction. Information about SVAC’s directors and executive officers and their ownership of SVAC Ordinary Class A Shares is set forth in SVAC’s Annual Report filed on Form 10-K with the SEC on March 30, 2021 and its Reports on Form 8-K, which were filed with the SEC on April 6, 2021 and January 12, 2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation, including Prime Focus World and its directors, executive officers and employees, will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements as to future results of operations and financial position, revenue and other metrics planned products and services, business strategy and plans, objectives of management for future operations of Prime Focus World, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by SVAC and its management, and Prime Focus World and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: 1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive business combination agreement with respect to the business combination; 2) the outcome of any legal proceedings that may be instituted against Prime Focus World, SVAC, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; 3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of SVAC, or to satisfy other conditions to closing the business combination; 4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; 5) the ability to meet Nasdaq’s listing standards following the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations of Prime Focus World as a result of the announcement and consummation of the business combination; 7) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 8) costs related to the business combination; 9) changes in applicable laws or regulations; 10) the possibility that Prime Focus World or the combined company may be adversely affected by other economic, business and/or competitive factors; 11) Prime Focus World’s estimates of its financial performance; 12) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of SVAC’s securities; 13) the risk that the transaction may not be completed by SVAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVAC; 14) the impact of the novel coronavirus disease pandemic, including any mutations or variants thereof, and its effect on business and financial conditions; 15) inability to complete the PIPE investment in connection with the business combination; and 16) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SVAC’s Form S-1 (File No. 333-249392), Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 and the proxy of SVAC and other documents filed by SVAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SVAC nor Prime Focus World gives any assurance that either SVAC or Prime Focus World or the combined company will achieve its expected results. Neither SVAC nor Prime Focus World undertakes any duty to update these forward-looking statements, except as otherwise required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Transcript of Benzinga Interview | |
| 99.2 | Transcript of Yahoo Finance Interview | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| SPORTS VENTURES ACQUISITION CORP. | |||
| By: | /s/ Daniel Strauss | ||
| Name: | Daniel Strauss | ||
| Title: | Chief Operating Officer | ||
| Dated: January 26, 2022 | |||
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Exhibit 99.1
BENZINGA TRANSRIPT:
Spencer Israel:
Namit Malhotra, welcome to the show.
Namit Malhotra:
Hi, guys. How are you?
Spencer Israel:
Good. You’re having an exciting day. Congratulations.
Namit Malhotra:
Yes. Thank you. It’s been a long time coming. Finally glad to be here.
Spencer Israel:
Yeah. Speaking of that, so you tried to IPO a couple years back, right? And you decided to pull it. And so, now you do the SPAC. So, why now?
Namit Malhotra:
So, for us, obviously, the idea has been to get to a public platform because that’s where we’ve identified massive opportunities for our future growth. That being said, a few years ago, DNEG being a London company, the original thought was that we should try and list it in the UK in 2019. With the Brexit volatilities and the markets being choppy, it felt like it wasn’t the right time to go ahead with it, with all the stuff that was happening. And then there was the pandemic in the world. And with the success that the content companies have had in the US, it felt like it is the best time to be entering and being in the market where all the big content players are at, and really build our own proposition from that standpoint.
Spencer Israel:
So, I’ve got your hype reel up on the screen right now. So, again, you guys are a company that provides visual effects to all the major studios, streaming platforms. You’ve worked on Marvel, The Matrix, James Bond. Is that a good summary of the business?
Namit Malhotra:
Yeah, so we do animation and visual effects. You saw there was a visual of Ron’s Gone Wrong, which is a film that 20th Century produced. So, it’s basically creative-led services on the back of our proprietary tools and technology. And it’s not just Hollywood, but we also have a pretty robust and massively growing emerging markets business. So, we work between the East and the West and cover everything in between.
Spencer Israel:
Where’s your largest market right now? Is that in the US? It that-
Namit Malhotra:
So, the largest market by view of revenue and financial scale is obviously the US. That being said, we have lots of productions that we do for emerging markets, whether they’re India or China. And with markets like Korea and beyond starting to become much more real, I think that makes us starting to grow a lot more, even from the emerging market size.
