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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC URITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-39440

RedBall Acquisition Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

667 Madison Avenue, 16th Floor
New York, New York		10065
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

235-1000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant	RBAC.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	RBAC	New York Stock Exchange
Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share	RBAC WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a 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.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☒ No ☐

At June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June 30, 2021, computed by reference to the closing price for the Class A ordinary shares on such date, as reported on the New York Stock Exchange, was $561,775,000.

As of February

, 2022, the Registrant had 57,500,000 of its Class A ordinary shares, $0.0001 par value per share, and 14,375,000 of its Class B ordinary shares, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii

PART I			1

ITEM 1. BUSINESS			1

ITEM 1A. RISK FACTORS			21

ITEM IB. UNRESOLVED STAFF COMMENTS			60

ITEM 2. PROPERTIES			60

ITEM 3. LEGAL PROCEEDINGS			60

ITEM 4. MINE SAFETY DISCLOSURES			60

PART II			60

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			60

ITEM 6. SELECTED FINANCIAL DATA			61

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			61

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			67

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			67

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			67

ITEM 9A. CONTROLS AND PROCEDURES			67

ITEM 9B. OTHER INFORMATION			69

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			69

PART III			69

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			69

ITEM 11. EXECUTIVE COMPENSATION			79

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			80

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			81

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			84

PART IV			85

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			85

SIGNATURES

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report on Form

10-K

(or this “report”) may constitute “forward looking statements” for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form

10-K

may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

the ability of our officers and directors to generate a number of potential investment opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account (as defined below) or available to us from interest income on the trust account balance;

•

the proceeds of from the sale of the forward purchase shares (as defined below) not being available to us;

•

the trust account not being subject to claims of third parties; or

•

our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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” in this Annual Report on Form

10-K.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We 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.

Table of Contents

PART I

References in this report to “we,” “us,” “RedBall” or the “company” refer to RedBall Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to RedBall SponsorCo LP, a Cayman Islands exempted limited partnership. References to our “initial shareholders” refer to the holders of our Class B ordinary shares (the “founder shares”). References to “RedBird” refer to RedBird Capital Partners LLC and its affiliates. References to our “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market), and references to our “public shareholders” are to holders of our public shares. References to our “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares.

ITEM 1. BUSINESS.

Introduction

While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement our management team’s expertise and will benefit from our strategic and

hands-on

operational leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our management team represents a unique combination of operating, investing, financial and transactional experience. This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies that our management team has led, managed and/or invested in.

On August 17, 2020, we consummated our initial public offering (the “initial public offering” or “IPO”) of 57,500,000 units, including the issuance of 7,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one Class A ordinary share and

one-third

of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to an adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $575,000,000. Prior to the consummation of the initial public offering, on June 10, 2020, the sponsor received 14,375,000 founder shares in exchange for a capital contribution of $25,000. In July 2020, the sponsor transferred 30,000 founder shares to each of the company’s independent directors, and 30,000 shares to Rice, Hadley, Gates & Manuel LLC (“RHGM”), for the same

per-share

price initially paid by the sponsor. In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the initial public offering, on August 17, 2020, no founder shares were forfeited.

Simultaneously with the consummation of the initial public offering, we consummated the private sale of an aggregate of 9,566,667 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, to the sponsor at the time of the initial public offering at a price of $1.50 per warrant, generating gross proceeds, before expenses, of approximately $14,350,000 (the “private placement”). The warrants sold in the private placement, or the private placement warrants, are identical to the warrants included in the units sold in the initial public offering (the “public warrants” and, together with the private placement warrants, the “warrants”), except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by the company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the company completes its initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they will be entitled to registration rights.

Upon the closing of the initial public offering and the private placement, $575,000,000 was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “trust account”). Except with respect to interest earned on the funds held in the trust account that may be released to the company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the

Table of Contents

company’s initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months of the closing of the initial public offering (the “completion window”), subject to applicable law, or (iii) the redemption of the company’s public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association to modify the substance or timing of the company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of the public shares if the company has not consummated an initial business combination within the completion window. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in 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. The proceeds deposited in the trust account could become subject to the claims of the company’s creditors, if any, which could have priority over the claims of its public shareholders. After the payment of underwriting discounts and commissions (excluding the deferred portion of $20,125,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $752,000 in expenses relating to the initial public offering, approximately $2,170,000 of the net proceeds of the initial public offering and private placement was not deposited into the trust account and was retained by us for working capital purposes. The net proceeds deposited into the trust account remain on deposit in the trust account earning interest. As of December 31, 2021, there was approximately $575.5 million in investments and cash held in the trust account and approximately $0.5 million of cash held outside the trust account available for working capital purposes. As of December 31, 2020, none of the funds had been withdrawn from the trust account to fund the company’s working capital expenses.

We entered into forward purchase agreements (the “forward purchase agreements”) pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP

Co-Invest,

LP (each, a “forward purchase party”), affiliates of our sponsor, agreed to purchase an aggregate of $100 million of Class A ordinary shares (“forward purchase shares”) for $10.00 per share in private placements that would close simultaneously with the closing of our initial business combination. The forward purchase shares would be identical to the Class A ordinary shares included in the units sold in the initial public offering, except the forward purchase shares would be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase shares may be used for expenses in connection with the initial business combination or as part of the consideration to the sellers in the initial business combination, and any excess funds may be used for the working capital needs of the post-transaction company. The number of forward purchase shares to be purchased under these agreements is independent of the number of public shares which may be submitted for redemption in connection with the shareholder vote to approve the initial business combination and may provide us with an increased minimum funding level for the initial business combination. The forward purchase agreements are subject to conditions, including each forward purchase party giving us its irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each forward purchase party does not consent it will not be obligated to purchase the forward purchase shares. In addition, we have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements. Please see the risk factor entitled “In evaluating a prospective target business for our initial business combination, our management may consider the availability of funds from the sale of the forward purchase shares, which may be used as part of the consideration to the sellers in the initial business combination. If a forward purchase party withholds its consent confirming its commitment to purchase all or some of the forward purchase shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination” for more information. We believe our ability to complete an initial business combination may be enhanced by our entering into the forward purchase agreements with the forward purchase parties.

In connection with the Business Combination (as defined below) with SeatGeek (as defined below), the forward purchase parties elected to not purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold if we consummate the Business Combination.

Table of Contents

Proposed Business Combination

On October 13, 2021, we entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Showstop Merger Sub I Inc. a Delaware corporation and a wholly-owned subsidiary of RedBall (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of RedBall (“Merger Sub Two”), and SeatGeek, Inc., a Delaware corporation (“SeatGeek”).

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):

•

On the business day immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), subject to the approval of RedBall’s shareholders, and in accordance with the General Corporation Law of the State of Delaware, as amended (“DGCL”), the Cayman Islands Companies Act (as amended) (the “CICL”) and the company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), RedBall will effect a deregistration under the CICL by way of continuation and domestication under Section 388 of the DGCL (such deregistration by way of continuation and domestication, the “Domestication” and RedBall, immediately after the Domestication, “New SeatGeek”), by filing an application to

de-register

RedBall with the Registrar of Companies of the Cayman Islands and filing a Certificate of Corporate Domestication and a Certificate of Incorporation (such Certificate of Incorporation governing the registration of New SeatGeek in the State of Delaware as a corporation, the “Certificate of Incorporation”) with the Delaware Secretary of State, as a result of which, among other things, (a) the company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware, (b) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (the “RedBall Class A ordinary shares”), will convert automatically, on a

one-for-one

basis, into a share of ordinary share, par value $0.0001, per share of New SeatGeek (after its Domestication) (the “New SeatGeek common stock”), (c) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the company, will convert automatically, on a

one-for-one

basis, into a share of New SeatGeek common stock, (d) each then issued and outstanding warrant of RedBall to acquire RedBall Class A ordinary shares will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek Warrant”), (e) each then issued and outstanding unit of RedBall (the “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 (f) the name of the company will be changed to “SeatGeek, Inc.”;

•

Immediately prior to the First Effective Time (as defined below), (a) each share of the Series A Preferred Stock, Series

A-1

Preferred Stock, Series

A-2

Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series

D-1

Preferred Stock of SeatGeek that is issued and outstanding immediately prior to the First Effective Time will be automatically converted into (i) a number of shares of SeatGeek common stock, par value $0.001 per share, of SeatGeek (the “SeatGeek common stock”) at the then-effective conversion rate and (ii) a number of shares of SeatGeek common stock issuable with respect to any accrued dividends, in each case, in accordance with the terms of the SeatGeek Certificate of Incorporation (such conversion, the “SeatGeek Preferred Conversion”);

•

At the Closing (which shall be one business day immediately following the Domestication), upon the terms and subject to the conditions of the Business Combination Agreement, (x) in accordance with the DGCL, Merger Sub One will merge with and into SeatGeek, the separate corporate existence of Merger Sub One will cease and SeatGeek will be the surviving corporation and a wholly-owned subsidiary of RedBall (the “First Merger”);

•

Upon the effective time of the First Merger (the “First Effective Time”) as a result of the First Merger, among other things, all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred 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 issued pursuant to an earnout, (y) up to $50 million of cash, subject to certain adjustments (the “Aggregate Cash Consideration”) and (z) a number of shares of New SeatGeek common stock (as defined below) equal to $1.281 billion minus the Aggregate Cash Consideration;

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•

Upon the First Effective Time, among other things, all warrants for, options to purchase and restricted stock units for shares of SeatGeek common stock outstanding as of immediately prior to the First Merger will be converted into warrants for, options to purchase and restricted stock units for shares of New SeatGeek common stock;

•

Immediately following the First Effective Time, SeatGeek, as the surviving corporation of the First Merger, will merge with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two continuing as the surviving entity as a wholly owned subsidiary of New SeatGeek; and

•

Upon the effective time of the Second Merger (the “Second Effective Time”), (i) all outstanding shares of SeatGeek, as the surviving corporation of the First Merger, as of immediately prior to the Second Effective Time, will no longer be outstanding and will automatically be cancelled and the outstanding membership interests of Merger Sub Two, as of immediately prior to the Second Effective Time will remain outstanding as membership interest of the surviving entity and will not be affected by the Second Merger and (ii) the operating agreement of Merger Sub Two will be amended and restated in its entirety to read as set forth in the surviving entity operating agreement attached to the Business Combination Agreement as an exhibit.

Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of New SeatGeek common stock for an aggregate purchase price equal to $90.5 million (the “PIPE Investment”). In addition, for each subscribed share of New SeatGeek common stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek

one-third

of one warrant to purchase one whole share of New SeatGeek common stock at an exercise price of $11.50 per share and with terms substantially similar to the redeemable warrants included as part of the RedBall Units issued in the IPO. In addition, concurrently with the execution of the Business Combination Agreement, the sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek common stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders (the “Backstop Subscription”). In addition, the sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding of New SeatGeek common stock, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of certain earnout vesting conditions.

On December 12, 2021, RedBall, Merger Sub One, Merger Sub Two and SeatGeek entered into the First Amendment to the Business Combination Agreement (the “First Amendment”) amending the Business Combination Agreement to reflect the treatment of restricted stock units with respect to SeatGeek common stock (“SeatGeek RSUs”) in the Business Combination. Pursuant to the First Amendment, upon the First Effective Time, all SeatGeek RSUs outstanding as of immediately prior to the First Effective Time will be converted into restricted stock units with respect to a certain number of shares of New SeatGeek common stock (the “New SeatGeek RSUs”) determined based on the exchange ratio and such holders will have a contingent right to receive a pro rata portion of earnout securities of New SeatGeek. The First Amendment includes corresponding changes to definitions, including with respect to SeatGeek fully-diluted shares outstanding, SeatGeek’s representation and warranty on capitalization and other related provisions to reflect the treatment of SeatGeek RSUs.

For additional information regarding SeatGeek, the Business Combination and the transactions contemplated thereby, see the registration statement on Form

S-4

containing a preliminary proxy statement and a preliminary prospectus of RedBall initially filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2021.

Other than as specifically discussed, this report does not assume the closing of the Business Combination.

Business Strategy

Our acquisition and value creation strategy will continue to be to identify, acquire and build a company in the sports, media and data analytics sector that complements the experience of our management team and can benefit from its operational expertise. After our initial business combination, we envision our strategy may include additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our shareholders. We will continue to leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the sports, media and data analytics sectors could effect a positive transformation or augmentation of existing businesses to improve their overall value.

We will continue to utilize the network and industry experience of our management team, our sponsor and their affiliates, and leverage our association with RedBird, in seeking an initial business combination and executing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in sports across leagues, team owners, commissioners, athletes and industry executives that we believe will further complement our sourcing pipeline of acquisition opportunities.

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We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we have used these criteria and guidelines in evaluating initial business combination opportunities, we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Examples include:

•

Sports franchises, including European football clubs, with intrinsic brand value that could be enhanced by our management team through improvement of

(a) on-field

performance through an analytics-based approach, and (b) business and revenue operations;

•

Businesses that would benefit from our extensive networks and insights within the sector to drive new customer relationships and revenue growth;

•

Sports, media and data analytics businesses where we can further monetize intellectual property and real assets; and

•

Businesses that would benefit from an acquisition strategy and more efficient capital allocation.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC.

Our Acquisition Process

In evaluating a prospective target business, we conduct a due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We also utilize our operational and capital allocation experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. While Seatgeek is not affiliated with our sponsor, officers or directors, in the event we do not consummate the Business Combination with SeatGeek and seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

Members of our management team will directly or indirectly own founder shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form

10-K.

Further, should we not consummate the Business Combination with SeatGeek, in connection with any business combination opportunity with a

non-sports

target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition (as defined below) with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may

co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

In addition to the above, all of our executive officers have fiduciary and contractual duties to RedBird and to certain companies in which RedBird has invested. As a result, our officers will have a duty to offer acquisition opportunities to certain RedBird funds before we can pursue such opportunities. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. In addition, our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our executive officers have time and attention requirements for private investment funds of which affiliates of RedBird are the investment managers.

Initial Business Combination

The rules of the New York Stock Exchange (“NYSE”) and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to our management for working capital purposes and excluding the amount of any deferred underwriting discount held in the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We may pursue an acquisition opportunity jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird (such acquisition, an “Affiliated Joint Acquisition”). Any such parties may

co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity- linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance” throughout this Annual Report on Form

10-K.

