UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The terms “the Company,” “we,” “our” or “SEAH” and similar or derivative terms in this Current Report on Form 8-K refer to Sports Entertainment Acquisition Corp., except where the context otherwise requires.
On January 26, 2022, SEAH held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, a total of 35,166,723 (62.52%) of the Company’s issued and outstanding shares of common stock held of record as of December 30, 2021, were present either in person or by proxy, which constituted a quorum. The shareholders voted on the following proposals at the Special Meeting, each of which was described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2022.
| 1. | Business Combination Proposal. To consider and vote upon a proposal to approve the business combination agreement, dated as of April 23, 2021 (the “Business Combination Agreement”), by and among SEAH, SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey, Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey, Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Super Group (SGHC) Limited, and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company, and the transactions contemplated thereby, pursuant to which Super Group (SGHC) Merger Sub, Inc. will merge with and into SEAH, with SEAH surviving the merger as a wholly owned subsidiary of Super Group (SGHC) Limited. (such proposal, the “Business Combination Proposal”). The Business Combination Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR |
AGAINST |
ABSTAIN | ||
| 34,579,356 |
586,259 | 1,108 |
| 2. | Equity Incentive Plan Proposal. To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (such proposal, the “Equity Incentive Plan Proposal”). The Equity Incentive Plan Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR |
AGAINST |
ABSTAIN | ||
| 26,532,722 |
7,754,538 | 879,463 |
| 3. | Employee Stock Purchase Plan Proposal. To consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan (such proposal, the “Employee Stock Purchase Plan Proposal”). The Employee Stock Purchase Plan Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR |
AGAINST |
ABSTAIN | ||
| 33,323,891 |
961,964 | 880,868 |
| Item 8.01 | Other Events |
A total of 24,774,309 shares of Class A common stock of SEAH were presented for redemption in connection with the Special Meeting. As a result, there will be approximately $202.4 million remaining in the trust account following redemptions.
The Business Combination Agreement provides that the obligations of SGHC Limited, Super Group (SGHC) Limited and Super Group (SGHC) Merger Sub, Inc. to consummate the transactions contemplated by the Business Combination Agreement are conditioned on, among other things, a requirement that the amount of cash available in SEAH’s trust account following the Special Meeting, after deducting the amounts payable, if any, to public
stockholders pursuant to the SEAH stockholder redemption right is equal to or greater than $300,000,000 (the “Minimum Available SEAH Cash Amount”). SGHC Limited, Super Group (SGHC) Limited and Super Group (SGHC) Merger Sub, Inc. have agreed to waive the failure to satisfy this Minimum Available SEAH Cash Amount condition.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release, dated January 26, 2022 | |
| 104 | Cover page Interactive data file (embedded with in the inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 26, 2022
| SPORTS ENTERTAINMENT ACQUISITION CORP. | ||
| By: | /s/ Eric Grubman | |
| Name: | Eric Grubman | |
| Title: | Chief Financial Officer | |