Spencer Israel:
A question that I have is: how is the shift to streaming impacting your business? So, I want to bring up this chart from your investor deck here. As the money being spent has shifted away from the traditional studios and more into the platforms like Netflix and Amazon and apple TV, et cetera, et cetera, how does that impact your business? So, there was a lot in your deck about your recurring revenue. So, if you could speak to how that shift in capital affects you and also where that recurring revenue... How that’s structured.
Namit Malhotra:
So, firstly, we have a deep history with the creative storytellers in the business. So, basically, whether they’re filmmakers, directors, producers, and the studios, we’ve been working with them for over 20 years in our history and doing very, very significant, incredible work. The emergence of the streaming platforms, basically, is an alternative path of distribution. It’s basically saying, instead of going to a theatrical window first, we can go direct onto a streaming platform, it can go simultaneously. And that’s something that most content creators are now picking to their choice. What is the best way to out that content to the world?
Namit Malhotra:
So, for us, it doesn’t really matter in terms of whether you go to the cinema first or you go to the streaming platform first. What it does help do is that, because of the emergence of the streaming business model, there’s a lot more demand for content. It’s not about those 48 weekends a year. It’s now a lot bigger in terms of... Streaming companies release content on a Monday or on a Thursday. And it’s not about getting on a Friday or any of that. So, that opens up the universe of how much content is being consumed. And that really helps drive significant tailwinds for us.
Spencer Israel:
Can you explain the recurring revenue thing? So, how does that deal structure work? So, you’ll sign a deal with, I don’t know, Netflix, for example, and that deal is not for any specific movie? Or it is? Or it’s a multiyear thing? So, can you explain that?
Namit Malhotra:
So, I would say no two deals are the same. But that being said, there’s one scenario, which is basically somebody’s just saying, “Here’s a minimum guarantee. We know we are going to need X amount of capacity over the next X number of years.” And we don’t know what we are going to make in 2023 or 2024, but we know we are going to be creating content and we’re going to need services. So, that’s a more simple, straightforward transaction.
Namit Malhotra:
The other formulation of that is that, if I go back to the older theatrical model, any of the big studios, everybody’s got their 12 to 15 distribution slots that they all had in any calendar year. And we always know that, if you’re making a big, very successful franchise, in all likelihood, there’s going to be another one to that. So, for example, we did the very first Venom for Sony. And as soon as that became a big hit and they decided to come back and make the next version of Venom, we were asked to come back on and work on that again. So, it sort of builds that link because we’ve obviously worked with the studio and the filmmakers in designing the characters, the assets. So, it becomes a very easy capability for us to take what’s the next phase of that story’s journey and bring our services on that. And that’s how our connect with either projects or franchises or studios rolls from one project to another or from one year to another.
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Aaron Bry:
What’s the most you’ve ever heard of one production company, essentially, spending on special effects or CGI for one project?
Namit Malhotra:
What I’ve heard is there have been projects that have gone as high as about $120 to $140 million in just their CGI budgets. I would also say that’s not the ordinary cost of business. That’s not regular. I think it’s important to say that, in any of these big franchise or any of these big action extravaganzas you see, visual effects does form to be the largest line item on the budget. So, there can be the $100 million projects every once in a while, but there’s also... It’s fair to say that, as many projects have made, visual effects continues to be a big portion of that budgetary spent on any piece of content.
Spencer Israel:
I put up a chart here just of your recent fiscal year revenue totals and your guidance out. And of course, one of the features of the SPAC process is you’re allowed to give numbers this far out in the future. IPOs are not. What is going to drive this top-line revenue growth? You guys are coming off a year of $306 million in revenue last year. Obviously, the pandemic affected that. You’re guiding for $400 million in revenue this year, which is more in line with prior years. But going out two, three, four, five years, you’re giving pretty significant guidance here. So, what’s driving this growth?