The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions

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of our Class B ordinary shares, any such specified future issuance (including any forward purchase shares) would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of the initial public offering plus all shares issued in the specified future issuance (including any forward purchase shares), unless the holders of a majority of the then-issued and outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the initial business combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

Our proposed Business Combination with SeatGeek is structured so that our public shareholders will acquire 100% of the equity interests of SeatGeek. If we do not complete the proposed Business Combination and pursue an alternative initial business combination, we may structure it similarly or we may structure it such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

Corporate Information

We are an “emerging growth company” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by

non-affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

non-convertible

debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by

non-affiliates

exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by

non-affiliates

exceeds $700 million as of the prior June 30.

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Financial Position

As of December 31, 2021, we had approximately $575,000,000 held in the trust account and available for a business combination (assuming no redemptions). After consideration of $20,125,000 of deferred underwriting fees payable upon consummation of a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its consolidated balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private placement warrants and potentially forward purchase shares (which will not be purchased in the proposed Business Combination), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the private placement warrants and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the initial public offering. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

In the case of a business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or applicable stock exchange rules, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with a business combination.

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Sources of Target Businesses

We plan to continue to utilize the network and industry experience of our management team, our sponsor and their affiliates, and our association with RedBird, in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in sports across leagues, commissioners, athletes, industry executives and team owners that we believe will serve as a useful source of acquisition opportunities. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, should we not consummate the Business Combination we anticipate that target business candidates will continue to be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus used in connection with our initial public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have. In addition, we would expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. We may engage the services of firms or individuals that specialize in business acquisitions, which firms or individuals could be affiliated with our sponsor, a director or an officer. If we do so, we will likely pay a finder’s fee, consulting fee or other compensation to be determined based on the terms of the transaction. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Commencing on the date that our securities were first listed on the NYSE, we have paid, and in the future will pay, our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

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Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business, including the management team of SeatGeek, when evaluating the desirability of effecting our initial business combination with that business, and plan to continue to do so if the Business Combination is not consummated and we seek other business combination opportunities, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, such directors may not devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule (as is the case for the Business Combination with SeatGeek), or we may decide to seek shareholder approval for business or other reasons.

Under the NYSE’s listing rules, shareholder approval would be required for our initial business combination if, for example:

•

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding (other than in a public offering);

•

Any of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

•

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account as of the completion of the initial public offering was $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

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Limitations on Redemptions

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity- linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination, such as is the case with the Business Combination with SeatGeek, or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least

two-thirds

of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting or an extraordinary meeting, we will, pursuant to our amended and restated memorandum and articles of association:

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

•

file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution,

non-votes

will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

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If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

•

conduct the redemptions pursuant to Rule

13e-4

and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule

10b5-1

to purchase our Class A ordinary shares in the open market, in order to comply with Rule

14e-5

under the Exchange Act.

We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

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person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below) without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Delivering Share Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s Deposit/Withdrawal At Custodian System (“DWAC”), prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through DWAC. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window.

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Redemption of Public Shares and Liquidation if No Initial Business Combination

Our amended and restated memorandum and articles of association provide that we will have only the time of the completion window to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable) earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), 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 liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window. However, if our sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

Costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will need to be funded from amounts remaining out of funds held outside the trust account. Absent additional funding, or accommodations by our creditors, the funds are insufficient to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the

per-share

redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual

per-share

redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we have sought and continue to seek to have all vendors, service providers, prospective target businesses and other entities (other than our independent registered public accounting firm) with which we do business execute agreements at the time of their engagement waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our

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public shareholders, not all have and there is no guarantee that in the future all such persons will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the initial public offering have not executed agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the

per-share

redemption price will not be less than $10.00 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. As of December 31, 2021, we had access to up to approximately $1,850,000 from the proceeds of the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

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If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Conflicts of Interest

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an

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opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form

10-K.

Further, in connection with any business combination opportunity with a

non-sports

target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may

co-invest

RedBird manages several investment vehicles. Funds managed by RedBird or its affiliates may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. In addition, investment ideas generated within RedBird, including by Gerald Cardinale and other persons who may make decisions for the company, may be suitable for both us and for a current or future RedBird fund and may be directed to such investment vehicle rather than to us, subject to applicable fiduciary duties. Neither RedBird nor members of our management team who are also employed by RedBird have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or managing directors of RedBird. RedBird and/or our management, in their capacities as officers or managing directors of RedBird or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future RedBird investment vehicles, or third parties, before they present such opportunities to us, subject to applicable fiduciary duties. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We may pursue an acquisition opportunity jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird. Any such parties may

co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition.

Human Capital

We currently have three officers: Alec Scheiner, David Grochow and Luke Bornn. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period varies based on the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

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Periodic Reporting and Financial Information

We have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We filed a Registration Statement on Form

8-A

with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by

non-affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

non-convertible

debt during the prior three-year period.

Available Information

We are required to file Annual Reports on Form

10-K

and Quarterly Reports on Form

10-Q

with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form

8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other

in-formation

regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the company will provide copies of these documents without charge upon request from us in writing at 667 Madison Avenue, 16th Floor, New York, NY 10065 or by telephone at (212)

235-1000.

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ITEM 1A. RISK FACTORS.

An investment in our securities involves a high degree of risk. The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

•

We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

•

If a forward purchase party withholds its consent confirming its commitment to purchase all or some of the forward purchase shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination.

•

If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

•

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

•

We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

•

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

•

You will not be entitled to protections normally afforded to investors of many other blank check companies.

•

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

•

Certain RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

•

If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate at least until the end of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

•

If we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our trust account.

•

The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

•

Past performance by our management team, RedBird and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

•

We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

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•

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

•

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

•

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

•

We may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of RedBird and/or one or more investors in funds managed by RedBird. This may result in conflicts of interest as well as dilutive issuances of our securities.

•

Since our sponsors, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

•

Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

•

The other risks and uncertainties disclosed in this Annual Report on Form

10-K.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form

10-K,

including the financial statements, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in New SeatGeek and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of SeatGeek. The SeatGeek equity holders, the directors and officers of SeatGeek and the and their respective affiliates will become shareholders of the post-combination company at that time. We will depend on SeatGeek for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our common stock. The financial condition and operating requirements of SeatGeek may limit our ability to obtain cash from SeatGeek. The earnings from, or other available assets of SeatGeek may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

The ability of SeatGeek to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by credit agreements to which SeatGeek is party from time to time, including existing loans and security agreements, and will be subject to the negative covenants set forth therein. Any loans or other extensions of credit to us from SeatGeek will be permitted only to the extent there is an applicable exception to the investment covenants under these credit agreements. Similarly, any dividends, distributions or similar payments to us from SeatGeek will be permitted only to the extent there is an applicable exception to the dividends and distributions covenants under these credit agreements.

We are a blank check company with no operating history and no revenues, and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in the registration statement.

We are a blank check company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective

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of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

The Registration Statement on Form

S-4/A

to be filed with the SEC and mailed to our shareholders in connection with our extraordinary meeting in lieu of annual meeting to be held to allow shareholders to vote upon the Business Combination will include unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combine the historical audited results of operations of the company for the year ended December 31, 2021, with the historical audited results of operations of SeatGeek for the year ended December 31, 2021, respectively, and give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021. The unaudited pro forma condensed combined balance sheet of the post-combination company combine the historical balance sheets of the company as of December 31, 2021 and of SeatGeek as of December 31, 2021 and give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination and the acquisitions of SeatGeek been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in the Amendment No. 1 to the Annual Report on Form

10-K

filed by us on May 21, 2021, we identified a material weakness in our internal control over financial reporting related to the accounting related to the warrants we issued in connection with our initial public offering in August 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional

paid-in

capital, accumulated deficit and related financial disclosures for the as of and for the period from June 10, 2020 (inception) through December 31, 2020, as of September 30, 2020, for the three months ended September 30, 2020, and the period from June 10, 2020 (inception) through September 30, 2020. This material weakness has been remediated.

As described elsewhere in the Amendment No. 2 to the Annual Report on Form

10-K

filed by us on December 13, 2021, we identified a material weakness in our internal control over financial reporting related to the company’s application of ASC

480-10-S99-3A

to its accounting classification of the public shares. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 and 2020. Historically, a portion of the public shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to the company’s

re-evaluation

of the company’s application of ASC

480-10-S99-3A

to its accounting classification of the public shares, the company’s management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption

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limitation contained in the Charter. For a discussion of management’s consideration of the material weakness identified related to the company’s application of ASC

480-10-S99-3A

to its accounting classification of the Public Share, see Part II, Item 9A: Controls and Procedures included in this Annual Report.

To respond to this material weakness, we devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting related to the Warrants we issued in connection with the August 2020 initial public offering, see Part II, Item 9A: Controls and Procedures included in this filing on Form

10-K.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

Our warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

We account for our Warrants as derivative warrant liabilities. At each reporting period (1) the accounting treatment of the Warrants will be

re-

evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

If we do not consummate the Business Combination and pursue another initial business combination, our public shareholders may not be afforded an opportunity to vote on that business combination. Even in circumstances where we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

If we do not consummate the Business Combination and pursue another initial business combination, we may choose not to hold a shareholder vote to approve that business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.

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If a forward purchase party withholds its consent confirming its commitment to purchase all or some of the forward purchase shares, we may lack sufficient funds to consummate our initial business combination.

We have entered into forward purchase agreements pursuant to which the forward purchase parties have agreed to purchase an aggregate of $100 million of forward purchase shares for $10.00 per share in private placements that will close simultaneously, subject to their subsequent consent, with the closing of our initial business combination. Each forward purchase party elected not to confirm its commitment in connection with our proposed Business Combination. Each forward purchase party’s obligation to purchase forward purchase shares is conditioned on each forward purchase party giving us its irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board. Accordingly, if each forward purchase party does not consent, or if the initial business combination is not approved by a majority of our board and a majority of the independent directors of our board, each forward purchase party would not be obligated to purchase any forward purchase shares. If we do not consummate the Business Combination, pursue another initial business combination, and the forward purchase parties elect not to confirm their commitment in connection with that proposed business combination, we may lack sufficient funds to consummate that business combination.

Additionally, each forward purchase party’s obligations to purchase the forward purchase shares will be subject to termination prior to the closing of the sale of such shares by mutual written consent of us and each forward purchase party, or automatically: (i) if our initial business combination is not consummated within the completion window or (ii) if we become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of us or each forward purchase party, in each case which is not removed, withdrawn or terminated within 60 days after such appointment. In addition, each forward purchase party’s obligations to purchase the forward purchase shares will be subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated substantially concurrently with the purchase of the forward purchase shares. In the event of any such failure to fund by each forward purchase party, any obligation is so terminated or any such condition is not satisfied and not waived by such party, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for our initial business combination or for working capital of the post-business combination company.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we entered into an agreement for our proposed Business Combination, we did not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations (and if we were to enter into an agreement for an alternate initial business combination, we will not know) as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

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of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than

one-to-one

basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, including SeatGeek and the proposed Business Combination, may be materially adversely affected by the recent coronavirus

(COVID-19)

outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets.

This outbreak of

COVID-19

has resulted, and other infectious diseases could result, in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and may materially and adversely affect the business of SeatGeek, or in the event the Business Combination is not consummated, the business of any potential target business with which we may consummate a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to

COVID-19

restrict travel or limit the ability to have meetings with potential investors or the target company’s personnel or if vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which

COVID-19

impacts our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

COVID-19

and the actions to contain

COVID-19

or treat its impact, among others. If the disruptions posed by

COVID-19

or other matters of global concern continue for an extensive period of time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by

COVID-19

and other events.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing (which is the case in our pending Business Combination Agreement), the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

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If we do not consummate the Business Combination, the requirement that we complete our initial business combination within the completion window would give potential target businesses leverage over us in negotiating a business combination and limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

If we do not consummate the Business Combination, any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not complete the Business Combination by the expiration of the completion window. Additionally, if our Business Combination Agreement is terminated, we may not be able to find a suitable replacement target business and complete our initial business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable and up to $100,000 to pay dissolution expenses) earned on funds in the trust account and not previously released to us to pay our taxes, 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 liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in

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which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Because we have no current plans to pay cash dividends on ordinary shares for the foreseeable future, you may not receive any return on investment unless you sell your ordinary shares for a price greater than that which you paid for them.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the company’s board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in the company’s ordinary shares unless you sell your ordinary shares for a price greater than that which you paid for them.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units, Class A ordinary shares and warrants are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $4.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an

over-the-counter

market. If this were to occur, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

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•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants are listed on the NYSE, and, as a result, are “covered securities.” Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, key members of our management team have limited experience managing a public company.

As a public company, we incur substantial legal, accounting, and other expenses. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of the New York Stock Exchange. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. We are also required to maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these rules and regulations as an operating company after our initial business combination will continue to increase our legal and financial compliance costs, and increase demand on our systems. In addition, as a public company, we may be subject to shareholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

Many members of our management team, and SeatGeek’s management team, have limited or no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. After our initial business combination, our management team may not successfully or efficiently manage the transition of our combination partner to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituencies on and for our combination partner’s business will require significant attention from senior management and could divert their attention away from the

day-to-day

management of our business, which could adversely affect our business, financial condition, and results of operations.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form

8-K,

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial public offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

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If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 20% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 20% of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering (such shares, the “Excess Shares”). However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Certain RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

RedBird, which owns an interest in our sponsor, currently invests and plans to continue to invest third-party capital in a wide variety of investment opportunities globally. There may be overlap of investment opportunities with RedBird entities that are actively investing and similar overlap with future RedBird entities. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by RedBird or our sponsor. This overlap could also create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

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Certain members of our management team may be involved in and have a greater financial interest in the performance of other RedBird entities, and such activities may create conflicts of interest in making decisions on our behalf.

Certain members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to RedBird and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other RedBird entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other RedBird entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities.

If we do not consummate the Business Combination with SeatGeek, the remaining proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account will likely be insufficient to allow us to operate for at least the completion window. As a result, to fund our search for a target business or businesses and complete our initial business combination, we would depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

Out of the net proceeds of the initial public offering, approximately $1,850,000 was made available to us initially outside the trust account to fund our working capital requirements. As of December 31, 2021, approximately $458,000 in cash remained and we had a working capital deficit of approximately $5.7 million. As a result, we entered into a loan with our sponsor on February 23, 2022 in a principal amount of $400,000 to provide us additional funds to operate the business while we pursue completion of the proposed Business Combination and, if not completed, to search for another business combination. For a complete discussion, see “—Related Party Transactions—Related Party Loans” of Item 7 and “Other Information” of Item 9B of this Annual Report on

Form 10-K.

