As filed with the Securities and Exchange Commission on May 3, 2022

Registration No. 333-260610

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 4

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

16^th Floor

New York, NY 10065

Telephone: (212) 235-1000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

David Grochow

667 Madison Avenue

16^th 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.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 3, 2022

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING OF

REDBALL ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

263,718,334 SHARES OF COMMON STOCK AND

28,733,334 REDEEMABLE WARRANTS

OF

REDBALL ACQUISITION CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION

INCORPORATED IN THE STATE OF DELAWARE),

THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION,

WHICH WILL BE RENAMED “SEATGEEK, INC.”

IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

 

 

The board of directors of RedBall Acquisition Corp., a Cayman Islands exempted company (“RedBall” and, after the Domestication, as described below, “New SeatGeek”), has unanimously approved (i) the domestication of RedBall as a Delaware corporation (the “Domestication”); (ii) (x) the merger of Showstop Merger Sub I Inc. (“Merger Sub One”), a Delaware corporation and wholly owned subsidiary of RedBall, with and into SeatGeek, Inc. (“SeatGeek”), a Delaware corporation (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (y) immediately after the First Merger, the merger of SeatGeek as the surviving corporation of the First Merger with and into Showstop Merger Sub II LLC (“Merger Sub Two”), a Delaware limited liability company and wholly owned subsidiary of New SeatGeek (the “Second Merger” and together with the First Merger, the “Mergers” and together with the Domestication and the other transactions contemplated by the Business Combination Agreement, as defined below, and the documents related thereto, the “Business Combination”) with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, pursuant to the terms of the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021, by and among RedBall, Merger Sub One, Merger Sub Two and SeatGeek, attached to this proxy statement/prospectus as Annex A-1 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), as more fully described in this proxy statement/prospectus; and (iii) the other transactions and actions contemplated by the Business Combination Agreement and documents related thereto. In connection with the Business Combination, RedBall will change its name to “SeatGeek, Inc.” and Merger Sub Two as the surviving company in the Second Merger will change its name to “SeatGeek Operations, LLC.”

As a result of and at the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class B ordinary shares”) will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock; (iii) each then issued and outstanding redeemable warrant of RedBall (“RedBall warrants”), to acquire RedBall Class A ordinary shares will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (each, a “New SeatGeek warrant”); (iv) each then issued and outstanding unit of RedBall (“RedBall units”) will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant to acquire one share of New SeatGeek common stock; and (v) RedBall will change its name to “SeatGeek, Inc.”

As a result of and upon effective time of the First Merger (the “First Effective Time”), among other things, (i) all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Stock Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million shares of New SeatGeek common stock (or Earnout RSUs (as described further in the accompanying proxy statement/prospectus)) issued pursuant to an earnout following the consummation of the Business Combination (“Closing”), (y) up to $50 million of cash, subject to certain adjustments and conditions as set forth in the Business Combination Agreement (the “Aggregate Cash Consideration”)), and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration, (ii) all outstanding and unexercised warrants issued by SeatGeek to acquire shares of SeatGeek common stock (“SeatGeek Warrants”) as of immediately prior to the First Effective Time will be automatically converted into warrants for shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such exchanged SeatGeek Warrant will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (each a “New SeatGeek Assumed Warrant”), (iii) all outstanding and unexercised options to purchase SeatGeek common stock (“SeatGeek Options”) as of immediately prior to the First Effective Time will be automatically converted into options to purchase shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek Options will represent the right to acquire a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek Options”), (iv) all outstanding restricted stock units relating to shares of SeatGeek common stock (“SeatGeek RSUs”) as of immediately prior to the First Effective Time will be automatically converted into restricted stock units relating to shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek RSUs will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek RSUs”) and (v) all outstanding shares of SeatGeek common stock that are unvested or subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek (“SeatGeek Restricted Stock”) immediately prior to the First Effective Time will be cancelled in exchange for the right to receive restricted stock units for shares of New SeatGeek common stock based on the Exchange Ratio, subject to certain terms and conditions (“New SeatGeek Restricted Stock”). For further information see the section titled, “BCA Proposal — Consideration — Treatment of SeatGeek Securities” in the accompanying proxy statement/prospectus.

Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the “Per Share Merger Consideration Value”, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus is estimated to be $6.86.

Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the “Exchange Ratio” which is the quotient obtained by dividing the Per Share Merger Consideration Value (described above) by $10.00, which, based on the number of SeatGeek Outstanding Shares on April 22, 2022 the most recent practicable date prior to the date of this proxy statement/prospectus, is estimated to be 0.6863 shares.

The RedBall units, RedBall Class A ordinary shares and RedBall public warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RBAC.U,” “RBAC” and “RBAC-WS,” respectively. RedBall will apply for listing, to be effective at the time of the Business Combination, of New SeatGeek common stock and New SeatGeek warrants on NYSE under the proposed symbols “STGK” and “STGK.WS,” respectively.

This proxy statement/prospectus provides shareholders of RedBall with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting in lieu of annual general meeting of RedBall. We encourage you to read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2022, and is first being mailed to RedBall shareholders on or about [●], 2022.

REDBALL ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 363338)

667 Madison Avenue

16^th Floor

New York, New York 10065

Dear RedBall Acquisition Corp. Shareholders:

You are cordially invited to virtually attend the extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall Acquisition Corp., a Cayman Islands exempted company (“RedBall”), at [●], Eastern Time, on [●], 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, RedBall shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), by and among RedBall, Showstop Merger Sub I Inc. (“Merger Sub One”), Showstop Merger Sub II LLC (“Merger Sub Two”) and SeatGeek, Inc. (“SeatGeek”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1, and the transactions contemplated thereby. The Business Combination Agreement provides for, among other things, following the Domestication of RedBall to Delaware as described below, the merger of Merger Sub One with and into SeatGeek (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and, immediately after the effective time of the First Merger (the “First Effective Time”), the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described in the accompanying proxy statement/prospectus.

As a condition to the consummation of the transactions contemplated by the Business Combination Agreement, the board of directors of RedBall has unanimously approved the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware (the “Domestication” and, together with the Mergers and the other transactions contemplated by the Business Combination Agreement and documents related thereto, the “Business Combination”). As described in the accompanying proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve, by special resolution, the Domestication (the “Domestication Proposal”). Upon the effective time of the Domestication, RedBall will change its name to “SeatGeek, Inc.”. As used herein and in the accompanying proxy statement/prospectus, “New SeatGeek” refers to RedBall after the Domestication, including after such change of name, as applicable.

As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”), (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RedBall (“RedBall Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) each then issued and outstanding redeemable warrant of RedBall (“RedBall warrants”) will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek warrants”), and (iv) each of the then issued and outstanding units of RedBall (“RedBall units”), will be will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. As used in the accompanying proxy statement/prospectus, “RedBall public shares” or “public shares” refers to the RedBall

Class A ordinary shares (including those that underlie the RedBall units) that were registered pursuant to RedBall’s Registration Statement on Form S-1 (333-240138).

As a result of and upon the First Effective Time, among other things, (i) all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Stock Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million shares of New SeatGeek common stock (or Earnout RSUs (as described further in the accompanying proxy statement/prospectus)) issued pursuant to an earnout following the consummation of the Business Combination (“Closing”), (y) up to $50 million of cash, subject to certain adjustments and conditions as set forth in the Business Combination Agreement (the “Aggregate Cash Consideration”)), and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration, (ii) all outstanding and unexercised warrants issued by SeatGeek to acquire shares of SeatGeek common stock (“SeatGeek Warrants”) as of immediately prior to the First Effective Time will be automatically converted into warrants for shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such exchanged SeatGeek Warrant will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (each a “New SeatGeek Assumed Warrant”), (iii) all outstanding and unexercised options to purchase SeatGeek common stock (“SeatGeek Options”) as of immediately prior to the First Effective Time will be automatically converted into options to purchase shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek Options will represent the right to acquire a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek Options”), (iv) all outstanding restricted stock units relating to shares of SeatGeek common stock (“SeatGeek RSUs”) as of immediately prior to the First Effective Time will be automatically converted into restricted stock units relating to shares of New SeatGeek common stock, subject to certain terms and conditions including, among others, that such SeatGeek RSUs will relate to a certain number of shares of New SeatGeek common stock based on the Exchange Ratio (the “New SeatGeek RSUs”) and (v) all outstanding shares of SeatGeek common stock that are unvested or subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek (“SeatGeek Restricted Stock”) immediately prior to the First Effective Time will be cancelled in exchange for the right to receive restricted stock units for shares of New SeatGeek common stock based on the Exchange Ratio, subject to certain terms and conditions (“New SeatGeek Restricted Stock”). For further information see the section titled, “BCA Proposal — Consideration — Treatment of SeatGeek Securities” in the accompanying proxy statement/prospectus.

Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the “Per Share Merger Consideration Value”, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus is estimated to be $6.86.

Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the “Exchange Ratio” which is the quotient obtained by dividing the Per Share Merger Consideration Value (described above) by 10.00, which, based on the number of SeatGeek Outstanding Shares on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, is estimated to be 0.6863.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing, including the Sponsor Support Agreement, the Subscription Agreements, the Warrant Subscription Agreement and the Backstop Subscription Agreement. For further information see the section titled, “BCA Proposal — Related Agreements” in the accompanying proxy statement/prospectus.

In connection with the proposed Domestication and Business Combination, you will also be asked to consider and vote upon(i) a proposal to approve the replacement of the amended and restated memorandum of association of RedBall under the Cayman Islands Companies Act (the “Existing Memorandum”) and the

amended and restated articles of association of RedBall (as may be amended from time to time) (the “Existing Articles” and, together with the Existing Memorandum, the “Cayman Constitutional Documents”) currently in effect, with the proposed certificate of incorporation of New SeatGeek (the “Proposed Certificate of Incorporation”), including the change of RedBall’s name to “SeatGeek, Inc.”, and the proposed bylaws of New SeatGeek (the “Proposed Bylaws”), each to be effective upon the effectiveness of the Domestication, (ii) three separate proposals to approve, on a non-binding advisory basis, certain differences between the Cayman Constitutional Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws (collectively, the “Advisory Organizational Documents Proposals”), (iii) a proposal to appoint the two Class I directors, Richard H. Thaler and Lewis N. Wolff, who will serve as the Class I directors of RedBall from the date of the approval until the earlier of the 2025 annual general meeting or the consummation of the Business Combination (“Director Election Proposal A”) and a proposal to elect seven directors who, upon consummation of the Business Combination, will be the directors of New SeatGeek (“Director Election Proposal B” and together with Director Election Proposal A, the “Director Election Proposals”), (iv) a proposal to approve for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of New SeatGeek common stock pursuant to the Business Combination and the PIPE Investment and the issuance of New SeatGeek common stock pursuant to the Backstop Subscription Agreement (the “Stock Issuance Proposal”), (v) a proposal to approve by ordinary resolution and adopt the New SeatGeek 2022 Equity Incentive Plan (the “Equity Incentive Plan Proposal”), (vi) a proposal to approve by ordinary resolution and adopt the New SeatGeek 2022 Employee Stock Purchase Plan (the “ESPP Proposal”), and (vii) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals are non-binding advisory proposals that are not conditions precedent to the consummation of the Business Combination and a vote against them will have no impact on the provisions of the Proposed Organizational Documents. Director Election Proposal A, the Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully and in its entirety.

Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of RedBall public shares, which excludes shares held by RedBall SponsorCo LP, a Cayman Islands exempted company (the “Sponsor”), RedBall’s independent directors and Rice, Hadley, Gates & Manuel LLC (“RHGM”), may request that RedBall redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of RedBall units must elect to separate the RedBall units into the underlying RedBall public shares and RedBall warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their RedBall units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the RedBall units into the underlying RedBall public shares and RedBall warrants, or if a holder holds RedBall units registered in its own name, the holder must contact RedBall’s transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their RedBall public shares even if they vote “FOR” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the RedBall public shares that it holds and timely delivers such shares to Continental Stock Transfer & Trust Company, RedBall’s transfer agent, New SeatGeek will redeem such RedBall public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of April 22, 2022, this would have amounted to approximately $10.01 per issued and outstanding RedBall public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its RedBall public shares for cash and will no longer own RedBall public shares. The redemption takes place following completion

of the Business Combination and, accordingly, it is shares of New SeatGeek common stock that will be redeemed immediately after consummation of the Business Combination. For further information see the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your RedBall public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its RedBall public shares with respect to more than an aggregate of 15% of the RedBall public shares without the prior consent of RedBall. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the RedBall public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of RedBall.

The Sponsor and each director of RedBall have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of October 13, 2021, a copy of which is attached as Annex B to the accompanying proxy statement/prospectus (the “Sponsor Support Agreement”). The Sponsor, each director of RedBall and RHGM have agreed to, among other things, waive their redemption rights with respect to any ordinary shares held by them in connection with the consummation of the Business Combination, subject to the terms and conditions contemplated in the letter agreement, dated as of August 12, 2020 (the “Insider Letter Agreement”). The 14,195,000 RedBall Class B ordinary shares held by the Sponsor, the 150,000 RedBall Class B ordinary shares held by the RedBall’s independent directors, the 30,000 RedBall Class B ordinary shares held by RHGM and the Class A ordinary shares held by the Sponsor and the independent directors of RedBall will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor, RedBall’s independent directors and RHGM collectively own 20.0% of the issued and outstanding RedBall ordinary shares. If RedBall is not able to complete the Business Combination with SeatGeek or another business combination by August 17, 2022, then the 14,195,000 RedBall Class B ordinary shares owned by the Sponsor, the 150,000 RedBall Class B ordinary shares directly owned by RedBall’s independent directors, and the 30,000 RedBall Class B ordinary shares held by RHGM, in aggregate, would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Sponsor if RedBall fails to complete a business combination within the required period.

The Business Combination Agreement provides that the obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that as of the Closing the amount of cash available in the trust account or otherwise held by RedBall as of immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription as described in the accompanying proxy statement/prospectus, but excluding the proceeds of the PIPE Investment) after deducting (i) the amount required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares pursuant to the Cayman Constitutional Documents, (ii) all indebtedness for borrowed money of RedBall, and (iii) certain excluded and excess expenses of RedBall more fully described in the accompanying proxy statement/prospectus is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RedBall redeem RedBall public shares in an amount that would cause New SeatGeek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

In addition, the Business Combination Agreement provides that the obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that as of the Closing the amount of cash available in the trust account or otherwise held by RedBall as of immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription as described in the accompanying proxy statement/

prospectus, but excluding the proceeds of the PIPE Investment), after deducting (i) the amount required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares pursuant to the Cayman Constitutional Documents, (ii) all indebtedness for borrowed money of RedBall, and (iii) certain excluded and excess expenses of RedBall more fully described in the accompanying proxy statement/prospectus is at least equal to $135.0 million. This condition is for the sole benefit of RedBall. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including (i) the absence of a material adverse effect on SeatGeek, (ii) the approval of the RedBall shareholders for each of the Condition Precedent Proposals at the extraordinary general meeting, and (iii) the approval of SeatGeek’s stockholders in accordance with its governing documents. If any condition to the parties’ obligations to consummate the Business Combination is not satisfied, there can be no assurance that the parties would waive (if permissible) any such condition. For further information see the section titled, “BCA Proposal — The Business Combination Agreement –– Closing Conditions” in the accompanying proxy statement/prospectus.

RedBall is providing the accompanying proxy statement/prospectus and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by RedBall shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of RedBall’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the proxy statement/prospectus.

After careful consideration, the board of directors of RedBall has unanimously approved the Business Combination Agreement and the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RedBall’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of RedBall, you should keep in mind that RedBall’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For further information see the section titled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the each of (i) the Domestication Proposal and (ii) the Charter Proposal require the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are

approved by our shareholders at the annual general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR REDBALL PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO REDBALL’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of RedBall’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [●], 2022 and is first being mailed to shareholders on or about [●], 2022.

REDBALL ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 363338)

667 Madison Avenue

16^th Floor

New York, New York 10065

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING

TO BE HELD ON [●], 2022

TO THE SHAREHOLDERS OF REDBALL ACQUISITION CORP.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall Acquisition Corp., a Cayman Islands exempted company, company number 363338 (“RedBall”), will be held virtually at [●], Eastern Time, on [●], 2022. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

•

Proposal No. 1 — BCA Proposal — to consider and vote upon a proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the “First Amendment”) and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the “Second Amendment”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A-2 and Annex A-3, respectively, the “Business Combination Agreement”), by and among RedBall, Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of RedBall (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of RedBall (“Merger Sub Two”), and SeatGeek, Inc. (“SeatGeek”), and the transactions contemplated thereby, which provides for, among other things, (i) the merger of Merger Sub One with and into SeatGeek (the “First Merger”), with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (ii) immediately after the First Merger, the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek as more fully described in the proxy statement/prospectus accompanying this notice. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall—BCA Proposal”, and a copy of the Business Combination Agreement, is attached to the accompanying proxy statement/prospectus as Annex A-1, Annex A-2 and Annex A-3

 

•

Proposal No. 2 — Domestication Proposal — to consider and vote upon a proposal to approve, by special resolution, the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware (the “Domestication” and, together with the Mergers and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) as more fully described in the proxy statement/prospectus accompanying this notice (see the section titled, “Domestication Proposal”). Upon the effective time of the Domestication, RedBall will be renamed “SeatGeek, Inc.” and thereafter is referred to as “New SeatGeek”;

 

•

Proposal No. 3  — Charter Proposal — to consider and vote upon a proposal to approve, by special resolution, the replacement of the RedBall’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), currently in effect, with the proposed certificate of incorporation of New SeatGeek (the “Proposed Charter”) (a copy of which is attached to the proxy statement/prospectus as Annex K), including the change of RedBall’s name to “SeatGeek, Inc.”, and proposed bylaws of New SeatGeek (the “Proposed Bylaws”) (a copy of which is attached to the proxy statement/prospectus as Annex L), each to be effective upon the effectiveness of the Domestication.

 

•

Advisory Organizational Documents Proposals — to consider and vote upon the following three separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve, by

ordinary resolution on a non-binding advisory basis, certain material differences between Cayman Constitutional Documents and the Proposed Charter and the Proposed Bylaws of New SeatGeek to be effective in connection with and upon the Domestication:

 

•

Proposal No. 4 —  Advisory Organizational Documents Proposal A — to consider and vote upon a proposal to approve the change in the authorized capital stock of RedBall from 400,000,000 Class A ordinary shares, par value $0.0001 per share (“RedBall Class A ordinary shares”), 40,222,222 Class B ordinary shares, par value $0.0001 per share (“RedBall Class B ordinary shares”) and 1,000,000 preference shares, par value $0.0001 per share (“RedBall preference shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of New SeatGeek (“New SeatGeek common stock”) and 10,000,000 shares of preferred stock of New SeatGeek (“New SeatGeek preferred stock”) pursuant to the Proposed Certificate of Incorporation (“Advisory Organizational Documents Proposal A”);

 

•

Proposal No. 5 — Advisory Organizational Documents Proposal B — to consider and vote upon a proposal to authorize the board of directors of New SeatGeek (the “New SeatGeek Board”) to issue any or all shares of New SeatGeek preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SeatGeek Board and as may be permitted by the DGCL (“Advisory Organizational Documents Proposal B”);

 

•

Proposal No. 6 — Advisory Organizational Documents Proposal C — to consider and vote upon a proposal to approve each of the following: (i) that the Court of Chancery of the State of Delaware (or any other court located in the State of Delaware if such court is not available) will be the exclusive forum for bringing certain legal claims against New SeatGeek or any of its directors, officers, employees or stockholders, including any derivative actions or claims for breach of fiduciary duty, violation of the DGCL or of any provision of the Proposed Certificate of Incorporation and the Proposed Bylaws; (ii) changing the name of RedBall from “RedBall Acquisition Corp.” to “SeatGeek, Inc.”; (iii) making New SeatGeek’s corporate existence perpetual; and (iv) removing certain provisions related to RedBall’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the RedBall Board believes are necessary to adequately address the needs of New SeatGeek after the Business Combination (collectively, “Advisory Organizational Documents Proposal C”);

 

•

Director Election Proposals — to consider and vote upon the following two separate proposals (collectively, the “Director Election Proposals”) to approve, by ordinary resolution, two different slates of directors:

 

•

Proposal No. 7 — Director Election Proposal A — to consider and vote upon a proposal to appoint, by ordinary resolution of the RedBall Class B ordinary shares, the two Class I directors, Richard H. Thaler and Lewis N. Wolff, each of whom will serve as the Class I directors of RedBall until the earlier of the 2025 annual general meeting of shareholders, the consummation of the Business Combination, or until such director’s respective successor is duly appointed and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal A”);

 

•

Proposal No. 8 — Director Election Proposal B — to consider and vote upon a proposal to elect, by ordinary resolution of the RedBall Class B ordinary shares, directors who, immediately following the consummation of the Business Combination, will be the directors of New SeatGeek (the “Director Election Proposal B”);

 

•

Proposal No. 9 — Stock Issuance Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, (i) the issuance of up to 6,500,000 shares of New SeatGeek common stock in the Backstop Subscription (defined in the accompanying proxy statement/prospectus) pursuant to the Backstop Subscription Agreement and (ii) the issuance of up to 176,493,334 shares of New SeatGeek common stock (including the SeatGeek Earnout Securities and the Sponsor Earnout Shares) pursuant to the Business Combination Agreement and the PIPE Investment (the “Stock Issuance Proposal”);

•

Proposal No. 10 — Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, the New SeatGeek 2022 Equity Incentive Plan (the “Equity Incentive Plan Proposal”);

 

•

Proposal No. 11 — ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution the New SeatGeek 2022 Employee Stock Purchase Plan (the “ESPP Proposal”); and

 

•

Proposal No. 12— Adjournment Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

Each of the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other Condition Precedent Proposal. None of the Advisory Organizational Documents Proposals, Director Election Proposal A or the Adjournment Proposal is conditioned upon the approval of any other proposal to be considered at the extraordinary general meeting. Only holders of record of RedBall ordinary shares at the close of business on April 22, 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The proxy statement/prospectus and proxy card accompanying this notice are being provided to RedBall’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of RedBall’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RedBall has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals to be considered by RedBall’s shareholders at the extraordinary general meeting and described in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of RedBall, you should keep in mind that RedBall’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of RedBall public shares (a “public shareholder”) may request of RedBall that New SeatGeek redeem all or a portion of its RedBall public shares for cash if the Business Combination is consummated. As a holder of RedBall public shares, you will be entitled to receive cash for any RedBall public shares to be redeemed only if you:

 

•

(i) hold RedBall public shares, or (ii) if you hold RedBall units, you elect to separate your units into the underlying RedBall public shares and public warrants prior to exercising your redemption rights with respect to the RedBall public shares;

 

•

submit a written request to RedBall’s transfer agent, Continental Stock Transfer & Trust Company, that New SeatGeek redeem all or a portion of your RedBall public shares for cash;

 

•

affirmatively certify in your request for redemption to the transfer agent that you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

•

deliver your RedBall public shares to the transfer agent, either physically or electronically through The Depository Trust Company’s DWAC system.