Namit Malhotra:
So, I think, obviously, you’re seeing numbers which are as late as fiscal year ’19, which is March 31 of ’19. And that’s only going three years back. But if you actually see the trajectory of our business, in the last five or six years, we’ve pretty much tripled the revenue of the business in terms of where we stand today. And that’s happened organically, without any momentum or crazy momentum that we are seeing, being driven by the streaming market reality.
Namit Malhotra:
As a company, as a business, we’ve, fortunately, had more demand than availability. And that’s meant that our scalability has not been the challenge in terms of revenue or ability to attract revenue. It’s been more about how we build capacity. And this ability to go public and raise capital for growth really helps expand our resource pool and build our capacity up, which is really what that one aspect of it talks about. As you put up the slide earlier, we’re talking about streamers talking about numbers, that there’s going to be over 100 billion of money being spent in the creation of new content almost every year. And those kind of numbers are unseen, unheard before. So, what we are still doing is a pretty conservative approach to say, “Can we double our revenues over the next three to five years?” And that can happen rather organically as we build capacity.
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Spencer Israel:
The Deal today values your company, I believe, like 11, 11.5 times, EBIDA. How does that compare to the industry? I mean, there aren’t many other...
Namit Malhotra:
So, I think that’s a great question. And that’s something that I feel like is really the opportunity in where we are at. So, the fact is that there isn’t a real comp existing in terms of a direct comp. There’s obviously a lot of companies that are in the streaming space, in the technology space, in the content creation space, but there isn’t any specific direct comp. And I think the idea of the approach we took here was... Because this is not a deal where we are all selling out or taking secondaries home, this is really about building for the future of the growth, the idea was to price ourselves in what I would call a very safe zone, which actually helps to give us a very fair landing or a safe landing, because the opportunity is really about the future growth and what that brings.
Namit Malhotra:
And it was not a magic number. We always look at ranges. And as you keep performing and as you keep growing, the multiple keeps coming down, which is... So, if I told you six months or nine months ago, the multiple would’ve been a little higher. But as we keep delivering better and better numbers, that multiple looks a little bit more compressed, which I think is a great invitation, frankly, to the markets to, hopefully, give us their thumbs up and... And as we go forward and build value, I think there’s a tremendous opportunity for everyone.
Spencer Israel:
I guess we’ll find out. Namit Malhotra is the chairman CEO of DNEG. Going SPAC, AKIC is your ticker for now. Mr Malhotra, thank you so much for calling Benzinga Live today.
Aaron Bry:
Thank you.
Namit Malhotra:
Good talking to you.
Additional Information About the Transaction and Where to Find It
This communication may be deemed to be solicitation material with respect to the proposed transaction for Sports Ventures Acquisition Corp. to acquire Prime Focus World NV. In connection with this proposed transaction, Sports Ventures Acquisition Corp. will file relevant materials with the SEC, including a proxy statement on Schedule 14A. This communication does not contain all the information that should be considered concerning the proposed transaction. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed transaction. STOCKHOLDERS OF SPORTS VENTURES ACQUISITION CORP. ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and Sports Ventures Acquisition Corp. stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from Sports Ventures Acquisition Corp. Such documents are not currently available.
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Participants in Solicitation
Sports Ventures Acquisition Corp., Prime Focus World NV and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the holders of Sports Ventures Acquisition Corp. Class A Ordinary shares in respect of the proposed transaction. Information about the directors and executive officers of Sports Ventures Acquisition Corp. and their ownership of Class A Ordinary shares are set forth in its Annual Reports on Form 10-K, which was filed with the SEC on March 30, 2021, and its Reports on Form 8-K, which were filed with the SEC on April 6, 2021 and January 12, 2022, as modified or supplemented by any Form 3 or Form 4 since the date of that filing. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the proposed transaction when it becomes available.