As a result, if we do not complete our proposed Business Combination, we will need to borrow additional funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates are under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

pre-existing

debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy

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for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Our sponsor and each of our directors have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote.

Our sponsor and each of our directors have agreed to, among other things, vote any RedBall Class A ordinary shares and RedBall Class B ordinary shares owned by them in favor of the Business Combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated October 13, 2021, by and among SeatGeek, our sponsor, each of our directors and us (the “Sponsor Support Agreement”). As of the date of this annual report on Form 10-K, our sponsor and our directors own, in the aggregate, approximately 20% of the issued and outstanding RedBall ordinary shares. As a result, (i) the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary meeting in lieu of annual general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, is required to approve each of the proposals on the Business Combination Agreement, advisory organizational documents, the issuance of New SeatGeek common stock, the New SeatGeek 2022 employee stock purchase plan (the “ESPP”) and the adjournment of the annual general meeting to a later date or dates, if necessary, and (ii) the affirmative vote of at least 9,583,334 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary meeting in lieu of annual general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, are required to approve each of the proposals on the Domestication and the replacement of the Cayman Constitutional Documents with the proposed Certificate of Incorporation and new bylaws of New SeatGeek (the proposed Certificate of Incorporation and new bylaws of New SeatGeek, collectively, the “Proposed Organizational Documents”), in each case, under the DGCL. The approval of the two proposals to elect directors do not require the affirmative vote of any RedBall public shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if our sponsor and our directors had agreed to vote their ordinary shares in accordance with the majority of the votes cast by our public shareholders, as is often the case with blank check companies seeking approval of a business combination.

The historical financial results of SeatGeek and unaudited pro forma financial information included in the proxy statement/prospectus to be mailed to shareholders may not be indicative of what New SeatGeek’s actual financial position or results of operations would have been.

The historical financial results of SeatGeek included in the proxy statement/prospectus to be mailed to shareholders do not reflect the financial condition, results of operations or cash flows it would have achieved as a standalone combined company during the periods presented or those that New SeatGeek will achieve in the future. This is primarily the result of the following factors: (i) New SeatGeek will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New SeatGeek’s capital structure will be different from that reflected in SeatGeek’s historical financial statements. New SeatGeek’s financial condition and future results of operations could be materially different from amounts reflected in its and SeatGeek’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare New SeatGeek’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in to be included will be presented for illustrative purposes only and be prepared based on a number of assumptions including, but not limited to, RedBall being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of SeatGeek on the Closing Date and the number of RedBall Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of New SeatGeek’s future operating or financial performance. New SeatGeek’s actual financial condition and results of operations may vary materially from pro forma results of operations and balance sheet contained in the proxy statement/prospectus to be mailed to shareholders, including as a result of such assumptions not being accurate.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

per-share

redemption amount received by shareholders may be less than $10.00 per share.

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Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the

per-share

redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to this Annual Report on Form

10-K,

our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the

per-share

redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain

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amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their

pro-rata

share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the

per-share

redemption amount received by public shareholders may be less than $10.00 per share.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

RedBall may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

RedBall has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, RedBall’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by RedBall only if (i) RedBall has sufficient funds outside of the Trust Account or (ii) RedBall consummates an initial business combination. RedBall’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against RedBall’s officers and directors, even though such an action, if successful, might otherwise benefit RedBall and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent RedBall pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the

per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

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be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the

per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities,

•

each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post- transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2 (a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

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We may not be able to continue as a going concern.

As of December 31, 2021, we had approximately $458,000 in cash and a working capital deficit of approximately $5.7 million. Our liquidity needs up to December 31, 2021 had been satisfied through our sponsor paying $25,000 to cover for certain of our offering costs in exchange for the issuance of the founder shares, and the net proceeds from the consummation of the private placement not held in the trust account. Management has determined that the working capital deficit raises substantial doubt about our ability to continue as a going concern. We will need to raise additional capital through loans or additional investments from our sponsor, shareholders, officers, directors, or third parties. Our officers, directors and sponsor may, but are not obligated to, loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation of our initial business combination, including the Business Combination or the date the RedBall is required to liquidate, August 17, 2022.

We cannot be certain as to the number of public shares that will be redeemed and the potential impact to public shareholders who do not elect to redeem their public shares.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position. We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, and including redemptions of public shares may cause an increase or decrease in our share price, and may result in a lower value realized now than a shareholder of RedBall might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in the proxy statement/prospectus to be sent to shareholders in connection with our proposed Business Combination. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

While we are unable to predict the price per share of New SeatGeek common stock following the consummation of the Business Combination—and accordingly we are unable to predict the potential impact of redemptions on the per share value of public shares owned by

non-redeeming

shareholder—increased levels of redemptions by public shareholders may be a result of the price per RedBall Class A ordinary share falling below the redemption price. We expect that more public shareholders may elect to redeem their public shares if the share price of the RedBall Class A ordinary shares is below the projected redemption price of approximately $10.00 per share (based on the trust account amount as of September 30, 2021), and we expect that more public shareholders may elect not to redeem their public shares if the share price of the RedBall Class A ordinary shares is above the projected redemption price of approximately $10.00 per share. Each public share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to RedBall from the trust account and (ii) a corresponding increase in each public shareholder’s pro rata ownership interest in New SeatGeek following the consummation of the Business Combination. In addition, in the event that more than 40,660,382 public shares are redeemed (based on the trust account amount as of September 30, 2021 and approximate redemption price of $10.00 per share), the minimum cash condition in favor of SeatGeek as set forth in the Business Combination Agreement and the condition in the Business Combination Agreement that available cash, as calculated pursuant to the terms of the Business Combination Agreement, be no less than $200.0 million may not be satisfied, and the Business Combination may not be consummated. Based on the approximate redemption price per share of $10.00 as of September 30, 2021, a hypothetical 1% increase or decrease in the number of public shares redeemed would result in a decrease or increase, respectively, of $575,492,062 of cash available in the trust account.

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If we are not able to complete the Business Combination with SeatGeek by August 17, 2022 nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to our Cayman Constitutional Documents, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of

COVID-19

continues to impact the U.S. and, while the extent of the impact of the outbreak on SeatGeek will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of the

COVID-19

may negatively impact New SeatGeek’s business following the Business Combination.

If RedBall is not able to complete the Business Combination with SeatGeek by August 17, 2022, nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to our Cayman Constitutional Documents, (i) cease all operations except for the purpose of winding up; (ii) 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of RedBall’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share (based on trust account amount as of September 30, 2021) and our warrants will expire worthless.

If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate through to August 17, 2022 and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive approximately $10.00 per share, and our warrants will expire worthless.

As of September 30, 2021, RedBall had cash of $1.1 million held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses, and had total current liabilities of $1.9 million, as well as deferred underwriting fee payable of $20.1 million and derivative warrant liabilities of $23.1 million.

The funds available to us outside of the trust account may not be sufficient to allow us to operate until August 17, 2022, assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

“no-shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, members of our management team or other third parties to operate or may be forced to liquidate. We do not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Neither the sponsor or members of our management team nor any of their affiliates are under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (based on trust account amount as of September 30, 2021) on our redemption of the public shares and the public warrants would expire worthless.

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The warrants are accounted for as liabilities and the changes in value of the warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. As a result of the SEC Statement, we reevaluated the accounting treatment of our 19,166,667 public warrants and 9,566,667 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of September 30, 2021 contained elsewhere in this

10-K

annual report are derivative liabilities related to embedded features contained within the warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting

non-cash

gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that it will recognize

non-cash

gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material.

RedBall and, following the Closing, New SeatGeek, may face litigation and other risks as a result of the material weakness in RedBall’s internal control over financial reporting.

Following the issuance of the SEC Statement, as discussed with its independent registered public accounting firm, our management and audit committee concluded that it was appropriate to restate its previously issued audited financial statements for the period ended December 31, 2020. See “—We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner” above. As part of the restatement, we identified a material weakness in its internal controls over financial reporting.

As a result of such material weakness, the change in accounting for classification of the public shares, and other matters raised or that may in the future be raised by the SEC, RedBall and, following the Closing, New SeatGeek, may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we

have no knowledge of any such litigation or dispute. However,

we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination.

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Neither the company nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total aggregate closing consideration in the event that any of the representations and warranties made by SeatGeek in the Business Combination, as applicable, ultimately proves to be inaccurate or incorrect.

The representations and warranties made by SeatGeek and the company to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, the company and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by SeatGeek in the SeatGeek Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, the company would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Warrants will become exercisable for New SeatGeek common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants to purchase an aggregate of 28,733,334 shares of New SeatGeek common stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. Each warrant will entitle the registered holder to purchase one share of New SeatGeek common stock at a price of $11.50 per full share, subject to adjustment as discussed below, and will become exercisable 30 days after the completion of the Business Combination. To the extent such warrants are exercised, additional shares of New SeatGeek common stock will be issued, which will result in dilution to the holders of New SeatGeek common stock and increase the number of shares eligible for resale in the public market. The dilution of the relative ownership interest of, as a percentage of outstanding shares, caused by the exercise of the warrants will increase if a large number of our shareholders elect to redeem their shares in connection with the Business Combination. Further, the redemption of public shares without any accompanying redemption of public warrants will increase the dilutive effect of the exercise of public warrants. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised on the relative ownership interest of existing shareholders could adversely affect the market price of New SeatGeek common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

New SeatGeek’s ability to be successful following the Business Combination will depend upon the efforts of the New SeatGeek board of directors and New SeatGeek’s key personnel. The loss of such persons could negatively impact the operations and profitability of New SeatGeek’s business following the Business Combination.

New SeatGeek’s ability to be successful following the Business Combination will be dependent upon the efforts of the New SeatGeek board of directors and key personnel. RedBall cannot assure you that, following the Business Combination, the New SeatGeek board of directors and New SeatGeek’s key personnel will be effective or successful or remain with New SeatGeek. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause New SeatGeek’s management to expend time and resources becoming familiar with such requirements.

The company and SeatGeek will be subject to business uncertainties and contractual restrictions while the Business Combination are pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on the company and SeatGeek. These uncertainties may impair our and SeatGeek’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our and SeatGeek’s business could be harmed.

RedBall may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligation to complete the Business Combination, to the extent permitted by the Cayman Constitutional Documents and applicable laws. If the RedBall

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board of directors determines that a failure of SeatGeek to satisfy any condition to RedBall’s obligation to consummate the Business Combination is not material, then our board of directors may authorize our waiver of that condition and close the Business Combination. RedBall may not waive the condition that our shareholders approve the Business Combination.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of our shareholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require the company to agree to further amend the Business Combination Agreement to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of SeatGeek’s business, a request by SeatGeek to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on SeatGeek’s business and would entitle the company to terminate the Business Combination Agreement, as applicable. In any of such circumstances, it would be in the discretion of the company, acting through the board, to grant its consent or waive its rights. In the event RedBall does not consummate a business combination by August 17, 2022, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and the board of the company, dissolving and liquidating, subject in each case to its obligations under the CICL to provide for claims of creditors and the requirements of other applicable law. In such an event, the RedBall Class B shares owned by the sponsor and independent directors would be worthless because following the redemption of the public shares, RedBall would likely have few, if any, net assets. As a result, the sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate. The existence of this conflict and the other financial and personal interests of the directors described elsewhere in this Annual Report may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the company and our shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this Annual Report, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the shareholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our shareholders with respect to the SeatGeek Business Combination proposal, as applicable.

RedBall and SeatGeek will incur significant transaction and transition costs in connection with the Business Combination.

RedBall and SeatGeek have both incurred and expect to incur significant,

non-recurring

costs in connection with the Business Combination and New SeatGeek’s operation as a public company following the consummation of the Business Combination. RedBall and SeatGeek may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New SeatGeek upon consummation of the Business Combination, provided, however, that certain transaction expenses incurred by RedBall in excess of $35 million will be either offset by (i) the forfeiture and cancellation of our sponsor’s founder shares having value equal to such excess or (ii) the payment in cash of such excess to New SeatGeek.

Since the holders of RedBall founder shares, including our directors, have interests that are different, or in addition to (and which may conflict with), the interests of our public shareholders, a conflict of interest may have existed in determining whether the Business Combination with SeatGeek is appropriate as our initial business combination. Such interests include that such holders may lose their entire investment in us if our business combination is not completed.

When you consider the recommendation of the RedBall Board in favor of approval of the Business Combination and the proposals to be considered at the extraordinary meeting, you should keep in mind that the holders of our founder shares, including our directors, have interests in the Business Combination that are different from, or in addition to (which may conflict with), those of RedBall shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•

the fact that the sponsor and our directors have agreed not to redeem any of our public shares in connection with a shareholder vote to approve a proposed initial business combination;

•

the fact that the sponsor and our directors collectively hold an aggregate of 14,345,000 founder shares, which will be worthless if a business combination is not consummated by August 17, 2022 (or if such date is extended at a duly called annual general meeting, such later date) and as a result, the sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate;

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•

the fact that the sponsor paid an aggregate of approximately $14,350,000 for its 9,566,667 RedBall private placement warrants to purchase RedBall Class A ordinary shares and that such private placement warrants will expire worthless if a business combination is not consummated by August 17, 2022 (or if such date is extended at a duly called annual general meeting, such later date);

•

the fact that concurrently with the execution and delivery of the Business Combination Agreement, we have entered into the Sponsor Support Agreement with the sponsor, pursuant to which the sponsor has agreed to (i) vote all of its RedBall ordinary shares in favor of the Business Combination and certain other matters, (ii) contribute to New SeatGeek for no consideration 1,000,000 founder shares, (iii) certain restrictions on the Sponsor Earnout Shares, and (iv) forfeit for no consideration a number of founder shares equal in value to the Excess RedBall Transaction Expenses as determined in accordance with the procedures in the Business Combination Agreement, in each case upon the terms and subject to the conditions set forth therein;

•

the fact that the sponsor will continue to hold New SeatGeek common stock and will have the right to acquire additional shares of New SeatGeek common stock upon exercise of its New SeatGeek warrants following the Business Combination, subject to certain

lock-up

periods;

•

the fact that RedBall’s existing directors and officers will be eligible for continued indemnification and continued coverage under RedBall’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement for a period of 6 years following the consummation of the Business Combination;

•

the fact that the sponsor may be obligated to purchase, and New SeatGeek may be obligate to issue, up to 6,500,000 shares of New SeatGeek common stock under certain circumstances pursuant to the Backstop Subscription Agreement;

•

the fact that, pursuant to the terms of RedBall’s agreement with Richard Scudamore for his service as a director, RedBall’s successful consummation of the Business Combination would result in RedBall being obligated to pay Mr. Scudamore $100,000;

•

the fact that RedBall has engaged RedBird BD, LLC (“RedBird BD”), an affiliate of the sponsor and RedBird, to act as RedBall’s financial advisor in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to RedBall. RedBall will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird, the sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of the sponsor (with whom RedBird and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of RedBall’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for RedBall’s initial public offering. The RedBird BD engagement and the related payment has been approved by RedBall’s audit committee and the RedBall board of directors in accordance with RedBall’s related persons transaction policy;

•

the fact that the holders of founder shares and private placement warrants (and any RedBall Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans), are entitled to registration rights pursuant to a registration rights agreement, which requires us to register a sale of any of our securities held by them prior to the consummation of our initial business combination; and

•

Given the differential that the sponsor paid for the founder shares as compared to the price of the units sold in the IPO and the substantial number of shares of New SeatGeek common stock that the sponsor will receive upon conversion of the founder shares in connection with the Business Combination, the sponsor and its affiliates may earn a positive rate of return on their investment even if New SeatGeek common stock trades below the price initially paid for the RedBall Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination.