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of RedBall units must elect to separate the units into the underlying RedBall public shares and warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying RedBall public shares and warrants, or if a holder holds RedBall units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to have RedBall redeem their RedBall public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the RedBall public shares that it holds and timely delivers its shares to the transfer agent, New SeatGeek will redeem such RedBall public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on the trust account amount as of April 22, 2022, this would have amounted to approximately $10.01 per issued and outstanding RedBall public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its RedBall public shares for cash and will no longer own RedBall public shares. The redemption takes place following the Domestication and the effectiveness of the Proposed Certificate of Incorporation and, accordingly, it is shares of New SeatGeek common stock that will be redeemed promptly after consummation of the Business Combination. See the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Redemption Rights” in the proxy statement/prospectus accompanying this notice for a detailed description of the procedures to be followed if you wish to redeem your RedBall public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its RedBall public shares with respect to more than an aggregate of 15% of the RedBall public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the RedBall public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The approval of each of the Domestication Proposal and the Charter Proposal must be approved by a special resolution, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the proxy statement/prospectus accompanying this notice to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this notice.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy

card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in its entirety. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali Global LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RBAC.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of RedBall Acquisition Corp., [●], 2022

 

Gerald Cardinale

Co-Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR REDBALL PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

TABLE OF CONTENTS

 

References To Additional Information			iii
Selected Definitions			iv
Cautionary Statement Regarding Forward-Looking Statements			xiv
Questions and Answers For RedBall Shareholders			xvii
Summary of The Proxy Statement/Prospectus			1
Risk Factors			30
Selected Historical Financial Information of RedBall			88
Selected Historical Consolidated Financial and Operating Data of SeatGeek			89
Selected Unaudited Pro Forma Condensed Combined Financial Information			91
Comparative Share Information			93
Market Price and Dividend Information			95
Extraordinary General Meeting in lieu of Annual General Meeting of RedBall			96
BCA Proposal			103
Domestication Proposal			154
Charter Proposal			156
Advisory Organizational Documents Proposals			158
Director Election Proposals			169
Stock Issuance Proposal			172
Equity Incentive Plan Proposal			174
ESPP Proposal			185
Adjournment Proposal			189
U.S. Federal Income Tax Considerations			191
Unaudited Pro Forma Condensed Combined Financial Information			206
Information About RedBall			217
RedBall’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			228
Business of SeatGeek			234
SeatGeek’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			248
Management of New SeatGeek Following The Business Combination			269
Executive Compensation			277
Beneficial Ownership of Securities			291
Certain Relationships and Related Person Transactions			297
Comparison of Corporate Governance and Shareholder Rights			305
Description of Redball’s and New SeatGeek Securities			309
Securities Act Restrictions on Resale of New SeatGeek Securities			320
Stockholder Proposals and Nominations			321
Appraisal Rights			322
Shareholder Communications			323

 

i

Legal Matters			324
Experts			325
Delivery of Documents To Shareholders			326
Enforceability of Civil Liability			327
Where You Can Find More Information			328
Index to Financial Statements			F-1
ANNEX A-1: BUSINESS COMBINATION AGREEMENT			A-1
ANNEX A-2: FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT			A-2-1
ANNEX A-3: SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT			A-3-1
ANNEX B: SPONSOR SUPPORT AGREEMENT			B-1
ANNEX C: SEATGEEK HOLDERS SUPPORT AGREEMENT			C-1
ANNEX D: FORM OF SUBSCRIPTION AGREEMENT			D-1
ANNEX E: BACKSTOP SUBSCRIPTION AGREEMENT			E-1
ANNEX F: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT			F-1
ANNEX G: FORM OF LOCK-UP AGREEMENT			G-1
ANNEX H: NEW SEATGEEK 2022 EQUITY INCENTIVE PLAN			H-1
ANNEX I: NEW SEATGEEK 2022 EMPLOYEE STOCK PURCHASE PLAN			I-1
ANNEX J: CAYMAN CONSTITUTIONAL DOCUMENTS OF REDBALL			J-1
ANNEX K: FORM OF PROPOSED CERTIFICATE OF INCORPORATION			K-1
ANNEX L: FORM OF PROPOSED BYLAWS			L-1
ANNEX M: FORM WARRANT SUBSCRIPTION AGREEMENT			M-1

 

ii

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning RedBall, without charge, by written request to Secretary at RedBall Acquisition Corp., 667 Madison Avenue, 16^th Floor, New York, New York 10065, or by telephone request at (212) 235-1000; or Morrow Sodali, RedBall’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RBAC.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for RedBall shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting in lieu of annual general meeting (the “extraordinary general meeting”) of RedBall to be held on [●], 2022, you must request the information no later than [●], 2022, five business days prior to the date of the extraordinary general meeting.

 

iii

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

•

“2022 Plan” are to the New SeatGeek 2022 Equity Incentive Plan attached to this proxy statement/prospectus as Annex H;

 

•

“Aggregate Cash Consideration” are to the total amount of cash payable to holders of SeatGeek common stock who make an election to receive cash in exchange for shares of SeatGeek common stock in accordance with, and subject to, the terms of the Business Combination Agreement, including the Cash Consideration Cap;

 

•

“Aggregate Stock Consideration” are to the aggregate number of shares of New SeatGeek common stock issuable to holders of SeatGeek Securities upon consummation of the First Merger and determined in accordance with the Business Combination Agreement;

 

•

“Aggregate Transaction Consideration” are to the Aggregate Cash Consideration, if any, the Aggregate Stock Consideration and the SeatGeek Earnout Securities;

 

•

“Amended and Restated Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among New SeatGeek, the Sponsor, RedBall’s directors and officers, certain SeatGeek Stockholders and SeatGeek’s directors and executive officers;

 

•

“Available Cash” are to the amount equal to (i) all amounts in the trust account, plus (ii) the aggregate amount of cash that has been funded to and remains with RedBall pursuant to the Backstop Subscription Agreement as of immediately prior to the Closing, plus (iii) any other cash then held by RedBall as of immediately prior to the Closing (excluding the proceeds of the PIPE Investment), minus (iv) the aggregate amount payable from the trust account with respect to all redemptions, minus (v) all indebtedness for borrowed money of RedBall as of immediately prior to the Closing, minus (vi) all Excluded RedBall Transaction Expenses, minus (vii) without duplication of amounts taken into account in clause (vi), any Excess RedBall Transaction Expenses to be paid by RedBall against a corresponding cancellation of RedBall ordinary shares held by Sponsor;

 

•

“Backstop Subscription” are to the purchase of up to $65,000,000 of New SeatGeek common stock pursuant to, and subject to the terms and conditions of, the Backstop Subscription Agreement by Backstop Subscriber;

 

•

“Backstop Subscription Agreement” are to the subscription agreement, dated as of October 13, 2021, by and among RedBall, SeatGeek and Sponsor, setting forth the terms and conditions for the Backstop Subscription;

 

•

“Backstop Subscriber” are to Sponsor solely in its capacity as the subscriber of shares in the Backstop Subscription pursuant to, and subject to the terms and conditions of, the Backstop Subscription Agreement;

 

•

“Business Combination” are to the transactions contemplated by the Business Combination Agreement including, among others, the Domestication and the Mergers;

 

•

“Business Combination Agreement” or “BCA” are to the Business Combination Agreement and Plan of Reorganization dated as of October 13, 2021 among RedBall, SeatGeek, Merger Sub One and Merger Sub Two, as amended from time to time, including on December 21, 2021, by the First Amendment and on March 28, 2022, by the Second Amendment;

 

•

“Cash Consideration Cap” are to (i) the lesser of (x)(1) the Available Cash plus (2) the aggregate amount of cash that has been funded to and remains with RedBall pursuant to the Subscription Agreements and the aggregate of amount of cash that has been funded to and remains with SeatGeek pursuant to the Designated SG Warrant, in each case, as of immediately prior to the Closing, minus (3) SeatGeek’s transaction expenses minus (4) the aggregate amount of RedBall Transaction Expenses that were not included in the calculation of Available Cash, minus (5) $458,000,000 or such greater amount as determined by SeatGeek, in good faith, at least two (2) business days prior to the Closing and (y) $50,000,000, or (ii) if the Backstop Subscription is funded, $0;

 

iv

•

“Cayman Constitutional Documents” are to RedBall’s Amended and Restated Memorandum and Articles of Association, as may be further amended from time to time;

 

•

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (as amended);

 

•

“Closing” are to the closing of the Business Combination;

 

•

“Closing Date” are to the date on which the Closing actually occurs;

 

•

“Condition Precedent Approvals” are to the requisite approval by RedBall shareholders at the extraordinary general meeting of each of the Condition Precedent Proposals;

 

•

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal B, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal, collectively, as such terms are defined in the section titled, “—Extraordinary General Meeting in lieu of Annual General Meeting of RedBall” starting on page 94 of this proxy statement/prospectus;

 

•

“Continental” or “transfer agent” are to Continental Stock Transfer & Trust Company;

 

•

“Designated SG Warrant” are to the warrants to purchase shares of SeatGeek common stock issued in the Designated SG Warrant Investment;

 

•

“Designated SG Warrant Investment” are to the purchase of the Designated SG Warrant pursuant to the Designated SG Warrant Subscription Agreement;

 

•

“Designated SG Warrant Subscription Agreement” are to the subscription agreement pursuant to which the Designated SG Warrant will be purchased;

 

•

“DGCL” are to the General Corporation Law of the State of Delaware;

 

•

“Domestication” are to the deregistration of RedBall Acquisition Corp. by way of continuation under the Cayman Islands Companies Act and its domestication as a corporation incorporated in the State of Delaware in accordance with Section 388 of the DGCL, pursuant to which, among other things, RedBall’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware and its name will be changed to “SeatGeek, Inc.”;

 

•

“Earnout Period” are to the time period commencing on the Closing Date and ending on the first to occur of (i) the fifth (5th) anniversary of the Closing Date and (ii) the closing of a Subsequent Transaction;

 

•

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II, Earnout Triggering Event III and Earnout Triggering Event IV;

 

•

“Earnout Triggering Event I” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $12.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $12.00;

 

•

“Earnout Triggering Event II” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $14.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $14.00;

 

•

“Earnout Triggering Event III” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is

 

v

greater than or equal to $16.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $16.00;

 

•

“Earnout Triggering Event IV” are to the earliest of the following during the Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $18.00 for twenty of any thirty consecutive trading days or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $18.00;

 

•

“Equity Value” are to $1,281,600,000;

 

•

“ESPP” are to the New SeatGeek 2022 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex I;

 

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

•

“Excess RedBall Transaction Expenses” are to the amount, if any, by which the sum of the RedBall Transaction Expenses and the Excluded RedBall Transaction Expenses that are outstanding immediately prior to the Closing exceed $35,000,000;

 

•

“Excluded RedBall Transaction Expenses” are to the sum of (i) any out-of-pocket fees and expenses paid or payable by RedBall or any of its subsidiaries or any of their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of any offer, inquiry, proposal or indication of interest relating to a business combination or any transaction other than the Business Combination, to the extent not paid in full prior to the Closing, or (ii) any deferred underwriting expenses, commissions or amounts payable with respect to the initial public offering;

 

•

“Exchange Ratio” are to the quotient obtained by dividing (i) the Per Share Merger Consideration Value by (ii) $10.00 (rounded to four decimal places), which, based on the number of SeatGeek Outstanding Shares on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, which is estimated to be 0.6863 shares;

 

•

“Extraordinary General Meeting” are to the extraordinary general meeting in lieu of annual general meeting of RedBall’s shareholders, to be held at [●] a.m. Eastern Time on [●], 2022, to be held virtually, and any adjournment or postponement thereof;