Prime Focus World NV and its directors, executive officers and employees may also be deemed to be participants in the solicitation of proxies from the holders of Sports Ventures Acquisition Corp. Class A Ordinary shares in respect of the proposed transaction. A list of the names of such directors, executive officers and employees and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed transaction when available.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Non-GAAP Measures
This communication includes projections of certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to, adjusted EBITDA and certain other metrics derived therefrom. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Prime Focus World NV is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Forward-Looking Statements
This communication may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact contained in this communication including, without limitation, statements regarding Sports Ventures Acquisition Corp.’s or Prime Focus World NV’s financial position, expected operating performance, business strategy and the plans and objectives of management for future operations; anticipated financial impacts of the proposed transaction; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction, are forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that any such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of Prime Focus World NV, Sports Ventures Acquisition Corp. and their respective business, operations, financial condition and the industries in which they operate, the risk that the proposed transaction between Prime Focus World NV, and Sports Ventures Acquisition Corp. may not be consummated, and the factors described in the Sports Ventures Acquisition Corp.’s filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Prime Focus World NV and Sports Ventures Acquisition Corp. each disclaim any obligation to update any forward-looking statements contained herein.
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Exhibit 99.2
YAHOO FINANCE TRANSCRIPT:
Brian Sozzi:
“Visual effects and animation company DNEG is going public in a SPAC transaction that values the business as $1.7 billion. DNEG is seen as a leader in the space, having long time relationships with large content producers such as Disney and Netflix. Worth noting here, unlike most SPACs, DNEG is profitable and has been profitable for some time. Namit Malhotra is the chairman and CEO of DNEG and joins us now. Namit, congratulations on the deal! Look, I think a lot of folks are very familiar with your work but don't realize you are the company helping to bring a lot of this content to life. what are some of the projects you're working on right now?
Namit Malhotra:
Thanks for having me. It’s a pleasure to be here talking to you and showcasing the company on its next phase. We, obviously, help make projects, and recently on projects like Matrix, James Bond and Dune and what is coming up in the next little bit are projects like Shazam 2 for Warner Brothers and New Line. We're working on a bunch of TV shows like "Stranger Things," a bunch of animation projects as well. There is Garfield which we are producing. There's a massive spectrum of projects that we are currently working across all our different offices.
Brian Sozzi:
For those on the platform amid sizing up your company and soon your stock what are some of the biggest drivers? Is one of them streaming and do you plan in gaming yet?
Namit Malhotra:
So, we are, you know, using a lot of gaming technology in our current workflows. That's where we believe the next phase of the business is heading toward. The convergence of gaming and what we do. So, when we work on a project like Uncharted, which is a rendition of a video game into a movie, we believe that happens because of our quality profile technology. We can produce assets of very high quality and transport on the gaming world, which is where I think the gaming industry is going to go. So that's something that is going to happen imminently and very organically. That being said it's not industrial massively, and especially through the pandemic on the back of the streaming universe of content which is only growing at faster and faster clip. It creates a lot of opportunities for companies like us to be able to bring out the tier one profile of high-quality imagery and storytelling capabilities to this massive gap that’s been created because of each streamer and content player wanting to own and operate on their own library.
Julie Hyman:
Namit, it’s Julie here. One of the challenges that poses, as well, is getting good people, right? And competing with gaming with the other visual effects houses to get good people, as well. And I noted in your investor presentation that one of the reasons you're going public is to offer stock options to folks of a public company. Talk about the competition for talent and what it's like now versus a year ago, five years ago, for example.