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•

the fact that pursuant to the Amended and Restated Registration Rights Agreement, the sponsor and RedBall’s directors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and

cut-back

provisions with respect to the shares of New SeatGeek common stock and warrants held by such parties following the consummation of the Business Combination.

The personal and financial interests of the sponsor and RedBall’s directors and officers may have influenced their motivation in identifying and selecting SeatGeek as a business combination target, completing an initial business combination with SeatGeek and influencing the operation of the business following the initial business combination.

If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of the company’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the company’s securities prior to the Closing may decline. The market values of the company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination were executed, the date of this Annual Report, or the date on which the company’s shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the company’s securities could contribute to the loss of all or part of the investment. Prior to the Business Combination, there has not been a public market for SeatGeek’s stock and trading in the shares of company ordinary shares has not been active. Accordingly, the valuation ascribed to SeatGeek and the company Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the company’s securities develops and continues, the trading price of the company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the company’s control. Any of the factors listed below could have a material adverse effect on the investment in the company’s securities and the company’s securities may trade at prices significantly below the price paid for them. In such circumstances, the trading price of the company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the company’s securities following the Business Combination may include

•

actual or anticipated fluctuations in New SeatGeek’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•

changes in the market’s expectations about New SeatGeek’s operating results;

•

success of competitors;

•

failure to attract analyst coverage for New SeatGeek’s stock or one or more analysts ceases coverage of New SeatGeek’s or fails to publish reports on New SeatGeek regularly;

•

New SeatGeek operating results failing to meet the expectation of securities analysts or investors in a particular period;

•

changes in financial estimates and recommendations by securities analysts concerning New SeatGeek’s or the live events or ticketing industry in general;

•

operating and share price performance of other companies that investors deem comparable to New SeatGeek’s;

•

New SeatGeek’s ability to market new and enhanced products and technologies on a timely basis;

•

changes in laws and regulations affecting New SeatGeek’s business;

•

New SeatGeek’s ability to meet compliance requirements;

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•

commencement of, or involvement in, litigation involving New SeatGeek;

•

changes in New SeatGeek’s capital structure, such as future issuances of securities or the incurrence of debt;

•

the volume of New SeatGeek’s shares of common stock available for public sale;

•

any major change in New SeatGeek’s board of directors or management;

•

sales of substantial amounts of New SeatGeek’s shares of common stock by New SeatGeek’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•

general economic and political conditions such as recessions,

COVID-19

outbreak, political instability

Broad market and industry factors may materially harm the market price of New SeatGeek’s securities irrespective of New SeatGeek’s operating performance. The stock market in general, and NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New SeatGeek’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to New SeatGeek’s could depress New SeatGeek’s share price regardless of New SeatGeek’s business, prospects, financial conditions or results of operations. A decline in the market price of New SeatGeek’s securities also could adversely affect New SeatGeek’s ability to issue additional securities and New SeatGeek’s ability to obtain additional financing in the future. and acts of war or terrorism.

The ability to execute the

post-combination

company’s strategic plan could be negatively impacted to the extent a significant number of shareholders choose to redeem their shares in connection with the Business Combination.

Depending upon the aggregate amount of cash consideration the company would be required to pay for all shares of ordinary shares that are validly submitted for redemption, the post-combination company may be required to increase the financial leverage the post-combination company’s business would have to support. This may negatively impact its ability to execute on its own future strategic plan and its financial viability.

If after the Business Combination, we fail to innovate our products and services, our ability to attract new SeatGeek Enterprise clients could be negatively impacted and our revenue and growth rates could decline.

We must be able to innovate our products and services in order to attract and appeal to new venues and rightsholders to our primary ticketing product, which we refer to as SeatGeek Enterprise. Demand for our SeatGeek Enterprise product is affected by a number of factors, many of which are beyond our control, including the timing of development and release of new products, features and functionality introduced by us or our competitors, technological change and the growth or contraction of the market in which we compete. Our ability to attract new SeatGeek Enterprise clients will depend, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights, and there can be no assurances that we will be successful. We may not be successful in the development, introduction, marketing, and sourcing of new products or services, that satisfy ticket buyer, rightsholder and seller needs, achieve market acceptance, or generate satisfactory financial returns. If we are unable to attract new SeatGeek Enterprise clients, our business could be negatively impacted and our revenue and growth rates could decline.

Even if we do attract new SeatGeek Enterprise clients, the cost of their acquisition or ongoing customer support may prove so high as to prevent us from achieving or sustaining profitability. We intend to continue to hire additional sales personnel, increase our marketing activities to help educate the market about the benefits of SeatGeek Enterprise, grow our domestic and international operations and build brand awareness. If the costs of these efforts increase dramatically or if they do not result in the cost-effective acquisition of additional customers or substantial increases in revenue, our business, results of operations and financial condition may be adversely affected.

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If analysts do not publish research about New SeatGeek’s business or if they publish inaccurate or unfavorable research, New SeatGeek’s stock price and trading volume could decline.

The trading market for the common stock of New SeatGeek will depend in part on the research and reports that analysts publish about its business. New SeatGeek will not have any control over these analysts. If one or more of the analysts who cover New SeatGeek downgrade its common stock or publish inaccurate or unfavorable research about its business, the price of New SeatGeek common stock could decline. If few analysts cover New SeatGeek, demand for its common stock could decrease and its common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering New SeatGeek in the future or fail to publish reports on it regularly.

Our shareholders will experience immediate dilution of their relative ownership of New SeatGeek as a consequence of the issuance of New SeatGeek common stock as consideration in the Business Combination (including

shares of New SeatGeek common stock issued pursuant to

the Backstop Subscription, if any) and the PIPE Investment and due to future issuances pursuant to the 2022 Plan. Having a minority share position may reduce the influence that our current shareholders have on the management of New SeatGeek.

It is anticipated that, following the Business Combination, (i) our public shareholders are expected to own approximately 30.3% of the outstanding New SeatGeek common stock, (ii) SeatGeek shareholders (without taking into account any public shares held by SeatGeek shareholders prior to the consummation of the Business Combination or shares of New SeatGeek stock issuable to holders of 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 and holders of the SeatGeek warrants assumed by New SeatGeek pursuant to the Business Combination Agreement, including the Designated SG Warrant (as defined below) (the “New SeatGeek Assumed Warrants”)) are expected to own approximately 57.3% of the outstanding New SeatGeek common stock, at a deemed value of $10.00 per share of New SeatGeek common stock and after giving effect to the Exchange Ratio, which as of December 10, 2021 is estimated to be 0.6891, and assuming there is no Aggregate Cash Consideration to holders of SeatGeek common stock, (iii) the sponsor and related parties are expected to collectively own approximately 7.1% of the outstanding New SeatGeek common stock (assuming the Sponsor Earnout Shares are fully vested and outstanding) and (iv) the PIPE Investors and the holder of the warrants to purchase shares of SeatGeek common stock pursuant to the Designated SG Subscription Agreement (the “Designated SG Warrant”) are expected to own approximately 5.3% of the outstanding New SeatGeek common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) 108,667,908 shares of New SeatGeek common stock are issued to the SeatGeek shareholders at the Closing pursuant to the Business Combination Agreement, which would be the number of New SeatGeek shares issued to these holders if the Closing occurred on December 10, 2021, (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 Designated SG Warrant exercises the Designated SG Warrant in full at the Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at the 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) no New SeatGeek warrants or warrants of New SeatGeek issued to the PIPE Investors in the PIPE Investment to purchase New SeatGeek common stock that will be outstanding immediately following the Closing have been exercised and (vii) 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. If the actual facts are different from these assumptions, the percentage ownership retained by our current shareholders and SeatGeek shareholders in New SeatGeek will be different.

In addition, SeatGeek employees hold, and after Business Combination, are expected to be granted, equity awards under the 2022 Plan and purchase rights under the ESPP. Holders of New SeatGeek common stock will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of New SeatGeek common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of our securities and may adversely affect prevailing market prices for our units, public shares or public warrants.

Future resales of common stock after the consummation of the Business Combination may cause the market price of New SeatGeek common stock to drop significantly, even if New SeatGeek’s business is doing well.

Following consummation of the Business Combination and subject to certain exceptions, our sponsor, our directors, the backstop subscriber, SeatGeek’s directors and officers and certain SeatGeek shareholders will be contractually restricted from selling or transferring any of their shares of New SeatGeek common stock.

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For those certain SeatGeek shareholders and SeatGeek’s directors and officers, such restrictions begin at the Closing and end on the earlier of (i) the date that is six months after the Closing, (ii) such date that the closing price of New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty trading days within any period of thirty consecutive trading days commencing at least ninety days following the Closing and (iii) the date on which New SeatGeek consummates a subsequent transaction which results in its shareholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share of New SeatGeek common stock.

For our sponsor, our directors and the backstop subscribers, if any, such restrictions begin at the Closing and end on the earlier of (i) the first anniversary of the Closing, (ii) such date that the closing price of New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the life) for any twenty trading days within any thirty consecutive trading days at least one hundred fifty days following the Closing and (iii) the date on which New SeatGeek consummates a subsequent transaction which results in its shareholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or other property having a value that equals or exceeds $12.00 per share of New SeatGeek common stock.

Following the expiration of such lockups, our sponsor (including in its capacity as a backstop subscriber, if applicable), our directors, New SeatGeek’ directors and officers and the SeatGeek shareholders will not be restricted from selling shares of New SeatGeek’ common stock held by them, other than by applicable securities laws or, in the case of New SeatGeek directors and officers, any trading policies of New SeatGeek applicable to such persons. As such, sales of a substantial number of shares of New SeatGeek common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could have the effect of increasing the volatility in the market price for New SeatGeek’ common stock or the market price of New SeatGeek common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Upon completion of the Business Combination, our sponsor, our directors, RHGM and the SeatGeek shareholders will collectively beneficially own approximately 64.9% of the outstanding shares of New SeatGeek common stock, assuming that no public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of 16,951,944 public shares in connection with the Business Combination, in the aggregate, the ownership of our sponsor, our directors, RHGM and the SeatGeek shareholders would rise to 78.9% of the outstanding shares of New SeatGeek common stock (not including shares of New SeatGeek common stock, if any, issued in the Backstop Subscription, if any).

The unexpired warrants may be redeemed prior to their exercise at a time that may be disadvantageous to the holder, thereby making the warrants worthless.

RedBall or, after the completion of the Business Combination, New SeatGeek has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the RedBall Class A ordinary shares or New SeatGeek common stock, as applicable, equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty

(30) trading-day

period ending on the third trading day prior to the date RedBall or New SeatGeek, as applicable, sends the notice of redemption to the warrant holders. The trading prices of the RedBall Class A ordinary shares to date have not equaled or exceeded the threshold that would allow RedBall to redeem the warrants. If and when the warrants become redeemable, RedBall or New SeatGeek, as applicable, may exercise its redemption right even if RedBall or New SeatGeek, as applicable, are unable to register or qualify the

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underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the: (i) exercise of warrants and payment of the exercise price therefor at a time when it may be disadvantageous for holders to do so; (ii) sell the warrants at the then-current market price when one might otherwise wish to hold their warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

In the event we elect to redeem the warrants that are subject to redemption, we will mail the notice of redemption by first class mail, postage prepaid, not less than thirty days prior to the redemption date to the registered holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Delaware law and the Proposed Organizational Documents of New SeatGeek contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The DGCL, and the Proposed Organizational Documents that will be in effect upon consummation of the Business Combination contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares, and therefore depress the trading price of New SeatGeek common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of New SeatGeek’s board of directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

•

providing for a classified board of directors with staggered, three-year terms;

•

the ability of New SeatGeek’s board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•

the New SeatGeek proposed Certificate of Incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•

the limitation of the liability of, and the indemnification of, New SeatGeek’s directors and officers

•

the ability of New SeatGeek’s board of directors to amend the bylaws without shareholder approval, which may allow New SeatGeek’s board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

•

advance notice procedures with which stockholders must comply to nominate candidates to New SeatGeek’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in New SeatGeek’s board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New SeatGeek.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in New SeatGeek’s board of directors or management.

RedBall has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, there are no assurance from an independent source that the terms of the Business Combination are fair to RedBall or our shareholders from a financial point of view.

While the company has engaged Goldman Sachs & Co. as a financial adviser and received advice from Goldman Sachs in connection with the Business Combination, the RedBall board of directors did not obtain a third-party valuation or fairness opinion from Goldman Sachs, or any other firm, in connection with its determination to approve the Business Combination and recommend that our shareholders vote to approve the Business Combination. RedBall is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price we are paying for SeatGeek is fair to RedBall or our shareholders from a financial point of view. In analyzing the Business Combination, the RedBall board of directors and RedBall’s management conducted due diligence on SeatGeek and researched the industry in which SeatGeek operates and concluded that the Business Combination was in the best interest of RedBall and our shareholders. Accordingly, RedBall’s shareholders will be relying solely on the judgment of the RedBall board of directors in determining the value of SeatGeek, and the RedBall board of directors may not have properly valued such business. The lack of third-party valuation or fairness opinion may increase the number of our shareholders that vote against the Business Combination or demand redemption of their shares, which could adversely impact our ability to consummate the Business Combination.

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If the conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination may not occur.