 

•

“First Amendment” means the First Amendment to Business Combination Agreement and Plan of Reorganization, entered into by RedBall, SeatGeek, Merger Sub One and Merger Sub Two as of December 12, 2021, a copy of which is attached to this proxy statement as Annex A-2;

 

•

“First Effective Time” are to the effective time of the First Merger;

 

•

“First Merger” are to the merger of Merger Sub One with and into SeatGeek, with SeatGeek surviving as a wholly owned subsidiary of New SeatGeek;

 

•

“founder shares” are to the RedBall Class B ordinary shares purchased by the Sponsor in a private placement prior to our initial public offering, and the RedBall Class A ordinary shares issuable upon the conversion thereof;

 

•

“GAAP” are to the accounting principles generally accepted in the United States of America;

 

•

“HSR Act” are to the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended;

 

•

“initial public offering” or “IPO” are to RedBall’s initial public offering that was consummated on August 17, 2020;

 

vi

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-240138) filed by RedBall in connection with its initial public offering, which became effective on August 12, 2020;

 

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

•

“Mergers” are to the First Merger and the Second Merger;

 

•

“Merger Sub One” are to Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of RedBall;

 

•

“Merger Sub Two” are to Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of RedBall;

 

•

“Net Promoter Score,” or “NPS,” refers to SeatGeek’s net promoter score, which is a percentage, expressed as a numerical value up to a maximum value of 100, that SeatGeek uses to gauge satisfaction of consumers that actually used SeatGeek and other ticketing services in the preceding 3-years. NPS is based on a customer research survey of 796 consumers conducted by Equation Research on behalf of SeatGeek in September 2021, and reflects responses to the following question on a scale of zero to ten: “How likely would you be to recommend the following ticketing company to a family member, friend or co-worker?” Responses of nine or ten are considered “promoters” and responses of six or less are considered “detractors.” The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the NPS;

 

•

“New SeatGeek” are to RedBall after the Domestication and its name change from RedBall Acquisition Corp. to “SeatGeek, Inc.”;

 

•

“New SeatGeek Assumed Warrants” are to the SeatGeek warrants assumed by New SeatGeek pursuant to the terms of the BCA upon consummation of the Business Combination, including the Designated SG Warrant;

 

•

“New SeatGeek common stock” are to shares of common stock, par value $0.0001 per share, of New SeatGeek;

 

•

“New SeatGeek Incentive Warrants” are to the warrants of New SeatGeek issued to the PIPE Investors in the PIPE Investment;

 

•

“New SeatGeek Options” are to options to acquire a number of shares of New SeatGeek common stock upon substantially the same terms and conditions as in effect with respect to SeatGeek Options as of immediately prior to the First Effective Time, including with respect to vesting, exercisability, and termination-related provisions;

 

•

“New SeatGeek Restricted Stock” are to shares of New SeatGeek common stock that is unvested or is subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with New SeatGeek;

 

•

“New SeatGeek RSUs” are to restricted stock units relating to shares of New SeatGeek common stock;

 

•

“New SeatGeek warrants” are to, as the context requires, (i) the redeemable warrants of New SeatGeek issued upon the conversion of the RedBall public warrants at the time of the Domestication and (ii) the warrants of New SeatGeek issued upon the conversion of the private placement warrants at the time of the Domestication;

 

•

“NYSE” are to the New York Stock Exchange;

 

•

“Per Share Merger Consideration Value” are to (i) the Equity Value divided by (ii) the SeatGeek Outstanding Shares, which is the quotient obtained by dividing the $1.2816 billion by the Company Outstanding Shares, which on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus was $6.86

 

vii

•

“person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

 

•

“PIPE Investment” are to the purchase of shares of New SeatGeek common stock and New SeatGeek Incentive Warrants (excluding the Designed SG Warrant), pursuant to the Subscription Agreements;

 

•

“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

 

•

“private placement warrants” are to the private placement warrants issued to the Sponsor at the time of RedBall’s IPO and, as context requires, the warrants of New SeatGeek issued upon the conversion thereof at the time of the Domestication;

 

•

“pro forma” are to giving pro forma effect to the consummation of the Business Combination and the other related events contemplated by the Business Combination Agreement;

 

•

“Proposals” are to the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal;

 

•

“Proposed Bylaws” are to the proposed bylaws of New SeatGeek to be effective at the time of the Domestication in the form attached to this proxy statement/prospectus as Annex L;

 

•

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New SeatGeek to be effective at the time of the Domestication attached to this proxy statement/prospectus as Annex K;

 

•

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

•

“public shareholders” are to holders of RedBall public shares, whether acquired in RedBall’s initial public offering or acquired in the secondary market;

 

•

“record date” are to April 22, 2022, the record date for the extraordinary general meeting established by the RedBall Board;

 

•

“RedBall” are to RedBall Acquisition Corp., a Cayman Islands exempted company;

 

•

“RedBall Board” are to the board of directors of RedBall;

 

•

“RedBall Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of RedBall;

 

•

“RedBall Class B ordinary shares” are to the Class B ordinary shares, par value $0.0001 per share, of RedBall;

 

•

“RedBall ordinary shares” or “ordinary shares” are to RedBall Class A ordinary shares and RedBall Class B ordinary shares, collectively;

 

•

“RedBall public shares” are to the RedBall Class A ordinary shares (including those that underlie the RedBall units) that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement;

 

•

“RedBall public warrants” or “public warrants” are to the redeemable warrants (including those that underlie the RedBall units) that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement;

 

•

“RedBall shareholders” are to holders of RedBall ordinary shares;

 

•

“RedBall Share Redemption” means the election of an eligible (as determined in accordance with the RedBall governing documents) holder of RedBall Class A ordinary shares and RedBall Class B

 

viii

ordinary shares to have RedBall repurchase the RedBall Class A ordinary shares and RedBall Class B ordinary shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the trust account (including any interest earned on the funds held in the trust account, but net of taxes payable) (as determined in accordance with the RedBall governing documents) in connection with the Business Combination.

 

•

“RedBall units” and “units” are to the units of RedBall, each unit representing one RedBall Class A ordinary share and one-third of one redeemable warrant to acquire one RedBall Class A ordinary share, that were offered and sold by RedBall in its initial public offering and registered pursuant to the IPO registration statement (excluding any units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

 

•

“RedBall Transaction Expenses” are to any out-of-pocket fees and expenses paid or payable by RedBall or any of its subsidiaries or any of their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Business Combination, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including deferred underwriting expenses), and (ii) any and all filing fees, administrative fees, costs and expenses payable by RedBall or any of its subsidiaries, or SeatGeek or any of its subsidiaries, to the governmental authorities in connection with the Business Combination; provided, however, that RedBall Transaction Expenses will only include one-half of the filing fees for any regulatory approvals;

 

•

“redemption” are to each redemption of RedBall public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

 

•

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

 

•

“SeatGeek” are to SeatGeek, Inc., a Delaware corporation;

 

•

“SeatGeek Awards” are to SeatGeek Options, SeatGeek RSUs and SeatGeek Restricted Stock;

 

•

“SeatGeek Charter” are to SeatGeek’s Eighth Amended and Restated Certificate of Incorporation as in effect as of the date of the Business Combination Agreement;

 

•

“SeatGeek capital stock” are to the authorized capital stock of SeatGeek, comprised of SeatGeek common stock and SeatGeek preferred stock;

 

•

“SeatGeek common stock” are to shares of the common stock, par value $0.001 per share, of SeatGeek;

 

•

“SeatGeek Earnout Securities” are to up to 35,000,000 shares of New SeatGeek common stock, comprised of four separate tranches of 8,750,000 shares of New SeatGeek common stock per tranche, issuable to SeatGeek Securityholders during the SeatGeek Earnout Period upon the achievement of the applicable Earnout Triggering Events, which shares may also be issued in the form of Earnout RSUs;

 

•

“SeatGeek Options” are to all outstanding options to purchase SeatGeek common stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the SeatGeek, Inc. 2009 Equity Incentive Plan and the SeatGeek, Inc. 2017 Equity Incentive Plan each as amended from time to time;

 

•

“SeatGeek Outstanding Shares” are to (i) the aggregate number of shares of SeatGeek common stock issued and outstanding on a fully diluted basis (but excluding shares issued upon the exercise of the Designated SG Warrant) as of immediately prior to the First Effective Time minus (ii) the number of shares of SeatGeek common stock that are cancelled pursuant to the Business Combination Agreement;

 

•

“SeatGeek preferred stock” are to the SeatGeek Series A preferred stock, the SeatGeek Series A-1 preferred stock, the SeatGeek Series A-2 preferred stock, the SeatGeek Series B preferred stock, the SeatGeek Series C preferred stock, the SeatGeek Series D preferred stock and the SeatGeek Series D-1 preferred stock, collectively;

 

ix

•

“SeatGeek Restricted Stock” are to any SeatGeek common stock that is unvested or is subject to a repurchase option, a risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other contract with SeatGeek;

 

•

“SeatGeek RSUs” are to all outstanding restricted stock units relating to SeatGeek common stock, whether or not vested, immediately prior to the Closing under the SeatGeek, Inc. 2009 Equity Incentive Plan and the SeatGeek, Inc. 2017 Equity Incentive Plan, each as amended from time to time, or otherwise;

 

•

“SeatGeek Securities” are to the SeatGeek common stock, the SeatGeek preferred stock, the SeatGeek Options, the SeatGeek RSUs, the SeatGeek Restricted Stock and the SeatGeek Warrants (including the Designated SG Warrant);

 

•

“SeatGeek Securityholder” are to a holder of SeatGeek Securities;

 

•

“SeatGeek Series A preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series A-1 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A-1 Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series A-2 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series A-2 Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series B preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series B Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series C preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series C Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series D preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series D Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Series D-1 preferred stock” are to the shares of preferred stock, par value $0.001 per share, of SeatGeek designated as Series D-1 Preferred Stock in the SeatGeek Charter;

 

•

“SeatGeek Stockholder” are to holders of any shares of SeatGeek Capital Stock immediately prior to the Business Combination;

 

•

“SeatGeek Holders Support Agreement” are to that certain Stockholder Support Agreement, dated as of October 13, 2021, by and among RedBall, SeatGeek and the Persons set forth in Schedule I thereto, as amended from time to time;

 

•

“SeatGeek Warrants” are to all outstanding warrants issued by SeatGeek to acquire shares of SeatGeek Capital Stock;

 

•

“SEC” are to the United States Securities and Exchange Commission;

 

•

“Second Effective Time” are to the effective time of the Second Merger;

 

•

“Second Merger” are to the merger of SeatGeek, as the surviving corporation in the First Merger, with and into Merger Sub Two immediately following the First Merger and as part of the same overall transaction as the First Merger, with Merger Sub Two surviving as a wholly-owned subsidiary of New SeatGeek;

 

•

“Second Amendment” means the Second Amendment to Business Combination Agreement and Plan of Reorganization, entered into by RedBall, SeatGeek, Merger Sub One and Merger Sub Two as of March 28, 2022, a copy of which is attached to this proxy statement as Annex A-3;

 

•

“Securities Act” are to the Securities Act of 1933, as amended;

 

•

“Sponsor” are to RedBall SponsorCo LP, a Cayman Islands exempted company;

 

x

•

“Sponsor Earnout Period” are to the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date;

 

•

“Sponsor Earnout Shares” are to up to 7,187,500 shares of New SeatGeek common stock, comprised of two separate tranches of 3,593,750 shares of New SeatGeek common stock per tranche, that the Sponsor has agreed to subject to potential forfeiture to New SeatGeek for no consideration until the occurrence of the applicable Sponsor Earnout Trigger Events during the Sponsor Earnout Period;

