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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, including zip code)
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(
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(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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☐ Large accelerated filer
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☐ Accelerated filer
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☒
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Page
|
||
PART 1 – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
15
|
|
Item 3.
|
17
|
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Item 4.
|
17
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PART II – OTHER INFORMATION
|
||
Item 1.
|
18
|
|
Item 1A.
|
18
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|
Item 2.
|
18
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|
Item 3.
|
18
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|
Item 4.
|
18
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|
Item 5.
|
18
|
|
Item 6.
|
18
|
|
19
|
June 30,
2021
|
December 31,
2020
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and contingencies
|
||||||||
Class A common stock subject to possible redemption,
|
|
|
||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Equity
|
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
|
$
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||
2021
|
2021
|
|||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other income (expense):
|
||||||||
Interest earned on investments held in Trust Account
|
|
|
||||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||
Total Other expense, net
|
(
|
)
|
(
|
)
|
||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average shares outstanding of Class A common stock
|
|
|
||||||
Basic and diluted income per share, Class A common stock
|
$
|
|
$
|
|
||||
Weighted average shares outstanding of Class B non-redeemable common stock
|
|
|
||||||
Basic and diluted net (loss) per share, Class B non-redeemable common stock
|
$
|
(
|
)
|
$
|
(
|
)
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance – January 1, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Change in Class A common stock subject to possible redemption
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance – March 31, 2021 (unaudited)
|
|
|
|
|
|
(
|
)
|
|
||||||||||||||||||||
Change in Class A common stock subject to possible redemption
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$
|
(
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of warrant liabilities
|
|
|||
Interest earned on investments held in Trust Account
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
|
|||
Accrued expenses
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
Cash Flows from Financing Activities:
|
||||
Payment of offering costs
|
(
|
)
|
||
Net cash used in financing activities
|
(
|
)
|
||
Net Change in Cash
|
(
|
)
|
||
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Non-Cash Financing Activities:
|
||||
Change in Class A common stock subject to possible redemption
|
$
|
(
|
)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||
2021
|
2021
|
|||||||
Redeemable Class A Common Stock
|
||||||||
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
||||||||
Interest Income
|
$
|
|
$
|
|
||||
Less: Income Tax and Franchise Tax available to be withdrawn from the Trust Account
|
(
|
)
|
(
|
)
|
||||
Redeemable Net Income
|
$
|
|
$
|
|
||||
Denominator: Weighted Average Redeemable Class A Common Stock (1)
|
||||||||
Redeemable Class A Common Stock, Basic and Diluted
|
|
|
||||||
Income/Basic and Diluted Redeemable Class A Common Stock
|
$
|
|
$
|
|
||||
Non-Redeemable Class B Common Stock
|
||||||||
Numerator: Net Loss minus Redeemable Net Income
|
||||||||
Net Loss
|
( |
) | ( |
) | ||||
Less: Redeemable Net Income
|
||||||||
Non-Redeemable Net Loss
|
( |
) | ( |
) | ||||
Denominator: Weighted Average Non-Redeemable Class B Common Stock(1)
|
||||||||
Non-Redeemable Class B Common Stock, Basic and Diluted
|
|
|
||||||
Loss/Basic and Diluted Non-Redeemable Class B Common Stock
|
$
|
(
|
)
|
$
|
(
|
)
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon not less than
|
● |
if, and only if, the reported last sale price of the
Company’s Class A common stock equals or exceeds $
|
● |
in whole and not in part;
|
● |
at a price of $
|
● |
upon a minimum of
|
● |
if, and only if, the last reported sale price of the
Company’s Class A common stock equals or exceeds $
|
● |
if, and only if, there is an effective registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for
an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted
prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants
would use in pricing the asset or liability.
|
|
Held-To-Maturity | Amortized
Cost
|
Gross
Holding
Gain
|
Fair Value
|
|||||||||||
December 31, 2020
|
U.S. Treasury Securities (Matured on
|
$
|
|
$
|
|
$
|
|
Description
|
Level
|
June 30, 2021
|
December 31, 2020
|
|||||||||
Assets:
|
||||||||||||
Money Market Fund
|
1
|
$
|
|
N/A
|
||||||||
Liabilities:
|
||||||||||||
Warrant Liability – Public
Warrants
|
1
|
$
|
|
$
|
|
|||||||
Warrant Liability – Private
Placement Warrants
|
3
|
$
|
|
$
|
|
June 30,
2021
|
December 31,
2020
|
|||||||
Stock price
|
$
|
|
$
|
|
||||
Term (in years)
|
|
|
||||||
Volatility
|
|
%
|
|
%
|
||||
Risk-free rate
|
|
%
|
|
%
|
||||
Dividend yield
|
|
%
|
|
%
|
|
Private Placement
|
|||
Fair value as of January 1, 2021
|
$
|
|
||
Change in fair value
|
|
|||
Fair value as of June 30, 2021
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits
|
No.
|
Description of Exhibit
|
|
Business Combination Agreement, dated as of April 23, 2021, by and among the Company, the Sponsor, SGHC Limited (“Target), Super Group (SGHC)
Limited (“NewCo”), and Super Group (SGHC) Merger Sub, Inc. (“Merger Sub”) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on April 23, 2021 (File No. 001-39583))
|
||
10.2 |
Founder Holders Consent Letter, dated as of April 23, 2021, by and among the Founder Holders (as defined therein), the Company and NewCo
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 23, 2021(File No. 001-39583))
|
|
10.3 |
Form of Transaction Support Agreement, entered into as of April 23, 2021, by and among Target, NewCo, the Company and certain Shareholders (as
defined therein) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on April 23, 2021(File No. 001-39583))
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
SPORTS ENTERTAINMENT ACQUISITION CORP.
|
||
Date: August 16, 2021
|
By:
|
/s/ John Collins
|
Name:
|
John Collins
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: August 16, 2021
|
By:
|
/s/ Eric Grubman
|
Name:
|
Eric Grubman
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|