Even if the Business Combination is approved by our shareholders, the Business Combination Agreement contains specified conditions that must be satisfied or waived (to the extent any such condition can be waived) before RedBall and SeatGeek are obligated to complete the Business Combination. RedBall and SeatGeek may not satisfy all of the closing conditions in the Business Combination Agreement, and in such event, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver. Any such delay could adversely impact some or all of the intended benefits of the Business Combination, and if such conditions are not satisfied or waived prior to April 13, 2022, in certain circumstances, RedBall and SeatGeek will be entitled to terminate the Business Combination Agreement.

The future exercise of registration rights may adversely affect the market price of our ordinary shares.

Certain of our shareholders will have registration rights for restricted securities. We are obligated to register certain securities, including all of the shares of ordinary shares held by the Initial Shareholders and shares of Common Stock received by certain significant SeatGeek shareholders as part of the SeatGeek Business Combination. We are obligated to (i) file a resale “shelf” registration statement to register such securities (and any shares of SeatGeek Common Stock into which they may be exercised following the consummation of the Business Combination) within 15 business days after of the Closing Date and (ii) use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the filing. Sales of a substantial number of shares of Common Stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock.

Our shareholders will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure our shareholders that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.

Our shareholders are only be able to exercise their public warrants on a “cashless basis” under certain circumstances and have to apply to do so; if they exercise that right, they will receive fewer Class A ordinary shares from such exercise than if they were to exercise such warrants for cash.

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The warrant agreement provides that in each of the three following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If our shareholders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, they would receive fewer Class A ordinary shares from such exercise than if they were to exercise such warrants for cash.

Our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a

one-for-one

basis, or earlier at the option of the holder thereof, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination (including the forward purchase shares), the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion, (after giving effect to any redemptions of Class A ordinary shares by public shareholders) including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination (including the forward purchase shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than

one-for-one

basis.

We may be a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. person (as defined in the Internal Revenue Code) of our units, Class A ordinary shares or warrants, the U.S. person may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Based on the composition of our income and assets, we believe we are likely considered a PFIC for 2020, 2021, and the tax year ending on the date of the reincorporation (discussed further below). We will endeavor to provide to a U.S. person such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S. person to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.

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If we reincorporate in another jurisdiction in connection with our initial business combination, as is contemplated by the Business Combination, such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our initial business combination and subject to requisite shareholder approval by special resolution under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction (including, but not limited to, a state within the United States). We plan to reincorporate in Delaware in connection with the proposed Business Combination. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or

key-man

insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us or continue to work with us following our initial business combination. The loss of the efforts or advice of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure our shareholders that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that our shareholders should be aware of, please see “Conflicts of Interest” in Item 10 of this Annual Report on Form

10-K

and Item 13 of this Annual Report on Form

10-K.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

If we do not consummate our proposed Business Combination and pursue another initial business combination, then we may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, or directors. Our directors also serve as officers and board members for other entities, including those described under “Conflicts of Interest” in Item 10 of this Annual Report on Form

10-K

. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. We would pursue a transaction with an affiliated entity if we determined

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that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

If we do not consummate our proposed Business Combination and pursue another initial business combination, then we may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of RedBird and/or one or more investors in funds managed by RedBird. This may result in conflicts of interest as well as dilutive issuances of our securities.

We may pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with RedBird and/or one or more investors in funds managed by RedBird. Any such parties may

co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such parties. Accordingly, such persons or entities may have a conflict between their interests and ours. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so.

In addition, any specified future issuance in connection with an Affiliated Joint Acquisition would trigger the anti-dilution provisions of our Class B ordinary shares, which, unless waived, would result in an adjustment to the conversion ratio of our Class B ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of the initial public offering plus all shares issued in the specified future issuance. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the initial business combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire after the initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On June 10, 2020, our sponsor paid $25,000, or approximately $0.002 per share in exchange for 14,375,000 founder shares. In July 2020, our sponsor transferred 30,000 founder shares to each of our independent directors at a price of $0.002 per share. In addition, in August 2020, our sponsor transferred 30,000 founder shares to RHGM pursuant to its retainer agreement, resulting in our sponsor holding 14,195,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued and outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 57,500,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the issued and outstanding shares after the initial public offering, excluding the private placement shares underlying the private placement warrants. In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the initial public offering, on August 17, 2020, no founder shares were surrendered. The founder shares will be worthless if we do not complete an initial business combination.

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In addition, our sponsor purchased an aggregate of 9,566,667 warrants for an aggregate purchase price of $14,350,000, or $1.50 per warrant. The private placement warrants (and the underlying securities) will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this Annual Report on Form

10-K

to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•

our inability to pay dividends on our Class A ordinary shares;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

If we do not consummate our proposed Business Combination and pursue another initial business combination, then we may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure our shareholders that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

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In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least

two-thirds

of the shareholders who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure our shareholders that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated memorandum and articles of association that relate to our

pre-business

combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than

two-thirds

of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our amended and restated memorandum and articles of association provide that any of its provisions related to

pre-business

combination activity (including the requirement to deposit proceeds of the initial public offering and the sale of the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least

two-thirds

of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 20% of our ordinary shares following the initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our

pre-business

combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which our shareholders do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary

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shares upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.

Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the private placement warrants and forward purchase shares. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure our shareholders that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination or if a forward purchase party withholds its consent confirming its commitment to purchase all of the forward purchase shares, we may be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our shareholders do not support.

Our initial shareholders own 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our shareholders do not support, including amendments to our amended and restated memorandum and articles of association. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. The forward purchase shares, if issued, would not be issued until the completion of our initial business combination, and, accordingly, will not be included in any shareholder vote until such time.

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of our shareholders warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without our shareholder approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

We may redeem our shareholders unexpired warrants prior to their exercise at a time that is disadvantageous to our shareholders thereby making our shareholders’ warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30

trading-day

period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force our shareholders to (i) exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees.

Because each unit contains

one-third

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

Each unit contains

one-third

of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for

one-third

of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

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We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by

non-affiliates

exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

S-K.

non-affiliates

exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by

non-affiliates

exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form

10-K

for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the

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provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Because we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Risks Associated with Acquiring and Operating a Business in Foreign Countries

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner

Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with. None of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair our shareholders’ ability to communicate with us.

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ITEM IB.

UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.

PROPERTIES.

We maintain executive offices at 667 Madison Avenue, 16th Floor, New York, NY 10065 pursuant to an agreement with our sponsor. The cost for this space is included in the aggregate $25,000 per month fee we pay to our sponsor for office space, utilities, secretarial services and administrative support services. We consider our current office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.

ITEM 3.

LEGAL PROCEEDINGS.

As of December 31, 2021, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our units, Class A ordinary shares and warrants listed on the NYSE under the symbols “RBAC.U,” “RBAC” and “RBAC WS”, respectively.

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Holders

As of February 18, 2022, there was one holder of record of our units, two holders of record of our Class A ordinary shares, seven holders of record of our Class B ordinary shares, one holder of record of our public warrants and one holder of record of our private placement warrants.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Purchases of Equity Securities by the Issuer and Affiliated Purchaser

None.

ITEM 6.

SELECTED FINANCIAL DATA.

None.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References to the “company,” “our,” “us” or “we” refer to RedBall Acquisition Corp. The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Annual Report on Form

10-K

including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Annual Report on Form

10-K.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on June 10, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet selected. While we may pursue an acquisition opportunity in any industry or sector, we intend to focus our search on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement our management team’s expertise and will benefit from our strategic and

hands-on

operational leadership. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination

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(pursuant to the forward purchase agreements or backstop agreements we may enter into following the consummation of the offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our registration statement for the initial public offering became effective on August 12, 2020. On August 17, 2020, we consummated the initial public offering of 57,500,000 units at a price of $10.00 per unit, including 7,500,000 units issued pursuant to the exercise in full of the underwriters’ exercise of their over-allotment option, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions.

Simultaneously with the closing of the initial public offering, we consummated the private placement of 9,566,667 private placement warrants at a price of $1.50 per private placement warrant with the sponsor, generating gross proceeds of approximately $14.4 million.

Upon the closing of the initial public offering and the private placement, $575.0 million ($10.00 per unit) of the net proceeds of the initial public offering and certain of the proceeds of the private placement were placed in a trust account, located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

of the Investment Company Act, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the trust account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

If we are unable to complete a business combination within the completion window, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Proposed Business Combination

As more fully described in Note 1 to the audited financial statements contained herein, on October 13, 2021, we entered into the Business Combination Agreement with Merger Sub One, Merger Sub Two and SeatGeek. See Current Report on Form

8-K

filed with the SEC on October 13, 2021, and as amended and reported in a Current Report on Form

8-K

filed on December 13, 2021 for more information and related agreements entered into.

Liquidity and Going Concern

As of December 31, 2021, we had approximately $458,000 in cash and working capital deficit of approximately $5.7 million. All remaining cash and securities were held in the trust account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use.

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Our liquidity needs up to December 31, 2021 had been satisfied through our sponsor paying $25,000 to cover for certain of our offering costs in exchange for the issuance of the founder shares, a loan of approximately $236,000 pursuant to the Note (as defined below) issued to our sponsor, and the net proceeds from the consummation of the private placement not held in the trust account. We fully repaid the Note to our sponsor on August 19, 2020. As noted below under “—Related Party Transactions—Related Party Loans” on February 23, 2022, our sponsor funded a working capital loan to us in the amount of $400,000.

We have incurred and expect to incur additional significant costs in pursuit of our financing and acquisition plans including the proposed business combination. In connection with management’s assessment of going concern considerations in accordance with FASB ASC Topic

205-40,

“Presentation of Financial Statements-Going Concern,” management has determined that these considerations taken together, the mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 17, 2022. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Results of Operations

Our entire activity from June 10, 2020 (inception) through December 31, 2021, was in preparation for an initial public offering, and since our initial public offering, our activity has been limited to the search for a prospective initial business combination. We will not generate any operating revenues until the closing and completion of our initial business combination.

For the year ended December 31, 2021, we had net income of approximately $6.8 million, which consisted of a gain of approximately $13.0 million from the change in fair value of derivative warrant liabilities and an approximate $205,000 net gain on investments held in Trust Account, which were partially offset by approximately $6.2 million in general and administrative expenses, and $300,000 of related party administrative fees.

For the period from June 10, 2020 (inception) through December 31, 2020, we had a net loss of approximately $25.1 million which consisted of approximately $22.4 million loss from changes in fair value of derivative warrant liabilities and approximately $1.6 million of transaction costs-derivative warrant liabilities, $1,218,000 in general and administrative expense and approximately $111,000 of related party administrative fees, partially offset by approximately $283,000 of income from our investments held in the Trust Account.

Related Party Transactions

Founder Shares

On June 10, 2020, we issued the 14,375,000 founder shares to our sponsor in exchange for a payment of $25,000 by our sponsor to cover for certain offering costs on behalf of the company. In July 2020, our sponsor transferred 30,000 founder shares to each of our independent directors at cost. In addition, in August 2020, our sponsor transferred 30,000 founder shares to RHGM pursuant to its retainer agreement, resulting in our sponsor holding 14,175,000 founder shares. The holders of the founder shares agreed to forfeit up to an aggregate of 1,875,000 founder shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the founder shares would represent 20% of our issued and outstanding shares after the initial public offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these founder shares were no longer subject to forfeiture.

The initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of the initial business combination or (ii) the date on which the company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial business combination, the founder shares will be released from the

lock-up.

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Related Party Loans

On June 10, 2020, our sponsor agreed to loan us up to $300,000 to be used for the payment of costs related to the initial public offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the initial public offering. We borrowed approximately $236,000 under the Note, and then fully repaid the Note on August 19, 2020. On February 23, 2022, our sponsor funded an additional loan to us in the principal amount of $400,000. See “Other Information” in Item 9B of this Annual Report on Form 10-K. A portion of the proceeds, together with cash on hand, was used to repay amounts owing to an affiliate of our sponsor for advances made by the affiliate on our behalf in respect of operating expenses.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us additional funds as may be required (“Working Capital Loans”). If we complete a business combination, we would repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, we may use a portion of proceeds held outside the trust account, if any, to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. The currently outstanding $400,000 sponsor loan does not provide the sponsor with this option. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Administrative Support Agreement

We agreed to pay our sponsor a total of $25,000 per month, commencing on the date that our securities were first listed on the NYSE, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial business combination or our liquidation, we will cease paying these monthly fees. We incurred approximately $300,000 and $111,000 for expenses in connection with the administrative support agreement for the year ended December 31, 2021 and for the period from June 10, 2020 (inception) through December 31, 2020, respectively.

Contractual Obligations

Registration Rights

The holders of founder shares, private placement warrants, forward purchase shares and warrants that may be issued upon conversion of Working Capital Loans, if any, were entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable

lock-up

period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the initial public offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreements

We entered into forward purchase agreements pursuant to which the forward purchase parties, affiliates of the sponsor, agreed to purchase an aggregate of $100.0 million of forward purchase shares for $10.00 per share in private placements that will close simultaneously with the closing of the initial business combination. The forward purchase shares will be identical to the Class A ordinary shares included in the units sold in the initial public offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase shares may be used for expenses in connection with the initial business combination or as part of the consideration to the sellers in the initial business combination, and any excess funds may be used for the working capital needs of the post-transaction company. The forward purchase agreements are subject to conditions, including each forward purchase party giving us written consent confirming its commitment to purchase the forward

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purchase shares no later than five days after we notify each party of the board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each forward purchase party does not consent, it will not be obligated to purchase the forward purchase shares. In addition, we have the right the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements. In connection with the Business Combination, the forward purchase parties elected not to purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold if we consummate the Business Combination.

Backstop Subscription Agreement

On October 13, 2021, concurrently with the execution of the Business Combination Agreement, our sponsor entered into the Backstop Subscription Agreement with us, pursuant to which, on the terms and subject to the conditions set forth therein, our sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek common stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by our shareholders.

Contingent Fee Arrangements

We have entered into certain fee arrangements with various service providers and advisors in connection with its search for a prospective initial business combination. A portion of the fees in connection with the services rendered as of December 31, 2021 have been deferred and were contingent upon the closing of a business combination and therefore not included as liabilities on the accompanying consolidated balance sheets.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:

Investments Held in the Trust Account

Our portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, 57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the accompanying consolidated balance sheets.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the initial public offering, the company recognized the accretion from initial book value to redemption amount, which, resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

We did not consider the effect of the warrants issued in connection with the initial public offering and the private placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Derivative Warrant liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued warrants to purchase Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC

815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

We issued 19,166,667 ordinary shares warrants to investors and 9,566,667 private placement warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC

815-40.

Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the initial public offering and private placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the public warrants and the Black- Scholes method for the private placement warrants. Beginning as of October 2020, the fair value of public warrants has been measured based on the listed market price of such the public warrants.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU

2020-06

on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our consolidated financial statements.

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Off-Balance

Sheet Arrangements

As of December 31, 2021 and 2020, we did not have any

off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation

S-K

and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging

growth companies. As such, our consolidated financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of December 31, 2021, we were not subject to any market or interest rate risk. The net proceeds of our initial public offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Reference is made to pages

F-1

through

F-20

comprising a portion of this Annual Report on Form

10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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As required by Rules

13a-15

and

15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

13a-15

(e) and

15d-15(e)

under the Exchange Act) were not effective as of December 31, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares issued by the company was not effectively designed or maintained. This material weakness resulted in the restatement of the company’s balance sheet as of August 17, 2020, its financial statements for the period ended December 31, 2020 and its interim financial statements and Notes as reported in its SEC filings for the quarters ended September 30, 2020, March 31, 2021, June 30, 2021 and September 30, 2021. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form

10-K

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2021, because of material weaknesses in our internal control over financial reporting. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex financial instruments issued by the company was not effectively designed or maintained. This material weakness resulted in the restatement of the company’s balance sheet as of August 17, 2020, its annual financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended December 31, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except as described below.

During the fiscal quarter ended December 31, 2021, our management concluded that our controls around the interpretation and accounting for certain complex features of the Class A ordinary shares issued by the company were not effectively designed or maintained resulting in the misclassification of Class A ordinary shares as permanent equity instead of temporary equity. This resulted in the need to restate of our balance sheet as of August 6, 2020, our annual financial statements for the period ended December 31, 2020 and our interim financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021. These statements were restated within the Form 10-K/A filing with the SEC on December 13, 2021.

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Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares. Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

ITEM 9B. OTHER INFORMATION.

On February 23, 2022, our sponsor funded a loan to us in principal amount of $400,000 and we issued a promissory note (the “Promissory Note”) in like principal amount to the sponsor. The Promissory Note bears no interest and is due and payable upon the earlier of (i) the date on which we consummate our initial business combination and (ii) August 17, 2022. Our sponsor has agreed to waive any right, title, interest or claim of any kind in or to any distribution from the trust account with respect to the Promissory Note.

The issuance of the Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Promissory Note, a copy of which is attached as Exhibit 10.12 hereto and is incorporated herein by reference.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Our directors and executive officers are as follows:


Name	Age	Position

Gerald Cardinale	54	Co-Chairman of the Board of Directors

Billy Beane	59	Co-Chairman of the Board of Directors

Alec Scheiner	52	Chief Executive Officer

David Grochow	42	Chief Financial Officer

Luke Bornn	36	Executive Vice President

Volkert Doeksen	59	Director

Deborah A. Farrington	71	Director

Richard C. Scudamore	62	Director

Richard H. Thaler	76	Director

Lewis N. Wolff	86	Director

Gerald Cardinale

, 54, has been

Co-Chairman

of the Board since June 10, 2020. Mr. Cardinale, the Founder and Managing Partner of RedBird, is a leader in the sports industry, with over 25 years of experience building a range of multi-billion-dollar platform companies. Prior to founding RedBird, Mr. Cardinale spent 20 years at Goldman Sachs where he was a Partner of the firm and a senior leader of the merchant banking division’s private equity investing business, managing over $100 billion of private capital across equity, debt, real estate and infrastructure investment strategies. In 2001, Mr. Cardinale partnered with the New York Yankees and the Steinbrenner family to create the Yankees Entertainment & Sports (“YES”) Network. The YES Network soon became the number one regional sports network in the United States by viewership and profitability and was acquired by Twenty- First Century Fox, Inc. in 2014. In 2007, Mr. Cardinale partnered with the Dallas Cowboys and the New York Yankees to create Legends Hospitality, one of the preeminent businesses in the sports ecosystem across premium sales, concessions, hospitality and merchandising.

At RedBird, Mr. Cardinale has continued his track record for building sports businesses in partnership with word class rights holders and helping them leverage their intellectual property to create business platforms with substantial terminal value. In 2015, RedBird partnered with the NFL and its 32 owners to create On Location Experiences, a global experiential entertainment business which grew to over 150 rights holder partnerships, including the NFL and the Super Bowl, NCAA Final Four, Ryder Cup and PGA Championships, 50+ college bowl games, music festivals and hundreds of global music tours. On Location Experiences was acquired by Endeavor in 2020.

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In August 2019, RedBird partnered with the New York Yankees, Amazon and Sinclair Broadcasting to reacquire the YES Network as part of the larger acquisition of 21st Century Fox by the Walt Disney Company. YES continues its market leading position as the #1 Regional Sports Network in the United States, broadcasting the games of the New York Yankees, Brooklyn Nets and New York City Football Club and garnering a total of 118 Emmy Awards for its sports and entertainment programming.

In December 2019, RedBird partnered with the NFL Players’ Association (“NFLPA”) and MLB Players’ Association (“MLBPA”) to create OneTeam Partners, a first of its kind platform company which helps athletes maximize the value of their name, image and likeness rights, anchored by the NFLPA and MLBPA’s video game and trading cards rights.

In 2020, RedBird announced an investment in Skydance Media, a diversified entertainment platform in partnership with Larry and David Ellison, Tencent and CJ Entertainment that produces original content across four main verticals: (i) Feature Film (Top Gun, Mission Impossible, Star Trek); (ii) Subscription Video on Demand (SVOD) and Television (Jack Ryan, Jack Reacher Altered Carbon, Gracie & Frankie); (iii) Animation; and (iv) Interactive (Walking Dead VR game).

In 2021, RedBird built on its track record of investments in premier sports brands with an investment in Fenway Sports Group (Boston Red Sox, Liverpool, NESN, Roush Fenway and the Pittsburgh Penguins) and The SpringHill Company, the global consumer and entertainment company founded by LeBron James and Maverick Carter, which is focused on empowering underrepresented voices and enabling them to tell new and unique stories.

Mr. Cardinale currently sits on the boards of Yankee Global Enterprises (the corporate holding company of the New York Yankees), the YES Network, OneTeam Partners, Skydance Media and RedBird FC (Toulouse FC and Zelus Analytics), among others. Philanthropically, Mr. Cardinale is a Trustee of the Mount Sinai Health System in New York City and leads one of the multi-state Selection Committees that awards Rhodes Scholarships each year. Mr. Cardinale received an Honors B.A. from Harvard University where he graduated Magna Cum Laude and an M.Phil in Politics and Political Theory from Oxford University where he was a Rhodes Scholar. Based on Mr. Cardinale’s substantial experience in our target sectors, mergers and acquisitions, corporate finance and his track record at Goldman Sachs and RedBird and in advising and managing public and private companies, we believe he is qualified to serve on our board of directors.

Billy Beane

, 59, serves as

Co-Chairman

of the Board. Mr. Beane is considered one of the most progressive and iconic executives in professional sports and has been a leader in bringing analytics to the forefront of professional sports. He was promoted to his current position of Executive Vice President of Baseball Operations for the Oakland A’s in 2015 after 18 seasons as General Manager.

Few executives have replicated Mr. Beane’s return on investment in terms of spending relative to wins, which we believe has the most direct impact on creating enterprise value in sports. Despite having a payroll that has consistently ranked in the bottom quartile of Major League Baseball (“MLB”), the A’s have compiled the seventh most wins in the MLB under Mr. Beane’s tenure, and their eight postseason appearances since the 2000 season are tied for fifth among all MLB teams. Since Mr. Beane was promoted to General Manager following the 1997 season, the value of the Oakland A’s has increased from $118 million in 1998 to $1.1 billion today. Mr. Beane’s analytics-based approach has been adopted by many other major professional sports teams and leagues and has spawned a new industry around sports data analytics.

Mr. Beane has also been actively involved in European football and is a consultant to the Dutch football club AZ Alkmaar. Since Mr. Beane’s involvement, AZ Alkmaar has improved from 6th in the 2016-2017 season to 2nd in the 2019-2020 season of the Dutch Eredivisie league, has more than doubled its roster value and has increased its annual net transfer proceeds. Mr. Beane was a minority owner of England’s Barnsley Football Club, which was promoted from English 3rd division to the 2nd division during Mr. Beane’s involvement.

Mr. Beane’s leadership and the A’s innovative approach to measuring, acquiring, and managing talent were the subject of Michael Lewis’ best- selling book Moneyball: The Art of Winning an Unfair Game. The book has since been made into a full-length motion picture featuring Brad Pitt in the starring role, which premiered in 2011. Mr. Beane has worked with Fortune 500 companies, global sports leagues, and high-performing organizations to apply this methodology of identifying and using undervalued assets to create and sustain a competitive edge. In 2017, Mr. Beane was named one of the top hundred living business minds by Forbes magazine. He has served on the board of directors of several companies, including ProTrade and NetSuite, Inc. Based on Mr. Beane’s substantial experience in our target sectors and his leadership in advising and managing public and private companies and sports organizations, we believe he is qualified to serve on our board of directors.

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Alec Scheiner

, 52, has been our Chief Executive Officer since June 10, 2020. Mr. Scheiner is a well-respected operator and investor within the sports and media industry. He was one of the top executives with the Dallas Cowboys when the club designed and built the $1.2 billion AT&T Stadium.

While at the Dallas Cowboys, Mr. Scheiner helped transform the club’s sales and administrative organization, built its own merchandising company, formed Legends Hospitality (where he sat on the board and executive committee), and created

in-house

football analytics functions. From 2012 to 2016, Mr. Scheiner served as President of the Cleveland Browns and oversaw an unprecedented business turnaround, including $150 million of facility renovations in two years and the creation of one of the largest football and business analytics departments in the NFL. Since joining RedBird in 2016, Mr. Scheiner has helped oversee investment opportunities and advisory efforts for RedBird Sports Group, a subsidiary of RedBird’s management company. Consistent with RedBird’s investment mandate and philosophy, RedBird Sports Group brings together

in-house

operating capabilities, company building expertise and flexible long-term capital to enable more professionalized ownership of sports assets in partnership with rights holders. At RedBird, Mr. Scheiner helped create OneTeam Partners and is a lead director on its Board of Directors. Mr. Scheiner is also a director on the Board of Directors of Toulouse FC, Zelus Analytics and the Rajasthan Royals. Mr. Scheiner attended Georgetown University, where he earned his degree in Economics and Latin American studies with honors and received his J.D. with honors from Georgetown Law School.

David Grochow

, 42, has been serving as our Chief Financial Officer since June 10, 2020. Mr. Grochow is the Chief Financial Officer of RedBird, which he joined in November 2018. From March 2010 to November 2018, Mr. Grochow served in various financial positions at Irving Place Capital, an investment firm, most recently as Chief Financial Officer. Prior to Irving Place Capital, David worked for six years in the Private Equity Group at The Blackstone Group. David Also spent time with Geller & Co. and Arthur Andersen. David received a B.B.A. degree from the Goizueta Business School at Emory University and is a Certified Public Accountant.

Luke Bornn

, 36, serves as Executive Vice President. Dr. Bornn is recognized as a world leader in sports analytics, having published dozens of peer-reviewed academic articles across multiple sports. His work has received numerous accolades, including six straight MIT Sloan research award finalist selections from 2014 through 2019. Dr. Bornn has led the analytics groups for the Sacramento Kings (where he served as Vice President, Strategy and Analytics from 2017 to July 2020) and AS Roma (where he served as Head of Analytics from 2016 to 2017, when the market value of the players signed during his tenure increased significantly). In both roles he worked closely with managers, coaches and sports scientists to measure and evaluate athletes and performance. In addition to his work with European football and North American basketball teams, the British Columbia native has held tenure-track professorships in Statistics at both Harvard University and Simon Fraser University where he served as Associate Professor of Statistics until August 2020. Dr. Bornn is Chief Scientist and

Co-Founder

of Zelus Analytics, a sports analytics company providing a world-leading sports intelligence platform for professional sports teams in their exclusive partner network, where he has served since July 2020.

Volkert Doeksen

, 59, serves as a director. Mr. Doeksen is the

Co-Founder

of AlpInvest Partners, a private equity group launched in 2000. While at AlpInvest, Mr. Doeksen served as Chairman of the Board, Managing Partner and Chief Executive Officer, where he scaled their business to become a world-class global private equity firm with over €45 billion of assets under management and over 155 employees across three continents. During his tenure, AlpInvest became a prominent Fund of Fund

co-investment,

secondaries and mezzanine investment firm. Prior to founding AlpInvest, Mr. Doeksen was a Director and Investment Partner at Kleinwort Benson Limited, where he was involved with the U.S. fund’s private equity and mezzanine transactions as well as with launching Dresdner Kleinwort Benson’s new private equity fund initiatives in Central and Eastern Europe and Mexico, where he was a member of the investment committee and partner in each of those funds. From 2015 until 2019, Mr. Doeksen served as a Senior Advisor to The Carlyle Group. He is currently a Member of the Board at Nouryon B.V. and Nobian B.V., both specialty chemical producers in Amsterdam; a Member of the Board at Athora Holdings, Bermuda; a Member of the Board at European Biotech Acquisition Corp. (NASDAQ: EBAC); and a Member of the Board at Royal Doeksen B.V. He holds a Law degree from Leyden University, the Netherlands. Based on Mr. Doeksen’s substantial experience in financial services, capital markets, private equity and asset management, we believe he is qualified to serve on our board of directors.

Deborah A. Farrington

, 71, serves as a director. Ms. Farrington is Co-Founder and Managing Partner of StarVest Partners LP, a New York City based venture capital firm investing in technology-enabled business services with a focus on software-as-a-service, data & analytics and internet marketing. It was founded in 1998 and is one of the largest women majority-owned venture capital firms in the US. She also serves as President of StarVest Management LLC, the firm’s management company. StarVest was an early investor in Software-as-Service (“SaaS”) investing in NetSuite, the first SaaS ERP company, in 2000. Ms. Farrington is an experienced public company director of technology, business services and Fortune 500 companies and has chaired or served on all major board committees over the past 20 years across multiple facets of technology and financial services. Currently, Ms. Farrington is a Director, Chair of the Corporate Governance & Nominating Committee and a member of the Audit Committee of Ceridian HCM Holdings Inc. (NYSE: CDAY); and a Director, Chair of the Human Resources & Compensation Committee and member of the Audit

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Committee of NCR, Inc. (NYSE: NCR). In the past, Ms. Farrington served as the Chair of the Governance Committee and a member of the Risk Committee of NCR, Inc. from 2017 to 2020; a Director, Chair of the Compensation Committee and a member of the Audit Committee of Collectors Universe, Inc. (NASDAQ: CLCT) from 2003 to 2020; and Lead Director and Chair of NetSuite’s Compensation Committee from its 2007 IPO to its sale to Oracle for $9.2 billion in 2016. Prior to founding StarVest, Ms. Farrington was President & CEO of New York-based private equity firm Victory Ventures LLC; Managing Director of Asian Oceanic; and an investment banker and Division Director of Merrill Lynch International in New York, Hong Kong and Tokyo. She is a graduate of Smith College where she is a member of its Investment Committee. She holds an MBA from the Harvard Business School, where she has endowed a Fellowship for Women Entrepreneurs and served on the Visiting Committee and as Vice President of the Alumni Board. She is currently a Director of the Harvard Business School Club of New York. Based on Ms. Farrington’s substantial experience as a public company director and committee member and experience in asset management and venture capital, and capital markets, private equity and asset management, we believe she is qualified to serve on our board of directors.