 

•

“Sponsor Earnout Triggering Events” are to Sponsor Earnout Triggering Event I and Sponsor Earnout Triggering Event II;

 

•

“Sponsor Earnout Triggering Event I” are to the earliest of the following during the Sponsor Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $12.50 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration implying a value per share of New SeatGeek common stock greater than or equal to $12.50;

 

•

“Sponsor Earnout Triggering Event II” are to the earliest of the following during the Sponsor Earnout Period: (i) the date on which the closing price of one share of New SeatGeek common stock quoted on NYSE is greater than or equal to $15.00 for twenty of any thirty consecutive trading days; or (ii) the date on which New SeatGeek consummates a Subsequent Transaction pursuant to which stockholders of New SeatGeek have the right to receive consideration;

 

•

“Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of October 13, 2021, by and among SeatGeek, RedBall, Sponsor and each director of RedBall, as amended from time to time;

 

•

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

 

•

“Subsequent Transaction” are to the closing of a transaction or series of related transactions that is consummated after the Closing that results in (i) a change in control of New SeatGeek, directly or indirectly, immediately following such transaction or (ii) a sale or disposition of all or substantially all of the assets of New SeatGeek and its subsidiaries on a consolidated basis;

 

•

“trust account” are to the trust account established at the consummation of RedBall’s initial public offering located in the United States of America and maintained by Continental, acting as trustee;

 

•

“unaided brand awareness” represents the percentage of respondents to a survey conducted by Morning Consult between March 24 and April 2, 2021 of a nationally-representative sample of 2,000 recent US ticket purchasers with a margin of error of +/- 2% (“Morning Consult Survey”), that responded with “SeatGeek” when asked “When you think about tickets to live events likes sports, concerts, and theater, what companies, websites or apps comes to mind?”;

 

•

“warrants” are to the RedBall public warrants and the private placement warrants; and

 

•

“Warrant Subscription Agreement” are to that certain warrant subscription agreement, dated as of October 13, 2021, by and between SeatGeek and a certain investor.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to RedBall Class A ordinary shares, shares of New SeatGeek common stock or warrants include such securities underlying the RedBall units.

 

xi

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New SeatGeek stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

 

1.

No public shareholders exercise their redemption rights in connection with the proposed Business Combination, and the balance of the trust account as of the Closing is the same as its balance on April 22, 2022 of approximately $575,636,385. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Redemption Rights”.

 

2.

No warrant holders exercise any of the 19,166,667 RedBall public warrants, the 9,566,667 private placement warrants or any of the New SeatGeek Incentive Warrants that will remain outstanding following the Business Combination.

 

3.

The Sponsor contributes to New SeatGeek for no consideration 1,000,000 shares of New SeatGeek common stock upon the Closing pursuant to the terms and conditions of the Sponsor Support Agreement. The 1,000,000 shares to be contributed are not included in outstanding share calculations unless expressly stated to the contrary. For further information see the section titled, “BCA Proposal — Related Agreements — Sponsor Support Agreement”.

 

4.

Neither the SeatGeek Earnout Securities nor the Sponsor Earnout Shares have vested pursuant to the applicable terms of the Business Combination Agreement. Neither the SeatGeek Earnout Securities nor the Sponsor Earnout Shares are included in the outstanding share calculations unless expressly stated to the contrary. For further information see the section titled, “BCA Proposal — The Business Combination Agreement — SeatGeek Earnout Securities”.

 

5.

(i) The PIPE Investment is consummated in accordance with its terms, with New SeatGeek issuing 9,050,000 shares of New SeatGeek common stock to the PIPE Investors and (ii) the Designated SG Warrant is exercised immediately after the consummation of the Business Combination for 950,000 shares of New SeatGeek common stock. For further information see the section titled, “BCA Proposal — Related Agreements — Subscription Agreements”.

 

6.

Aggregate Cash Consideration to be paid to SeatGeek Stockholders is zero. For further information see the section titled, “BCA Proposal — The Business Combination Agreement — Conversion of Securities”.

 

7.

Other than in connection with the PIPE Investment and Designated SG Warrant Investment, there are no other issuances of equity securities of RedBall prior to or in connection with the First Effective Time.

 

8.

The “No Redemption” scenario is based on the following assumptions: (i) no RedBall public shareholders exercise their redemption rights in connection with the Business Combination; (ii) New SeatGeek issues 108,958,783 shares of New SeatGeek common stock to SeatGeek Stockholders, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022 as part of the Aggregate Transaction Consideration pursuant to the Business Combination Agreement; (iii) the Aggregate Cash Consideration paid to SeatGeek Stockholders is zero and the Exchange Ratio is estimated to be 0.6863 as of April 22, 2022; (iv) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (v) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (vi) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (vii) the Sponsor Earnout Shares are vested in full; (viii) there are no SeatGeek Earnout Securities issued and outstanding; (ix) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; (x) there are no other issuances of equity interests of New

 

xii

SeatGeek; (xi) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; and (xii) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested.

 

9.

The “Maximum Redemption” scenario is based on the following assumptions: (i) 40,563,638 RedBall public shares are redeemed in connection with the Business Combination (based on the trust account amount as of April 22, 2022 of approximately $575,636,385, RedBall’s estimate of the number of RedBall public shares that could be redeemed in connection with the Business Combination, in the aggregate, while still satisfying the closing conditions contained in the Business Combination Agreement, including the minimum cash condition that requires proceeds of $200.0 million (excluding $100.0 million of proceeds from the PIPE Investment and the sale of the Designated SG Warrant and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses), and assuming the issuance of 6,500,000 shares of New SeatGeek common stock pursuant to the Backstop Subscription); (ii) New SeatGeek issues 108,958,783 shares of New SeatGeek common stock to SeatGeek Stockholders, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022, as part of the Aggregate Transaction Consideration pursuant to the Business Combination Agreement; (iii) the Aggregate Cash Consideration paid to SeatGeek Stockholders is zero and the Exchange Ratio is estimated to be 0.6863 as of April 22, 2022, (iv) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (v) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (vi) 6,500,000 shares of New SeatGeek common stock are issued to the Sponsor in the Backstop Subscription; (vii) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (viii) the Sponsor Earnout Shares are vested in full; (ix) there are no SeatGeek Earnout Securities issued and outstanding; (x) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; (xi) there are no other issuances of equity interests of New SeatGeek; (xii) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; and (xiii) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested. Because the “Maximum Redemption” scenario assumes the satisfaction of the minimum cash condition, and that condition may be waived, there is no assurance that the actual number of RedBall public shares redeemed in the consummation of the Business Combination will not exceed 40,563,638.

 

xiii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain statements that are forward-looking statements for purposes of the safe harbor provisions under the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Business Combination and expectations regarding the combined business, and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of the respective management of SeatGeek and RedBall and are not predictions of actual performance. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RedBall nor SeatGeek presently knows, or that RedBall or SeatGeek currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Except as may be required under applicable securities laws, RedBall and SeatGeek do not undertake any obligation to update these forward-looking statements and RedBall and SeatGeek specifically disclaim any obligation to do so. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

RedBall’s ability to complete the Business Combination or, if RedBall does not consummate such Business Combination, any other initial business combination;

 

•

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:

 

•

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE of the shares of New SeatGeek common stock to be issued in connection with the First Merger, (v) that New SeatGeek have at least $5,000,001 of net tangible assets upon Closing, and (vi) the absence of any injunctions;

 

•

that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek;

 

•

that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall;

 

•

the projected financial information, business and operating metrics, anticipated growth rate, and market opportunity of New SeatGeek;

 

•

the ability to obtain or maintain the listing of New SeatGeek common stock and New SeatGeek warrants on NYSE following the Business Combination;

 

xiv

•

our public securities’ potential liquidity and trading;

 

•

our ability to raise financing in the future;

 

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

•

RedBall officers and directors allocating their time to other businesses and potentially having conflicts of interest with RedBall’s business or in approving the Business Combination;

 

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

•

the impact of the regulatory environment and complexities with compliance related to such environment;

 

•

factors relating to the business, operations and financial performance of SeatGeek and its subsidiaries, including:

 

•

the impact of the COVID-19 pandemic;

 

•

SeatGeek’s history of operating losses and expectations of significant expenses and continuing losses for the foreseeable future;

 

•

the ability of SeatGeek to maintain an effective system of internal control over financial reporting;

 

•

the ability of SeatGeek to respond to economic and other factors adversely affecting the live event industry and general economic conditions;

 

•

the ability of SeatGeek to grow market share in its existing markets or any new markets it may enter;

 

•

the ability of SeatGeek to manage its growth effectively;

 

•

the ability of SeatGeek to manage market and technology trends;

 

•

the ability of SeatGeek to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

 

•

the ability of SeatGeek to maintain and enhance its products and brand, and to attract customers;

 

•

the success of strategic relationships with third parties;

 

•

the risk of cybersecurity attacks, data loss or other breaches of SeatGeek’s network security; and

 

•

the ability of SeatGeek to comply with governmental regulations; and

 

•

other factors detailed under the section titled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or SeatGeek. There can be no assurance that future developments affecting us or SeatGeek will be those that we or SeatGeek have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of SeatGeek) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 30 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our or SeatGeek’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the continued spread of COVID-19 or variants thereof. It is not possible to predict or identify all such risks. RedBall

 

xv

and SeatGeek undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any RedBall shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us, SeatGeek and/or New SeatGeek.

 

xvi

QUESTIONS AND ANSWERS FOR REDBALL SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to RedBall’s shareholders. RedBall urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held exclusively online via live audio-only webcast, at [●] [a.m.] [p.m.] Eastern Time, on [●], 2022, or at such other date, time and place to which such meeting may be adjourned or postponed.

Q:    Why am I receiving this proxy statement/prospectus?

A:    RedBall shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, (i) the merger of Merger Sub One with and into SeatGeek, with SeatGeek surviving the First Merger as a wholly owned subsidiary of New SeatGeek and (ii) immediately after the First Merger, the merger of SeatGeek as the surviving corporation in the First Merger with and into Merger Sub Two, with Merger Sub Two surviving the Second Merger as a wholly owned subsidiary of New SeatGeek, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described in this proxy statement/prospectus. See the section titled, “BCA Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Business Combination, RedBall will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by effecting a deregistration by way of continuation under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL. As a result of the Domestication, (i) each of the then issued and outstanding RedBall Class A ordinary shares, including RedBall Class A ordinary shares underlying issued and outstanding RedBall unit, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (ii) each of the then issued and outstanding RedBall Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) each then issued and outstanding RedBall warrant, including RedBall warrants underlying issued and outstanding units of RedBall, will convert automatically into a New SeatGeek warrant, and (iv) each of the then issued and outstanding RedBall units will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. See the section titled, “Domestication Proposal” for additional information.

The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see the question “Q: What amendments will be made to the current constitutional documents of RedBall?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF REDBALL AND SEATGEEK, CAREFULLY AND IN ITS ENTIRETY.

Q:    What proposals are shareholders of RedBall being asked to vote upon?