Namit Malhotra:
Sure. There’s always been at the very high end of any businesses there’s always going to be a berth of enough talent out there. All I can show from the history of our evolution, when we acquired Double Negative in 2014, we had about 700 or 800 people. We have about 7,000 globally now. We had about 8,000 people before the pandemic. So, we've actually shown we can actually globalize and operationalize different sites and access to talent therefore it becomes easier because of the way our platform is designed. Our tech tools are designed where we can train and bring people on to their best capability much much faster than let’s say most of our competitors can. So that's a big differentiator. And the other is having a deep historic bench, you know, of massive talent pool in India, where you know there is no shortage of people. What they need is a lot of training and support and that's what the company is working on over the last 15 years of my journey has been about building and scaling that part of the world to be able to deliver high quality product for whatever we do. So, we are, you know, as part of the journey we're on, it’s just that today our ability to scale is a little bit more, let's say it's stable. We don't worry about what happens in Europe years from now. We have future visibility. We have better articles, and a much stronger demand curve. And we can be investing in training and new technologies whilst opening new offices that make access to that talent much more conformable or easier. And that sort of gives us a unique position to any of our competitors, who fortunately or unfortunately don’t have that sorted. Because our genesis is a function of east meets west. You know I came from setting up a very successful capability in India and acquired companies in the west. So, we kind of brought the two worlds together in our journey, and that takes a lot of work and a lot of effort in aligning culture, behavior and training and we've sort of established in the last many years in building this company.
Brian Sozzi:
Speaking of journeys, talk to us about your journey. Am I correct you started this company at 18 years old out of your grandfather's basement?
Namit Malhotra:
Yes, so I started in Mumbai that’s absolutely right in 1995. In a car garage that my grandfather had bought, and my father and we lived in the same house in the apartment in Mumbai. It still exists, by the way, and at some point, we will publish pictures and talk about that. But that is where I started when I was 18 and with an apple computer and a bunch of guys who taught me computer graphics in a six-week course. I hired them as my key partner and we set ourselves up and that is the self-journey we have had.
Brian Sozzi:
Oh well very interesting story here. Congratulations on the upcoming debut. Namit Malhotra, Chairman and CEO of DNEG, Good to see you.
Namit Malhotra:
Thank you. thanks.
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Additional Information About the Transaction and Where to Find It
This communication may be deemed to be solicitation material with respect to the proposed transaction for Sports Ventures Acquisition Corp. to acquire Prime Focus World NV. In connection with this proposed transaction, Sports Ventures Acquisition Corp. will file relevant materials with the SEC, including a proxy statement on Schedule 14A. This communication does not contain all the information that should be considered concerning the proposed transaction. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed transaction. STOCKHOLDERS OF SPORTS VENTURES ACQUISITION CORP. ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and Sports Ventures Acquisition Corp. stockholders will receive information at an appropriate time on how to obtain transaction-related documents free of charge from Sports Ventures Acquisition Corp. Such documents are not currently available.
Participants in Solicitation
Sports Ventures Acquisition Corp., Prime Focus World NV and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the holders of Sports Ventures Acquisition Corp. Class A Ordinary shares in respect of the proposed transaction. Information about the directors and executive officers of Sports Ventures Acquisition Corp. and their ownership of Class A Ordinary shares are set forth in its Annual Reports on Form 10-K, which was filed with the SEC on March 30, 2021, and its Reports on Form 8-K, which were filed with the SEC on April 6, 2021 and January 12, 2022, as modified or supplemented by any Form 3 or Form 4 since the date of that filing. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the proposed transaction when it becomes available.
Prime Focus World NV and its directors, executive officers and employees may also be deemed to be participants in the solicitation of proxies from the holders of Sports Ventures Acquisition Corp. Class A Ordinary shares in respect of the proposed transaction. A list of the names of such directors, executive officers and employees and information regarding their interests in the proposed transaction will be included in the proxy statement for the proposed transaction when available.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact contained in this communication including, without limitation, statements regarding Sports Ventures Acquisition Corp.’s or Prime Focus World NV’s financial position, expected operating performance, business strategy and the plans and objectives of management for future operations; anticipated financial impacts of the proposed transaction; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction, are forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that any such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of Prime Focus World NV, Sports Ventures Acquisition Corp. and their respective business, operations, financial condition and the industries in which they operate, the risk that the proposed transaction between Prime Focus World NV, and Sports Ventures Acquisition Corp. may not be consummated, and the factors described in the Sports Ventures Acquisition Corp.’s filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Prime Focus World NV and Sports Ventures Acquisition Corp. each disclaim any obligation to update any forward-looking statements contained herein.
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