Richard Scudamore

, 62, serves as a director. From 1999 until the start of 2019, Richard Scudamore was the Chief Executive and then Executive Chairman of the Premier League, the most watched football league in the world. During this period, Mr. Scudamore was accountable to the club owners for all elements of the league’s operations including regulatory, legal and political matters, and the sale of broadcasting and central commercial rights across 225 international markets. Under his leadership, the organization used the strong platform provided by its 20 Member Clubs to successfully increase interest in the competition to become the most watched in the world, grow revenues significantly and invest in and support football development at all levels of the sport. During his time at the Premier League, Mr. Scudamore became Chairman of the World League’s Forum and

co-chaired

the UK Government’s Sports Business Council. Mr. Scudamore was a Founding Trustee of the Football Foundation—a charity funded by the Premier League and the UK Government which has installed or improved over 3,000 community sports facilities across the UK since 2000. Before joining the Premier League, he was Chief Executive of the Football League. Prior to that, he was Senior Vice-President of the Thomson Corporation, responsible for their US newspaper publishing division. Mr. Scudamore currently sits on the advisory board of The Ryder Cup and provides strategic advice to Major League Baseball and Australian Professional Football. Based on Mr. Scudamore’s substantial industry knowledge and significant management experience, we believe he is qualified to serve on our board of directors.

Richard H. Thaler

, 76, serves as a director. Professor Thaler is a Nobel Prize winner in Economic Sciences and is the Charles R Walgreen Distinguished Service Professor of Economics, and Behavioral Science at the University of Chicago’s Booth School of Business, where he has served since 1995. Prof. Thaler is also a Research Associate at the National Bureau of Economic Research. Prof. Thaler’s research lies in the gap between psychology and economics. Prof. Thaler is considered a pioneer in the fields of behavioral economics and finance, and is the author of numerous academic articles and the books including The Winner’s Curse, Nudge (with Cass Sunstein) and Misbehaving. Prof. Thaler is a regular contributor to the New York Times “Economic View” column. In 2015, Prof. Thaler served as President of the American Economic Association. Prof. Thaler is a distinguished fellow of the American Finance Association, a fellow of the Econometric Society, and a member of the American Academy of Arts and Sciences and the National Academy of Science. Prof. Thaler also serves as a principal of Fuller & Thaler Asset Management in San Mateo, CA, an asset management firm

co-founded

by Prof. Thaler in 1999, which manages approximately $9 billion. Prof. Thaler has also served as a Senior Advisor to PIMCO since January 2019. We believe Prof. Thaler’s knowledge of economics and finance and his leadership experience in asset management provide unique insight to our board and qualifies Prof. Thaler to serve on our board of directors.

Lewis N. Wolff

, 86, serves as a director. Mr. Wolff has served as Chairman and Chief Executive Officer of Wolff Urban Management, Inc., a real estate acquisition, investment, development and management firm, since 1994. Mr. Wolff acquired

co-ownership

of Major League Baseball’s Oakland Athletics in April 2005 and also ownership of Major League Soccer’s San Jose Earthquakes in July 2007. Previously, he was an investor in the St. Louis Blues National Hockey League Team and the Golden State Warriors National Basketball Association team. Mr. Wolff is also

Co-Founder

and, since 1994, has served as

Co-Chairman

of Maritz, Wolff & Co., a privately held hotel investment group that manages

top-tier

luxury hotels. Mr. Wolff and his partner, Flip Maritz, most recently closed the sale of the

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Rosewood Hotel & Resort Management Company and Maritz, Wolff & Co. assets included The Carlyle Hotel, Little Dix Bay Resort, The Mansion at Turtle Creek and the Inn of the Anasazi—Santa Fe, New Mexico. Mr. Wolff has served on the Board of Directors of Sunstone Hotel Investors, Inc. (NYSE: SHO), the Board of Directors of First Century Bank, Vice Chairman of Rosewood Hotels & Resorts, and

co-Chairman

of Fairmont Hotels & Resorts, a hotel management company formed by Fairmont Hotel Management Company and Canadian Pacific Hotels & Resorts, Inc. from 1999 through summer 2004. Mr. Wolff currently serves on the Board of Directors of Bobrick Washroom Equipment and Santa Clara University Board of Regents. Mr. Wolff holds a Bachelor’s Degree in Business Administration from the University of Wisconsin, Madison. He received his MBA from Washington University in St. Louis. Based on Mr. Wolff’s substantial experience in acquiring and owning sports franchises and in managing public and private companies, we believe he is qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

Our board of directors consists of seven members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Richard H. Thaler and Lewis N. Wolff, is expected to expire at the extraordinary meeting in lieu of the annual meeting we anticipated holding in connection with the vote on the Business Combination. The term of office of the second class of directors, consisting of Volkert Doeksen, Deborah A. Farrington and Richard Scudamore, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Billy Beane and Gerry Cardinale, will expire at the third annual general meeting.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

Upon and following consummation of an initial business combination, our sponsor will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Volkert Doeksen, Richard Scudamore, Richard H. Thaler, Lewis N. Wolff and Deborah A. Farrington is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Board Committees

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee are composed solely of independent directors. The rules of the NYSE and Rule

10A-3

of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and will have the composition and responsibilities described below. The charter of each committee is available on our website.

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Audit Committee

We have established an audit committee of the board of directors. Volkert Doeksen, Deborah A. Farrington and Richard Scudamore serve as members of our audit committee, and Ms. Farrington chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Volkert Doeksen, Deborah A. Farrington and Richard Scudamore meet the independent director standard under the NYSE listing standards and under Rule

10A-3(b)(1)

of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Deborah A. Farrington qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

•

pre-approving

all audit and

non-audit

services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing

pre-approval

policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality- control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation

S-K

promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Volkert Doeksen, Richard H. Thaler and Lewis N. Wolff serve as members of our compensation committee. Mr. Doeksen chairs the compensation committee. Under the NYSE listing standards, all the directors on the compensation committee must be independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

•

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

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•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

We have paid and will pay our sponsor or an affiliate of our sponsor $25,000 per month, for up to 24 months from the initial public offering, for office space, utilities and secretarial and administrative support and reimbursement of expenses. We also may engage the services of firms or individuals that specialize in business acquisitions, which firms or individuals could be affiliated with a director or an officer. If we do so, we will likely pay a finder’s fee, consulting fee or other similar fees to be determined based on the terms of the transaction.

The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance are Deborah A. Farrington, Richard H. Thaler and Lewis N. Wolff. Prof. Thaler serves as chair of the nominating and corporate governance committee. Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

•

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors;

•

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

•

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

•

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

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Code of Ethics and Committee Charters

We adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us and will be posted on our website. If we make any amendments to our Code of Ethics other than technical, administrative or other

non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report on Form

10-K

or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i)

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii)

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii)

directors should not improperly fetter the exercise of future discretion;

(iv)

duty to exercise powers fairly as between different sections of shareholders;

(v)

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi)

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. Further, in connection with any business combination opportunity with a

non-sports

target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities would include investment funds of RedBird. Any such entity may

co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

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Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:


Individual	Entity	Entity’s Business	Affiliation
Gerald Cardinale	RedBird Capital Partners	Financial Services	Founder and Managing Partner
	YES Network	Sports Entertainment	Director
	OneTeam Partners	Sports Entertainment	Director
	Skydance Media	Media	Director
	Mt. Sinai Hospitals	Healthcare	Director
	TierPoint	Communications	Director
	Aethon United	Energy	Director
	Toulouse FC	French Football Club	Director
	XFL	Sports Entertainment	Director
	Wasserman Media Group	Sports Marketing	Director
	The SpringHill Company	Media	Director
	Fenway Sports Group	Sports Entertainment	Director
Billy Beane	Oakland A’s	Major League Baseball Club	Executive Vice President of Baseball Operations
	AZ Alkmaar	Dutch Football Club	Consultant
Alec Scheiner	RedBird Capital Partners	Financial Services	Partner
	OneTeam Partners	Sports Entertainment	Director
	Toulouse FC	French Football Club	Director
	Zelus Analytics	Sports Entertainment	Director
	Rajasthan Royals	Indian Cricket Club	Director
David Grochow	RedBird Capital Partners	Financial Services	Chief Financial Officer and Chief Compliance Officer
Luke Bornn	Zelus Analytics	Sports Entertainment	Co-Founder and Chief Scientist
Volkert Doeksen	AlpInvest Partners	Financial Services	Founder
	Nouryon B.V.	Chemicals	Director
	Athora Holdings	Insurance	Director
	Nobian B.V.	Chemicals	Director
	European Biotech Acquisition Corp.	Life Sciences focused SPAC	Director
	Royal Doeksen B.V.	Shipping	Director
Deborah A. Farrington	StarVest Partners LP	Financial Services	Co-Founder and Managing Partner
	Starvest Management LLC	Financial Services	President
	Ceridian HCM Holdings Inc.	Human Capital	Director
	NCR, Inc.	Enterprise Technology	Director
	Smith College	Education	Member, Investment Committee
	Planful	Enterprise Performance Management	Observer, Board of Directors
	RAMP Holdings Inc.	Enterprise Content Delivery	Director
	Snag Holdings, Inc.	Human Capital	Director
	Xignite, Inc.	Data & Analytics	Director
Richard C. Scudamore	Scudamore1 Ltd.	Advisory	Consultant
	Ryder Cup	Sports Entertainment	Advisory Board Member
	Supreme Committee for Legacy of the State of Qatar	Sports Entertainment	Advisor - Qatar Stars Professional Football League
Richard H. Thaler	University of Chicago		Professor
	Fuller & Thaler Asset Management	Financial Services	Co-Founder and Principal
	Pacific Investment Management	Financial Services	Senior Advisor
	Company LLC (“PIMCO”)
Lewis N. Wolff	Wolff Urban Management, Inc	Real Estate	Chairman and Chief Executives Officer
	Maritz, Wolff & Co.	Hospitality	Co-Chairman
	Oakland Athletics	Sports Entertainment	Owner
	San Jose Earthquakes	Sports Entertainment	Owner
	Sunstone Hotel Investors	Real Estate	Director First
	Century Bank	Financial Services	Director

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Rosewood Hotels & Resorts	Hospitality	Vice Chairman
Fairmont Hotels & Resorts	Hospitality	Co-Chairman
Bobrick Washroom Equipment	Manufacturing	Director
Santa Clara University Board of Regents	Education	Regent

Shareholders should also be aware of the following other potential conflicts of interest:

•

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Certain of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Mr. Beane’s employment arrangements and the rules of Major League Baseball will impose certain obligations and restrictions on Mr. Beane, which may limit

⁄

Mr. Beane’s ability to participate in the diligence, negotiation, evaluation and/or Board determination to proceed with the acquisition of or operation of a professional baseball franchise. There is no assurance that we will pursue any such acquisition or operation.

•

Our initial shareholders have purchased founder shares and private placement warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after our initial business combination, the founder shares will be released from the

lock-up.

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and independent directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Commencing on the date our securities were first listed on the NYSE, we have paid and will pay our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative services provided to members of our management team.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

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In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the initial public offering in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the company’s ordinary shares. Such officers, directors, and persons are required by SEC regulation to furnish the company with copies of all Section 16 (a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the company, the company is not aware of any failures to file reports or report transactions in a timely manner during the year ended December 31, 2021

ITEM 11. EXECUTIVE COMPENSATION.

None of our officers or directors have received any cash compensation for services rendered to us. However, under the terms of our agreement with Richard Scudamore for his service as a director, our successful consummation of a business combination would result in our being obligated to pay Mr. Scudamore $100,000. Commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on, and pursuing, suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

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After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post- combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 18, 2022, by:

•

each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares;

•

each of our officers and directors; and

•

all of our officers and directors as a group.

The following table is based on 71,875,000 ordinary shares of outstanding at February 18, 2022, of which 57,500,000 were Class A shares and 14,375,000 were founder shares. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.


Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Percentage of Outstanding Ordinary Shares
RedBall SponsorCo LP(2)(3)		14,195,000		19.8	%
D. E. Shaw & Co., L.L.C. and related entities (4)		3,320,477		5.8	%
Millennium and related entities (5)		3,241,446		5.6	%
Gerald Cardinale(2)(3)		14,195,000		19.8	%
Billy Beane		—		—
Alec Scheiner		—		—
David Grochow		—		—
Luke Bornn		—		—
Volkert Doeksen(2)		30,000		*
Deborah A. Farrington(2)		30,000		*
Richard C. Scudamore(2)		30,000		*
Richard H. Thaler(2)		30,000		*
Lewis N. Wolff(2)		30,000		*
All officers and directors as a group (ten individuals)		14,345,000		20.0	%

*	Less than one percent

(1)	Unless otherwise noted, the business address of each of our shareholders listed is 667 Madison Avenue, 16th Floor, New York, New York 10065.

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(2)

Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Interests shown do not reflect any founder shares in which any individual has an indirect economic interest in by reason of the individual’s indirect interests in RedBall SponsorCo LP. Excludes forward purchase shares that will only be issued, if at all, at the time of our initial business combination.