A:    At the extraordinary general meeting, RedBall is asking holders of ordinary shares to consider and vote upon:

 

•

a proposal to approve by ordinary resolution the Business Combination and to adopt the Business Combination Agreement;

 

xvii

•

a proposal to approve by special resolution the Domestication;

 

•

a proposal to approve by special resolution the Proposed Certificate of Incorporation and Proposed Bylaws to become effective upon Domestication;

 

•

on a non-binding advisory basis, the following three separate proposals to approve by ordinary resolution certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

 

•

a change in capitalization in the authorized capital stock of RedBall from 400,000,000 RedBall Class A ordinary shares, 40,222,222 RedBall Class B ordinary shares and 1,000,000 RedBall preference shares to, 1,000,000,000 shares of common stock, par value $0.0001 per share, of New SeatGeek and 10,000,000 shares of preferred stock of New SeatGeek, as provided in the Proposed Certificate of Incorporation;

 

•

to authorize the New SeatGeek Board to issue any or all shares of New SeatGeek preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SeatGeek Board and as may be permitted by the DGCL;

 

•

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (i) changing the corporate name from “RedBall Acquisition Corp.” to “SeatGeek, Inc.,” (ii) making New SeatGeek’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation, and (iv) removing certain provisions related to RedBall’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination;

 

•

a proposal to approve by ordinary resolution of the RedBall Class B ordinary shares the directors of RedBall who will serve from the date of the approval until the earlier of the next annual general meeting or the consummation of the Business Combination;

 

•

a proposal to approve by ordinary resolution of the RedBall Class B ordinary shares the directors of New SeatGeek who will serve upon the consummation of the Business Combination;

 

•

a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of NYSE, the issuance of (i) up to 6,500,000 shares of New SeatGeek common stock to the Backstop Subscriber in the Backstop Subscription and (ii) up to 176,493,334 shares of New SeatGeek common stock (including the SeatGeek Earnout Securities and the Sponsor Earnout Shares) pursuant to the Business Combination Agreement and PIPE Investment;

 

•

a proposal to approve by ordinary resolution the 2022 Plan;

 

•

a proposal to approve by ordinary resolution the ESPP; and

 

•

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

For additional information regarding the proposals to be considered at the extraordinary general meeting, see the sections titled “BCA Proposal”, “Domestication Proposal”, “Charter Proposal”, “Advisory Organizational Documents Proposals”, “Director Election Proposals”, “Stock Issuance Proposal”, “Equity Incentive Plan Proposal”, “ESPP Proposal”, and “Adjournment Proposal.”

RedBall will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. RedBall shareholders should read this proxy statement/prospectus, including the Annexes and other documents referenced herein, carefully and in its entirety. If the RedBall shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the

 

xviii

Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

After careful consideration, the RedBall Board has determined that the BCA Proposal, the Domestication Proposal, the Charter Proposal, each of the Advisory Organizational Documents Proposals, the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of RedBall and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:    Are the proposals conditioned on one another?

A:    Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. None of the Director Election Proposal A, the Advisory Organizational Documents Proposals or the Adjournment Proposal is conditioned upon the approval of any other proposal. If our shareholders do not approve each of the proposals at the extraordinary general meeting, the Business Combination may not be consummated.

Q:    Why is RedBall proposing the Business Combination?

A:    RedBall was organized as a blank check company to effect an acquisition, through a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, one or more businesses or entities.

Based on its due diligence investigations of SeatGeek and the industry in which it operates, including the financial and other information provided by SeatGeek in the course of RedBall’s due diligence investigations, the RedBall Board believes that the Business Combination with SeatGeek is in the best interests of RedBall and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. For additional information see the section titled, “BCA Proposal — RedBall’s Board of Directors’ Reasons for the Business Combination.”

Although the RedBall Board believes that the Business Combination with SeatGeek presents a unique business combination opportunity and is in the best interests of RedBall and its shareholders, the RedBall Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section titled “BCA Proposal — RedBall’s Board of Director’s Reasons for the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to SeatGeek’s Business and Industry.”

Q:    What will SeatGeek Stockholders receive in return for RedBall’s acquisition of all of the issued and outstanding equity interests of SeatGeek?

A:    As a result of and upon the Closing, among other things, all outstanding shares of SeatGeek common stock as of immediately prior to the Closing, (i) will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million New SeatGeek Earnout Shares (or Earnout RSUs) issued

 

xix

pursuant to an earnout following the Closing, (y) up to $50 million of cash, subject to adjustments as set forth in the Business Combination Agreement, and (z) a number of shares of New SeatGeek common stock (valued at $10.00 per share), based on the Exchange Ratio, having an aggregate value equal to $1.2816 billion minus the Aggregate Cash Consideration. Each share of SeatGeek common stock converted into cash as described above, will be converted into cash in an amount equal to the Per Share Merger Consideration Value. Each share of SeatGeek common stock converted into stock as described above, will be converted into a portion of a share of New SeatGeek common stock equal to the Exchange Ratio. For further information see the section titled, “BCA Proposal — The Business Combination Agreement — Conversion of Securities.”

Q:    What equity stake will current RedBall shareholders and SeatGeek Stockholders hold in New SeatGeek immediately after the consummation of the Business Combination?

A:    As of the date of this proxy statement/prospectus, there are 71,875,000 ordinary shares issued and outstanding, which includes an aggregate of 57,500,000 RedBall Class A ordinary shares and 14,375,000 RedBall Class B ordinary shares. As of the date of this proxy statement/prospectus, there is an outstanding aggregate of 28,733,334 RedBall warrants outstanding, consisting of 9,566,667 private placement warrants held by the Sponsor and 19,166,667 public warrants. Each whole warrant entitles the holder thereof to purchase one RedBall Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New SeatGeek common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination, or the PIPE Investment, and assuming none of RedBall’s outstanding public shares are redeemed in connection with the Business Combination), RedBall’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 100,608,334 ordinary shares.

The following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the RedBall public shareholders (based on the trust account amount as of April 22, 2022 of approximately $575,636,385 and the following assumptions as of April 22, 2022: (i) no Aggregate Cash Consideration is paid to SeatGeek Stockholders and the Exchange Ratio is estimated to be 0.6863, (ii) 108,958,783 shares of New SeatGeek common stock are issued to the SeatGeek Stockholders at Closing pursuant to the BCA, which would be the number of New SeatGeek shares issued to these holders if Closing occurred on April 22, 2022; (iii) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment; (iv) the holder of the Designated SG Warrant exercises the Designated SG Warrant in full at Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at Closing; (v) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the Sponsor immediately prior to the First Effective Time; (vi) the Sponsor Earnout Shares are vested in full; (vii) there are no SeatGeek Earnout Securities issued and outstanding; (viii) none of the Sponsor and its related parties or the SeatGeek Stockholders purchase RedBall public shares in the open market; and (ix) there are no other issuances of equity interests of New SeatGeek. (x) no New SeatGeek warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock that will be outstanding immediately following Closing have been exercised; (xi) no vested or unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested.

 

xx

If all public shares are redeemed, the current public shareholders will not own any Class A ordinary shares as of immediately following the Closing. However, owners of the 19,166,667 public warrants outstanding will continue to own such public warrants even if such owner has redeemed any or all of the public shares held by them. Such 19,166,667 public warrants had an aggregate market value of approximately $17,060,250 based upon the closing price of $0.8901 per public warrant on the NYSE on April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

		New SeatGeek Ownership
		Assuming No Redemption(1)								Assuming 25% of Maximum Redemption(2)								Assuming 50% of Maximum Redemption(3)								Assuming 75% of Maximum Redemption(4)								Assuming Maximum Redemption(5)
		Shares				% of Total				Shares				% of Total				Shares				% of Total				Shares				% of Total				Shares				% of Total
SeatGeek Stockholders(6)			108,958,783				57.4	%			108,958,783				60.6	%			108,958,783				64.3	%			108,958,783				68.4	%			108,958,783				69.9	%
Public shareholders			57,500,000				30.3	%			47,359,091				26.4	%			37,218,181				22.0	%			27,077,272				17.0	%			16,936,362				10.9	%
Sponsor and related parties(7)			13,375,000				7.0	%			13,375,000				7.4	%			13,375,000				7.9	%			13,375,000				8.4	%			13,375,000				8.6	%
Backstop Subscriber			—				—	%			—				—	%			—				—	%			—				—	%			6,500,000				4.2	%
PIPE Investors and Designated SG Warrant holder(8)			10,000,000				5.3	%			10,000,000				5.6	%			10,000,000				5.9	%			10,000,000				6.3	%			10,000,000				6.4	%
New SeatGeek common stock outstanding			189,833,783				100.0	%			179,692,874				100.0	%			169,551,964				100.0	%			159,411,055				100.0	%			155,770,145				100.0	%

 

(1)	Assumes no public shares are redeemed.

(2)	Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)	Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)	Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)	Includes 445,498 shares of New SeatGeek common stock subject to forfeiture or repurchase. Excludes SeatGeek Earnout Securities (up to 35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

(7)

Includes Sponsor Earnout Shares (7,187,500 shares of New SeatGeek common stock) that are subject to vesting and forfeiture and reflects the contribution for no consideration of 1,000,000 shares of New SeatGeek common stock by the Sponsor to New SeatGeek at the Closing. Includes 150,000 shares held by the independent directors of RedBall and the 30,000 shares held by RHGM.

(8)	Assumes the holder of the Designated SG Warrant fully exercises the Designated SG Warrant at Closing.

 

xxi

In addition, the following table illustrates varying ownership levels in New SeatGeek common stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders on a fully diluted basis, assuming full exercise of (i) public warrants, private placement warrants or New SeatGeek Incentive Warrants to purchase New SeatGeek common stock, (ii) options and warrants to purchase shares of New SeatGeek common stock that will be held by equityholders of SeatGeek based on options and warrants outstanding as of April 22, 2022, (iii) vesting of all SeatGeek restricted stock units as of April 22, 2022 and (iv) the achievement of triggers for issuance of all SeatGeek Earnout Securities.

		Additional Sources of Dilution
		Assuming No Redemption(1)								Assuming 25% of Maximum Redemption(2)								Assuming 50% of Maximum Redemption(3)								Assuming 75% of Maximum Redemption(4)								Assuming Maximum Redemption(5)
		Shares				% of Total				Shares				% of Total				Shares				% of Total				Shares				% of Total				Shares				% of Total
Public warrants(6)			19,166,667				6.9	%			19,166,667				7.2	%			19,166,667				7.5	%			19,166,667				7.8	%			19,166,667				7.9	%
Private placement warrants(7)			9,566,667				3.5	%			9,566,667				3.6	%			9,566,667				3.7	%			9,566,667				3.9	%			9,566,667				4.0	%
New SeatGeek Incentive Warrants(8)			3,333,334				1.2	%			3,333,334				1.3	%			3,333,334				1.3	%			3,333,334				1.4	%			3,333,334				1.4	%
New SeatGeek Options(9)			12,556,551				4.5	%			12,556,551				4.7	%			12,556,551				4.9	%			12,556,551				5.1	%			12,556,551				5.2	%
New SeatGeek Assumed Warrants(10)			2,789,415				1.0	%			2,789,415				1.0	%			2,789,415				1.1	%			2,789,415				1.1	%			2,789,415				1.2	%
New SeekGeek RSUs(11)			3,852,453				1.4	%			3,852,453				1.4	%			3,852,453				1.5	%			3,852,453				1.6	%			3,852,453				1.6	%
SeatGeek Earnout Securities(12)			35,000,000				12.7	%			35,000,000				13.2	%			35,000,000				13.7	%			35,000,000				14.2	%			35,000,000				14.5	%
Total Additional Dilutive Sources			86,265,087				31.2	%			86,265,087				32.4	%			86,265,087				33.7	%			86,265,087				35.1	%			86,265,087				35.6	%

  

 

(1)	Assumes no public shares are redeemed.

(2)	Assumes that 10,140,909 public shares, or 25.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(3)	Assumes that 20,281,819 public shares, or 50.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(4)	Assumes that 30,422,728 public shares, or 75.0% of the shares assumed to be redeemed under the Maximum Redemption scenario, are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022).

