|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
(Address of Principal Executive Offices, including zip code)
|
(
|
(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
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
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||
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||
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☐ Large accelerated filer
|
☐ Accelerated filer
|
|
☒
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Page
|
||
PART 1 – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
18
|
|
Item 3.
|
20 | |
Item 4.
|
20
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
21
|
|
Item 1A.
|
21
|
|
Item 2.
|
21
|
|
Item 3.
|
21
|
|
Item 4.
|
21 | |
Item 5.
|
21 | |
Item 6.
|
21 | |
22 |
September 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’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
|
|
||||||
Promissory note- related party
|
||||||||
Total Current Liabilities
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and contingencies
|
||||||||
Class A common stock subject to possible redemption,
|
|
|
||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Stockholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
Total Liabilities and Stockholders’ Deficit
|
$
|
|
$
|
|
Three Months
Ended
September 30,
|
Nine Months
Ended
September 30,
|
For the
Period from July 30, 2020 (Inception) through September 30,
|
||||||||||
2021
|
2021
|
2020 | ||||||||||
General and administrative expenses
|
$
|
|
$
|
|
$ | |||||||
Loss from operations
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Other loss:
|
||||||||||||
Interest earned on investments held in Trust Account
|
|
|
||||||||||
Change in fair value of warrant liabilities
|
(
|
)
|
(
|
)
|
||||||||
Total other loss, net
|
(
|
)
|
(
|
)
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$ | ( |
) | |||
Weighted average shares outstanding of Class A common stock
|
|
|
||||||||||
Basic and diluted loss per share, Class A common stock
|
$
|
(
|
)
|
$
|
(
|
)
|
$ | |||||
Weighted average shares outstanding of Class B common stock
|
|
|
||||||||||
Basic and diluted net loss per share, Class B common stock
|
$
|
(
|
)
|
$
|
(
|
)
|
$ |
Class B
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance – January 1, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (unaudited)
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance – June 30, 2021 (unaudited)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net loss |
— |
( |
) | ( |
) | |||||||||||||||
Balance – September 30,
2021 (unaudited)
|
$ | $ | $ | ( |
) | $ | ( |
) |
|
Class B
Common Stock |
Additional
Paid-in
|
Retained
Earnings / (Accumulated |
Total
Stockholders’
|
||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity
|
|||||||||||||||
Balance – July 30, 2020 (inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Issuance of Class B common stock to Sponsor
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance – September 30, 2020
|
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
|
Nine Months Ended
September 30,
|
For The Period From
July 30, 2020
(Inception) Through
September 30,
|
|||||||
2021
|
2020
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$ | ( |
|||
Adjustments to reconcile net income 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:
|
||||||||
Proceeds from issuance of Class B common stock to Sponsor |
|
|||||||
Proceeds from promissory note - related party
|
|
|||||||
Payment of offering costs
|
(
|
)
|
(
|
|||||
Net cash provided by financing activities
|
|
|
||||||
|
||||||||
Net Change in Cash
|
(
|
)
|
|
|||||
Cash – Beginning of period
|
|
|
||||||
Cash – End of period
|
$
|
|
$
|
|
||||
|
||||||||
Non-Cash Investing and Financing Activities: |
||||||||
Offering costs included in accrued offering costs |
$ |
|
$ |
As Previously
Reported
|
Adjustment
|
As Restated
|
||||||||||
Balance Sheet as of December 31, 2020 (audited)
|
||||||||||||
Class A common stock subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
Class A common stock
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Additional paid-in capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Accumulated Deficit
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Total Stockholders’ Equity (Deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Gross proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$
|
(
|
)
|
|
Class A common shares issuance costs
|
$
|
(
|
)
|
|
Plus:
|
||||
Accretion of carrying value to redemption value
|
$
|
|
||
Class A common shares subject to possible redemption
|
$
|
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
For the Period from July 30,
2020 (Inception) Through
September 30, 2020
|
||||||||||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||||||||
Basic and diluted net loss per common stock
|
||||||||||||||||||||||||
Numerator:
|
||||||||||||||||||||||||
Allocation of net loss, as adjusted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||
Denominator:
|
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
|
|
|
|
||||||||||||||||||
Basic and diluted net loss per 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
|
September 30, 2021
|
December 31, 2020
|
|||||||||
Assets:
|
||||||||||||
Money Market Fund
|
1
|
$
|
|
N/A
|
||||||||
Liabilities:
|
||||||||||||
Warrant Liability – Public
Warrants
|
1
|
$
|
|
$
|
|
|||||||
Warrant Liability – Private
Placement Warrants
|
3
|
$
|
|
$
|
|
September 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 September 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 1A. |
Risk Factors.
|
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
|
|
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: November 12, 2021
|
By:
|
/s/ John Collins
|
Name:
|
John Collins
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: November 12, 2021
|
By:
|
/s/ Eric Grubman
|
Name:
|
Eric Grubman
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Accounting and Financial Officer)
|