(5)

Assumes that 40,563,638 public shares are redeemed based on an approximate redemption price of $10.00 per share (based on trust account amount as of April 22, 2022) and the issuance of 6.5 million shares pursuant to the Backstop Investment in order to satisfy the minimum cash condition included in the BCA. The minimum cash condition requires proceeds of $200.0 million, which excludes $100.0 million consisting of proceeds from the PIPE Investment and the sale of the Designated SG Warrant, and after giving effect to payments to redeeming stockholders and the payment of certain RedBall transaction expenses.

(6)	Assumes exercise of all public warrants for 19,166,667 shares of New SeatGeek common stock.

(7)	Assumes exercise of all private placement warrants for 9,566,667 shares of New SeatGeek common stock.

(8)	Assumes exercise of all New SeatGeek Incentive Warrants for 3,333,334 shares of New SeatGeek common stock.

(9)	Assumes exercise of all New SeatGeek Options for 12,556,551 shares of New SeatGeek common stock, based on SeatGeek Options outstanding as of April 22, 2022.

(10)	Assumes exercise of all New SeatGeek Warrants (other than the Designated SG Warrant) for 2,789,415 shares of New SeatGeek common stock, based on SeatGeek Warrants outstanding as of April 22, 2022.

(11)	Assumes exercise of all New SeatGeek RSUs for 3,852,453 shares of New SeatGeek common stock, based on SeatGeek RSU awards that have been granted as of April 22, 2022.

(12)	Assumes achievement of the triggers for issuance of the Earnout Securities (35,000,000 shares of New SeatGeek common stock (or restricted stock units, as applicable)).

 

xxii

Q:    How has the announcement of the Business Combination affected the trading price of RedBall Class A ordinary shares?

A:    On October 12, 2021, the most recent trading date before the public announcement of the Business Combination, RedBall’s public units, Class A ordinary shares and warrants closed at $10.25, $9.88 and $1.24, respectively. On April 22, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, RedBall’s public units, Class A ordinary shares and warrants closed at $10.21, $9.94, and $0.89, respectively.

Q:    Will RedBall or SeatGeek obtain additional equity financing in connection with the Business Combination?

A:    Yes. In connection with the closing of Business Combination, the PIPE Investors have agreed to purchase in the aggregate 9,050,000 shares of New SeatGeek common stock, for $90.5 million of gross proceeds in the PIPE Investment, SeatGeek has agreed to issue the Designated SG Warrant for $9.5 million of gross proceeds in the Designated SG Warrant Investment, and if RedBall requires such funds in connection with the Business Combination, the Backstop Subscriber has agreed, subject to the terms and conditions of the Backstop Subscription Agreement, to purchase in the aggregate up to 6,500,000 shares of New SeatGeek common stock, for $65,000,000 of gross proceeds in the Backstop Subscription. We will not know whether funds from the Backstop Subscription will be required until the expiration of redemption rights in respect of our public shares. For further information see the section titled, “BCA Proposal — Related Agreements — Subscription Agreements.”

Q:    Why is RedBall proposing the Domestication?

A:    The RedBall Board believes that there are significant advantages to us that will arise as a result of a change of RedBall’s domicile to Delaware. Further, the RedBall Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. The RedBall Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of RedBall and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance, and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in more detail in the section titled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, RedBall will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which RedBall will be domesticated and continue as a Delaware corporation and change its name to “SeatGeek, Inc.”

The approval of the Domestication Proposal by our shareholders is a condition to the consummation of the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the RedBall ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q:    What will happen to my RedBall ordinary shares, redeemable warrants and/or units in the business combination transaction?

A:    In connection with the Business Combination, RedBall’s jurisdiction of incorporation will change from the Cayman Islands to the State of Delaware by deregistering RedBall by way of continuation as an exempted company in the Cayman Islands and domestication as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

 

xxiii

As a result of and at the effective time of the Domestication, among other things,

 

•

each of the then issued and outstanding Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock. We expect that immediately after the consummation of the Business Combination this common stock will trade on the NYSE under the ticker “STGK” similar to your existing RedBall Class A ordinary shares;

 

•

each then issued and outstanding RedBall warrant to acquire RedBall Class A ordinary shares will convert automatically into a New SeatGeek warrant. We expect that immediately after the consummation of the Business Combination these warrants will trade on the NYSE under the ticker “STGK.WS” similar to your existing RedBall warrants; and

 

•

each then issued and outstanding RedBall units will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek warrant to acquire one share of New SeatGeek common stock.

After the Business Combination, and assuming approval by the NYSE, New SeatGeek common stock and New SeatGeek public warrants will only trade separately and not as units.

Q:    What amendments will be made to the current constitutional documents of RedBall?

A:    The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, RedBall shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace RedBall’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in several respects, including the following:

 

		The Cayman Constitutional Documents		The Proposed Organizational Documents
Authorized Shares (Advisory Organizational Documents Proposal A)		The Cayman Constitutional Documents authorize 441,000,000 shares, consisting of 400,000,000 RedBall Class A ordinary shares, par value $0.0001 per share, 40,000,000 RedBall Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share.		The Proposed Organizational Documents authorize 1,010,000,000 shares, consisting of 1,000,000,000 shares of New SeatGeek common stock and 10,000,000 shares of New SeatGeek preferred stock.
		See paragraph 5 of the Cayman Constitutional Documents.		See Article IV, Section A of the Proposed Certificate of Incorporation.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Advisory Organizational Documents Proposal B)		The Cayman Constitutional Documents authorize the issuance of 1,000,000 preference shares with such designations, rights and preferences as may be determined from time to time by the RedBall Board. Accordingly, the RedBall Board is empowered under the Cayman Constitutional		The Proposed Organizational Documents authorize the board of directors to make issuances of all or any shares of Preferred Stock in one or more classes or series, with such terms and conditions and at such future dates as may be expressly determined by the board

 

xxiv

		The Cayman Constitutional Documents		The Proposed Organizational Documents
		Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.		of directors and as may be permitted by the DGCL.
		See paragraph and Article 3 of the Cayman Constitutional Documents.		See Article IV, Section B of the Proposed Certificate of Incorporation.
Corporate Name (Advisory Organizational Documents Proposal C)		The Cayman Constitutional Documents provide that the name of the company is “RedBall Acquisition Corp.”		The Proposed Organizational Documents provide that the name of the corporation will be “SeatGeek, Inc.”
		See paragraph 1 of the Cayman Constitutional Documents.		See Article I of the Proposed Certificate of Incorporation.
Perpetual Existence (Advisory Organizational Documents Proposal C)		The Cayman Constitutional Documents provide that if RedBall does not consummate a business combination (as defined in the Cayman Constitutional Documents) by August 17, 2022, RedBall will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate RedBall’s trust account.		The Proposed Organizational Documents do not include any provisions relating to New SeatGeek’s ongoing existence; the default under the DGCL will make New SeatGeek’s existence perpetual.
		See Article 49.7 of the Cayman Constitutional Documents.		.
Takeovers by Interested Stockholders (Advisory Organizational Documents Proposal C)		The Cayman Constitutional Documents do not provide restrictions on takeovers of RedBall by a related shareholder following a business combination.		The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, New SeatGeek will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.
Exclusive Forum (Advisory Organizational Documents Proposal C)		The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.		The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

 

xxv

		The Cayman Constitutional Documents		The Proposed Organizational Documents
				See Article VIII, Section B of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company (Advisory Organizational Documents Proposal C)		The Cayman Constitutional Documents include various provisions related to RedBall’s status as a blank check company prior to the consummation of a business combination.		The Proposed Organizational Documents do not include such provisions related to RedBall’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as RedBall will cease to be a blank check company at such time.
		See Article 49.13 of the Cayman Constitutional Documents.

Q:    How will the Domestication affect my RedBall ordinary shares, warrants and units?

A:    As a result of the Domestication, each of the then issued and outstanding (i) RedBall Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (ii) RedBall Class B ordinary shares, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (iii) redeemable RedBall warrants will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock, and (iv) RedBall units will be cancelled and will entitle the holder thereof to one share of New SeatGeek common stock and one-third of one New SeatGeek warrant. For additional information see the section titled, “Domestication Proposal.”

Q:    What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of RedBall public shares and RedBall public warrants?

A:    As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Domestication so qualifies, and subject to the “passive foreign investment company” (or “PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) will be subject to Section 367(b) of the Code and, as a result:

 

•

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of RedBall’s earnings in income;

 

•

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% of the total value of all classes of our stock generally will recognize gain (but not loss) on the exchange of RedBall Class A ordinary shares for shares of New SeatGeek common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its RedBall Class A ordinary shares provided certain other requirements are satisfied; and

 

•

a U.S. Holder whose RedBall Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total

 

xxvi

combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its RedBall Class A ordinary shares provided certain other requirements are satisfied.

RedBall does not expect to have significant, if any, cumulative earnings and profits through the date of the Domestication.

RedBall believes that it is likely classified as a PFIC. If RedBall is a PFIC, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, would generally require a U.S. Holder to recognize gain on the exchange of RedBall Class A ordinary shares or RedBall public warrants for shares of New SeatGeek common stock or warrants pursuant to the Domestication. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations - PFIC Considerations - QEF Election and Mark-to-Market Election” with respect to their RedBall Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to RedBall public warrants, and the application of the PFIC rules to RedBall public warrants is uncertain. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of RedBall Class A ordinary shares or RedBall public warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of RedBall Class A ordinary shares and warrants for New SeatGeek common stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New SeatGeek common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:    What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

A:    We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New SeatGeek common stock will generally be treated as selling such New SeatGeek common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New SeatGeek common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled, “U.S. Federal Income Tax Considerations.”

 

xxvii

Additionally, because the Domestication will occur prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders of RedBall Class A ordinary shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:    What are the material U.S. federal income tax consequences to U.S. Holders of the Mergers?

A:    We expect that U.S. holders (as defined in “U.S. Federal Income Tax Considerations”) of RedBall Class A ordinary shares who receive New SeatGeek common stock in the Domestication and who do not elect to redeem their shares of New SeatGeek common stock will not recognize gain or loss for U.S. federal income tax purposes as a result of the Mergers that effect the Business Combination. For a more complete discussion of the U.S. federal income tax considerations of the Mergers to U.S. Holders of RedBall Class A ordinary shares, see the section titled, “U.S. Federal Income Tax Considerations – U.S. Holders – Mergers.”

Q:    How do I exercise my redemption rights?

A:    If you are a public shareholder and you seek to have your shares redeemed, you must:

 

•

(i) hold RedBall public shares, or (ii) if you hold RedBall units, elect to separate your units into the underlying RedBall public shares and public warrants prior to exercising your redemption rights with respect to the RedBall public shares;

 

•

submit a written request to Continental, RedBall’s transfer agent, that New SeatGeek redeem all or a portion of your RedBall public shares for cash;

 

•

affirmatively certify in your request for redemption to the transfer agent if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

•

deliver your RedBall public shares to the transfer agent, either physically or electronically through The Depository Trust Company’s DWAC system (“DTC”).

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●] (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of RedBall units must elect to separate the units into the underlying RedBall public shares and warrants prior to exercising redemption rights with respect to the RedBall public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying RedBall public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public shareholders may elect to have RedBall redeem their RedBall public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the RedBall public shares will be returned to the respective holder, broker or bank.

Any request for redemption, once made by a public shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. In addition, if you deliver your shares for redemption to RedBall’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that RedBall’s transfer agent return your shares (physically or electronically). You may make such request by contacting RedBall’s transfer agent at the phone number or address listed at the end of this section.

 

xxviii

Any corrected or changed written demand of redemption must be received by RedBall’s secretary two (2) business days prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the extraordinary general meeting.

Public shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is RedBall’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, RedBall does not have any control over this process and it may take longer than two (2) weeks. RedBall shareholders who hold their public shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a public shareholder properly demands redemption as described above, then, if the Business Combination is completed, RedBall will redeem the shares subject to the redemption for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your RedBall public shares for cash and will no longer own such RedBall public shares following the Business Combination.

If you are a public shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any RedBall warrants that you may hold. Your RedBall public warrants will continue to be outstanding following a redemption of your RedBall public shares and will be exercisable in accordance with their terms following completion of the Business Combination.

If you intend to seek redemption of your RedBall public shares, you will need to deliver your shares (either physically or electronically) to RedBall’s transfer agent prior to the extraordinary general meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your RedBall public shares, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf & Celeste Gonzalez

E-mail: fwolf@continentalstock.com

E-mail: cgonzalez@continentalstock.com

Q:    If I am a holder of RedBall units, can I exercise redemption rights with respect to my RedBall units?

A:    No. Holders of RedBall units must elect to separate the RedBall units into the underlying RedBall public shares and RedBall public warrants prior to exercising redemption rights with respect to the RedBall public shares. If you hold your RedBall units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the RedBall units into the underlying RedBall public shares and RedBall public warrants, or if you hold RedBall units registered in your own name, you must contact Continental, RedBall’s transfer agent, directly and instruct them to do so. You must cause your RedBall units to be separated and your RedBall public shares delivered to the transfer agent, by 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to the RedBall public shares underlying your RedBall units.

 

xxix

Q:    What are the U.S. federal income tax consequences of exercising my redemption rights?

A:    It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New SeatGeek common stock will generally be treated as selling such New SeatGeek common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New SeatGeek common stock that such U.S. Holder owns or is deemed to own (including constructively and through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled, “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under the section titled, “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:    What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:    Following the closing of RedBall’s initial public offering, an amount equal to $575.0 million of the net proceeds from RedBall’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of April 22, 2022, funds in the trust account totaled approximately $575,636,385 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of:

 

•

the completion of the Business Combination;

 

•

the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (i) to modify the substance or timing of RedBall’s obligation to allow for redemption in connection with RedBall’s initial business combination or to redeem 100% of the public shares if it does not complete a business combination by August 17, 2022 or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and

 

•

the redemption of all of the public shares if RedBall is unable to complete a business combination by August 17, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of RedBall public shares who properly exercise their redemption rights; to pay the Aggregate Cash Consideration payable under the Business Combination Agreement; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New SeatGeek following the Business Combination. For further information see the section titled, “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

 

xxx

Q:    What happens if a substantial number of public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

A:    Our public shareholders are not required to vote for or against the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be approved by our shareholders and consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders.

Our Cayman Constitutional Documents do not provide a specified maximum redemption threshold, except that in no event will RedBall redeem its public shares in an amount that would cause New SeatGeek’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The obligations of SeatGeek to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $200.0 million. This condition is for the sole benefit of SeatGeek, and if such condition is not satisfied or waived by SeatGeek, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

The obligations of RedBall to consummate the Business Combination are conditioned on, among other things, that the amount of cash available in the trust account or otherwise held by RedBall immediately prior to the Closing (including amounts, if any, funded in the Backstop Subscription, but excluding the proceeds of the PIPE Investment), after deducting the amounts required to satisfy RedBall’s obligations to its shareholders (if any) that elect to have RedBall redeem their RedBall public shares, repayment of our indebtedness, the Excluded RedBall Transaction Expenses and the Excess RedBall Transaction Expenses is at least equal to $135.0 million. This condition is for the sole benefit of RedBall, and if such condition is not satisfied or waived by RedBall, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.

Q:    What conditions must be satisfied to complete the Business Combination?

A:    The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RedBall and SeatGeek, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE the shares of New SeatGeek common stock to be issued in connection with the Business Combination, (v) the minimum cash conditions described in the immediately preceding question/answer, (vi) that RedBall have at least $5,000,001 of net tangible assets upon Closing, and (vii) the absence of any injunctions.

For further information about conditions to the consummation of the Business Combination, see the section titled “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — BCA Proposal — The Business Combination Agreement — Closing Conditions.”

Q:    When do you expect the Business Combination to be completed?

A:    It is currently expected that the Business Combination will be consummated in the second quarter of 2022. This timing depends, among other things, on the approval of the proposals to be put to RedBall shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by RedBall’s shareholders at the extraordinary general meeting and RedBall elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more Proposals at the extraordinary general meeting.

 

xxxi

Q:    What happens if the Business Combination is not consummated?

A:    RedBall will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If RedBall is not able to complete the Business Combination with SeatGeek or another business combination by August 17, 2022, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, RedBall will:

 

•

cease all operations except for the purpose of winding up;

 

•

as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and

 

•

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q:    Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:    Neither RedBall shareholders nor RedBall warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL. For more information see the section titled, “Appraisal Rights”.

Q:    What do I need to do know?

A:    RedBall urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. RedBall shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:    How do I vote?

A:    If you are a record owner of your RedBall ordinary shares, there are two ways to vote your shares at the extraordinary general meeting:

You Can Vote by Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the RedBall Board “FOR” the BCA Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, in the case of holders of RedBall Class B ordinary shares only, the election of each of the director nominees pursuant to each of the Director Election Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Shareholders Meeting and Vote Remotely. You will be able to vote your shares and submit questions during the extraordinary general meeting webcast by logging into http://www.cstproxyvote.com using the control number included in your proxy card. If you wish to submit a question during the extraordinary general meeting, log into the extraordinary general meeting platform at https://www.cstproxy.com/redballac/2022, type your question into the “Ask a Question” field, and click “Submit.” We will respond to as many properly submitted questions during the relevant portion of the extraordinary general meeting agenda as time allows.

 

xxxii

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the extraordinary general meeting and vote remotely and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way RedBall can be sure that the broker, bank or nominee has not already voted your shares.

Q:    If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:    No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:     When and where will the extraordinary general meeting be held?

A:    The extraordinary general meeting will be held exclusively online via live audio-only webcast, at [•] [a.m.] [p.m.] Eastern Time, on [●], 2022, or at such other date, time and place to which such meeting may be adjourned or postponed.

Q:    Who is entitled to vote at the extraordinary general meeting?

A:    RedBall has fixed April 22, 2022 as the record date for the extraordinary general meeting. If you were a RedBall shareholder at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote their shares if such shareholder is present in person or is represented by proxy at the extraordinary general meeting.

Q:    How many votes do I have?

A:    RedBall shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 71,875,000 ordinary shares issued and outstanding, of which 57,500,000 were issued and outstanding RedBall public shares.

Q:    What constitutes a quorum?

A:    A quorum of RedBall shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding RedBall ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 35,937,501 RedBall ordinary shares would be required to achieve a quorum.

 

xxxiii

Q:    What vote is required to approve each proposal at the extraordinary general meeting?

A:    The following votes are required for each proposal at the extraordinary general meeting:

 

•

BCA Proposal: Approval of the BCA Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall –– BCA Proposal”;

 

•

Domestication Proposal: Approval of the Domestication Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information, see “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Domestication Proposal”;

 

•

Charter Proposal: Approval of the Charter Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Charter Proposal”;

 

•

Advisory Organizational Documents Proposals: The separate approval, on a non-binding advisory basis, of each of the Advisory Organizational Documents Proposals requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Advisory Organizational Documents Proposals”;

 

•

Director Election Proposals: Approval of the Director Election Proposals requires the affirmative vote of a majority of the RedBall Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Director Election Proposals”;

 

•

Stock Issuance Proposal: Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Stock Issuance Proposal”;

 

•

Equity Incentive Plan Proposal: Approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Equity Incentive Plan Proposal”;

 

•

ESPP Proposal: Approval of the ESPP Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — ESPP Proposal”; and

 

•

Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. For further information see the section titled, “Extraordinary General Meeting in lieu of Annual General Meeting of RedBall — Adjournment Proposal”.

Q:    What are the recommendations of the RedBall Board?

A:    The RedBall Board has determined that the Business Combination Agreement and the transactions contemplated thereby, including the Domestication and the Mergers, are in the best interests of RedBall and our

 

xxxiv

shareholders and unanimously recommends that our shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Advisory Organizational Documents Proposals, “FOR” the Director Election Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal (if presented to the extraordinary general meeting).

As you consider the recommendations of the RedBall Board, keep in mind that the existence of financial and personal interests of one or more of RedBall’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RedBall and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote in favor of the proposals at the extraordinary general meeting. In addition, RedBall’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “BCA Proposal — Interests of RedBall’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:    How does the Sponsor intend to vote its shares?

A:    Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of RedBall have agreed to vote all of their founder shares and any RedBall public shares they may hold in favor of all of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including RedBall’s directors) and RHGM own 20.0% of the issued and outstanding RedBall ordinary shares.

Q:    What happens if I sell my RedBall ordinary shares before the extraordinary general meeting?

A:    The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your RedBall public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:    May I change my vote after I have mailed my signed proxy card?

A:    Yes. If you are a record owner of your RedBall ordinary shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

 

•

you may send another proxy card with a later date;

 

•

you may notify RedBall’s secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

 

•

you may attend the extraordinary general meeting, revoke your proxy and vote remotely as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Q:    What happens if I fail to take any action with respect to the extraordinary general meeting?

A:    If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by our shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New SeatGeek. If you fail to take any action with respect to the extraordinary

 

xxxv

general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of RedBall. However, whether or not you vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your RedBall public shares in connection with the Business Combination (if time permits).

Q:    What should I do with my share certificates, warrant certificates or unit certificates?

A:    RedBall shareholders who intend to exercise redemption rights for their RedBall public shares must deliver (electronically) their share certificates to Continental, RedBall’s transfer agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described in this proxy statement/prospectus prior to 5:00 p.m., Eastern Time, on [●], 2022 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their RedBall public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their RedBall public shares.

Upon the Domestication, the outstanding RedBall Class A ordinary shares, RedBall Class B ordinary shares, RedBall warrants and RedBall units will automatically convert into (i) shares of New SeatGeek common stock, on a one-to-one basis, with respect to RedBall Class A ordinary shares and RedBall Class B ordinary shares, (ii) New SeatGeek warrants, on a one-to-one basis, with respect to the RedBall warrants, and (iii) one share of New SeatGeek common stock and one-third of one New SeatGeek warrant, with respect to each RedBall unit, and the holders of such securities do not need to take any action and, accordingly, such holders should not submit any certificates relating to such RedBall securities (unless such holder elects to redeem the RedBall public shares in accordance with the procedures set forth above).

Q:    What should I do if I receive more than one set of voting materials?

A:    Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your RedBall ordinary shares.

Q:    Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:    RedBall will pay the cost of soliciting proxies for the extraordinary general meeting. RedBall has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. RedBall has agreed to pay Morrow Sodali a fee of $40,000, plus disbursements not to exceed $10,000 in the aggregate (to be paid with non-trust account funds). RedBall will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of RedBall Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of RedBall Class A ordinary shares and in obtaining voting instructions from those owners. RedBall’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:    Where can I find the voting results of the extraordinary general meeting?

A:    The preliminary voting results will be expected to be announced at the extraordinary general meeting. RedBall will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

xxxvi

Q:    Who can help answer my questions?

A:    If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Morrow Sodali Global LLC

333 Ludlow Street

5th Floor, South Tower

Stamford, CT 06902

Individuals, please call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: RBAC.info@investor.morrowsodali.com

You also may obtain additional information about RedBall from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of RedBall public shares and you intend to seek redemption of your RedBall public shares, you will need to deliver your RedBall public shares (electronically) to Continental, RedBall’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their RedBall public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2022 (two (2) business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th floor

New York, NY 10004

Attention: Francis Wolf & Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

 

xxxvii

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16