(3)

RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, our sponsor, is the record holder of the shares reported herein. RedBall SponsorCo GP LLC is the general partner of RedBall SponsorCo LP and has voting and investment discretion with respect to the Class B Ordinary Shares held of record by RedBall SponsorCo LP. RedBird Series 2019 GenPar LLC is the sole member of RedBall SponsorCo GP LLC. S2019 RedBall LP is a limited partner of RedBall SponsorCo LP. RedBird Series 2019, LP is a limited partner of S2019 RedBall LP. RedBird Series 2019 GP Co-Invest, LP is a limited partner of S2019 RedBall LP. RedBird Series 2019 GP Co-Invest GenPar LLC is the general partner of RedBird Series 2019 GP Co-Invest, LP. RedBird Series 2019 Carry Vehicle LLC is the sole member of RedBird Series 2019 GenPar LLC. RedBird Capital Partners Holdings LLC is the sole member of RedBird Series 2019 Carry Vehicle LLC. RedBird Capital Partners LLC is the manager of RedBird Capital Partners Holdings LLC. RedBird Holdings Carry Vehicle LP is a member of RedBird Capital Partners LLC. RedBird Series 2019 Holdings Carry Vehicle LP is a limited partner of RedBird Holdings Carry Vehicle LP. Gerald J. Cardinale is a limited partner of RedBird Series 2019 Holdings Carry Vehicle LP and the managing member of RedBird Capital Partners LLC. As a result of the aforementioned relationships, Mr. Cardinale and each of the foregoing entities may be deemed to share beneficial ownership of the Class A Ordinary Shares of which RedBall SponsorCo LP is the beneficial owner. Mr. Cardinale and each of the foregoing entities disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly, and the filing of the Schedule 13G on February 11, 2021 should not be construed as an admission that any of the foregoing is, for purposes of Section 13 of the Exchange Act, the beneficial owner of the Class A Ordinary Shares reported herein.

(4)	Beneficial ownership is based on ownership as set forth in the Schedule 13G/A filed by D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P. and David E. Shaw on February 14, 2022. The address for the foregoing reporting persons is 1166 Avenue of the Americas, 9th Floor, New York, New York 10036.

(5)

Beneficial ownership is based on ownership as set forth in the Schedule 13G/A filed by Integrated Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities, Ltd., ICS Opportunities II LLC, Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander on February 7, 2022. The address for the foregoing reporting persons is 399 Park Avenue, New York, New York 10022.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Founder Shares

On June 10, 2020, the sponsor purchased 14,375,000 founder shares in exchange for a capital contribution of $25,000, or $0.002 per share to cover certain of our offering costs. On June 21, 2019, the sponsor transferred 30,000 founder shares to each of our independent directors at a price of $0.002 per share. In August 2020, our sponsor transferred 30,000 founder shares to RHGM pursuant to its retainer agreement.

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The founder shares are identical to the Class A ordinary shares included in the units sold in the initial public offering, except that:

•

only holders of founder shares will have the right to elect directors in any election held prior to or in connection with the completion of our initial business combination;

•

the founder shares are subject to certain transfer restrictions;

•

the founder shares are entitled to registration rights;

•

our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame; and (iv) vote any founder shares and private placement shares held by them and any public shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination.; and

•

the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a

one-for-one

basis, subject to adjustment pursuant to certain anti-dilution rights.

The sponsor purchased an aggregate of 9,566,667 private placement warrants at a price of $1.50 per private placement warrant ($14,350,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the initial public offering.

The private placement warrants are identical to the warrants sold in the initial public offering except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) are not redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. The private placement warrants (including the private placement shares, private placement warrants and the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

We have entered into forward purchase agreements pursuant to which the forward purchase parties agreed to purchase an aggregate of $100 million of forward purchase shares for $10.00 per share, in private placements that will close simultaneously with the closing of our initial business combination. Each forward purchase party’s obligation to purchase the forward purchase shares will, among other things, be conditioned on each forward purchase party giving us its irrevocable written consent confirming its commitment purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each forward purchase party does not consent, it will not be obligated to purchase the forward purchase shares. In addition, we have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements.

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The forward purchase shares will be identical to the Class A ordinary shares included in the units sold in the initial public offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights.

The forward purchase agreements provide that each forward purchase party is entitled to certain registration rights with respect to its forward purchase shares. Each forward purchase party’s commitment to purchase shares pursuant to the forward purchase agreements is intended to provide us with a minimum funding level for our initial business combination. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreements, the purchase of the forward purchase shares will be a binding obligation of each forward purchase party, regardless of whether any Class A ordinary shares are redeemed by our public shareholders in connection with our initial business combination.

In connection with the Business Combination with SeatGeek, the forward purchase parties elected to not purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold if we consummate the Business Combination.

We may engage the services of firms or individuals that specialize in business acquisitions, which firms or individuals could be affiliated with our sponsor, a director or an officer. If we do so, we will likely pay a finder’s fee, consulting fee or other compensation to be determined based on the terms of the transaction. In addition, these individuals will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

Related Party Loans

On June 10, 2020, the sponsor agreed to loan the company up to $300,000 to be used for the payment of costs related to the initial public offering pursuant to the Note. The Note is

non-interest

bearing, unsecured and due on the earlier of December 31, 2020 or the closing of the initial public offering. The company fully repaid the Note from the proceeds of the initial public offering not being placed in the trust account on August 17, 2020. On February 23, 2022, our sponsor funded a loan to us in principal amount of $400,000 and we issued the Promissory Note in like principal amount to the sponsor. The Promissory Note bears no interest and is due upon the earlier of (i) the date on which we consummate our initial business combination and (ii) August 17, 2022. The sponsor agreed to waive any right, title, interest or claim of any kind in or to any distribution from the trust account with respect to the Promissory Note.

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In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a

non-interest

basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Administrative Support Agreement

The company has agreed to pay the sponsor a total of $25,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the initial business combination or the company’s liquidation, the company will cease paying these monthly fees.

Backstop Subscription Agreement

In addition, concurrently with the execution of the Business Combination Agreement, we entered into the Backstop Subscription Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, the sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek common stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by

our

shareholders.

RedBird BD Payment

We engaged RedBird BD, an affiliate of the sponsor and RedBird, to act as our financial advisor in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to us. We will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird, the sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of the sponsor (with whom RedBird and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of our initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for our initial public offering. The RedBird BD engagement and the related payment has been approved by our audit committee and our board of directors in accordance with our related persons transaction policy.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees for professional services provided by our independent registered public accounting firm since inception include:


	For the Year Ended December 31, 2021		For the Period from June 10, 2020 (inception) through December 31, 2020
Audit Fees(1)	$	69,580	$	79,310
Audit-Related Fees(2)	$	19,000		—
Tax Fees(3)		—		—
All Other Fees(4)		—		—

Total Fees	$	88,580	$	79,310

(1)

Audit Fees. Audit fees consist of fees billed for professional services rendered in connection with our initial public offering and for the audit of our

year-end

financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

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(2)

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

year-end

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3)	Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

(4)	All Other Fees. All other fees consist of fees billed for all other services.

Policy on Board

Pre-Approval

of Audit and Permissible

Non-Audit

Services of the Independent Auditors

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not

pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve

all auditing services and permitted

non-audit

services to be performed for us by WithumSmith+Brown, PC, including the fees and terms thereof (subject to the

de minimis

exceptions for

non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)	The following documents are filed as part of this report:

(1)

Financial Statements

Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II above.

(2)

Financial Statement Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.

(3)

Exhibits

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

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Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

(1)

Financial Statements

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Report of Independent Registered Public Accounting Firm			F-1
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2021 and 2020			F-2
Consolidated Statements of Operations for the year ended December 31, 2021 and for the period from June 10, 2020 (inception) through December 31, 2020			F-3
Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2021 and for the period from June 10, 2020 (inception) through December 31, 2020			F-4
Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period from June 10, 2020 (inception) through December 31, 2020			F-5
Notes to Consolidated Financial Statements			F-6

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

RedBall Acquisition Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of RedBall Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021, and the period from June 10, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021, and the period from June 10, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by August 17, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2020.

New York, New York

February 25, 202

PCAOB ID Number 100

F-1

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RedBall Acquisition Corp.

CONSOLIDATED

BALANCE SHEETS


	December 31,
	2021			2020
Assets
Current assets:
Cash	$	458,388		$	1,601,324
Prepaid expenses		111,642			308,554

Total current assets		570,030			1,909,878
Cash and Investments held in Trust Account		575,487,805			575,282,641

Total Assets	$	576,057,835		$	577,192,519


Liabilities, Class A Ordinary Share s Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accrued expenses	$	4,570,260		$	105,454
Accounts payable		1,225,309			726,316
Due to related party		447,271			284,646

Total current liabilities		6,242,840			1,116,416
Derivative warrant liabilities		52,473,450			65,511,660
Deferred underwriting commissions		20,125,000			20,125,000

Total liabilities		78,841,290			86,753,076

Commitments and Contingencies

Class A ordinary share s ; 57,500,000 shares subject to possible redemption at $10.00 per share redemption value as of December 31, 2021 and December 31, 2020		575,000,000			575,000,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2021 and December 31, 2020		—			—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized as of December 31, 2021 and December 31, 2020; no non-redeemable shares issued or outstanding		—			—
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 14,375,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020		1,438			1,438
Additional paid-in capital		—			—
Accumulated deficit		(77,784,893	)		(84,561,995	)

Total shareholders’ deficit		(77,783,455	)		(84,560,557	)

Total Liabilities, Class A Ordinary share s Subject to Possible Redemption and Shareholders’ Deficit	$	576,057,835		$	577,192,519

The accompanying notes are an integral part of these

consolidated

financial statements.

F-2

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REDBALL ACQUISITION CORP.

CONSOLIDATED

STATEMENTS OF OPERATIONS


	For the Year Ended December 31, 2021			For the Period from June 10, 2020 (inception) through December 31, 2020

General and administrative expenses	$	6,166,272		$	1,218,472
Administrative expenses - related party		300,000			111,291

Loss from operations		(6,466,272	)		(1,329,763	)
Other income (expense):
Change in fair value of derivative warrant liabilities		13,038,210			(22,411,660	)
Transaction costs - derivative warrant liabilities		—			(1,636,200	)
Net gain (loss) from investments held in Trust Account		205,164			282,641

Total other income (expense)		13,243,374			(23,765,219	)

Net income (loss)	$	6,777,102		$	(25,094,982	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		57,500,000			38,426,829

Basic and diluted net income (loss) per ordinary share, Class A	$	0.09		$	(0.48	)

Basic and diluted weighted average shares outstanding of Class B ordinary shares		14,375,000			13,753,049

Basic and diluted net income (loss) per ordinary share, Class B	$	0.09		$	(0.48	)

The accompanying notes are an integral part of these

consolidated

financial statements.

F-3

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REDBALL ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT


	For the Year Ended December 31, 2021
	Ordinary Shares								Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - December 31, 2020		—	$	—		14,375,000	$	1,438	$	—		$	(84,561,995	)	$	(84,560,557	)
Net income		—		—		—		—		—			6,777,102			6,777,102

Balance - December 31, 2021		—	$	—		14,375,000	$	1,438	$	—		$	(77,784,893	)	$	(77,783,455	)


	For the Period from June 10, 2020 (inception) through December 31, 2020
	Ordinary Shares								Additional Paid-in Capital			Accumulated Deficit			Total Shareholders ’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - June 10, 2020 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—		—		14,375,000		1,438		23,562			—			25,000
Accretion of Class A ordinary share s subject to possible redemption amount		—		—		—		—		(23,562	)		(59,467,013	)		(59,490,575	)
Net loss		—		—		—		—		—			(25,094,982	)		(25,094,982	)

Balance - December 31, 2020		—	$	—		14,375,000	$	1,438	$	—		$	(84,561,995	)	$	(84,560,557	)

The accompanying notes are an integral part of these

consolidated

financial statements.

F-4

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REDBALL ACQUISITION CORP.

CONSOLIDATED

STATEMENTS OF CASH FLOWS


	For the Year Ended December 31, 2021			For the Period from June 10, 2020 (inception) through December 31, 2020
Cash Flows from Operating Activities:

Net income (loss)	$	6,777,102		$	(25,094,982	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party		—			37,791
Change in fair value of derivative warrant liabilities		(13,038,210	)		22,411,660
Transaction costs - derivative warrant liabilities		—			1,636,200
Net gain from investments held in Trust Account		(205,164	)		(282,641	)
Changes in operating assets and liabilities:
Prepaid expenses		196,912			(308,554	)
Accounts payable		498,993			726,316
Accrued expenses		4,464,806			20,454
Due to related party		162,625			284,646

Net cash used in operating activities		(1,142,936	)		(569,110	)


Cash Flows from Investing Activities:
Cash deposited in Trust Account		—			(575,000,000	)

Net cash used in investing activities		—			(575,000,000	)


Cash Flows from Financing Activities :
Repayment of note payable to related party		—			(235,986	)
Proceeds received from initial public offering, gross		—			575,000,000
Proceeds received from private placement		—			14,350,000
Offering costs paid		—			(11,943,580	)

Net cash provided by financing activities		—			577,170,434


Net increase (decrease) in cash		(1,142,936	)		1,601,324

Cash - beginning o f the period		1,601,324			—

Cash - end of the period	$	458,388		$	1,601,324


Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	—		$	85,000
Offering costs paid through note payable	$	—		$	198,195
Deferred offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor	$	—		$	25,000
Deferred underwriting commissions	$	—		$	20,125,000

The accompanying notes are an integral part of these

consolidated

financial statements.

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REDBALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

RedBall Acquisition Corp. (the “Company”, or “RedBall”) is a blank check company incorporated in the Cayman Islands on June 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“business combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a business combination, the Company intends to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”).

At December 31, 2021, the Company had not yet commenced operations. All activity for the period from June 10, 2020 (inception) through December 31, 2021, relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenue until after the completion of its initial business combination, at the earliest. The Company will generate

non-operating

income in the form of income earned on investments in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 12, 2020. On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,566,667 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $14.4 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $575.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a

usiness

ombination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least

% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to the Company’s management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial

usiness

ombination. However, the Company will only complete a

usiness

ombination if the post-transaction company owns or acquires

% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act

1940

, as amended, or the Investment Company Act.

The Company will provide its holders of its ordinary shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

usiness

ombination either (i) in connection with a shareholder meeting called to approve the

usiness

ombination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a

usiness

ombination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any

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REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity.

Upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a

usiness

ombination if the Company has net tangible assets of at least $5,000,001 upon

such consummation of a business combination and a majority of the shares voted are voted in favor of the business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a business combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a business combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a

usiness

ombination or to redeem 100% of its Public Shares if the Company does not complete a

usiness

ombination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a

usiness

ombination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), 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 liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

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REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a business combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a business combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only

10.00

per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $

10.00

per public share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $

10.00

per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On October 13, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Showstop Merger Sub I Inc. a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub Two”), and SeatGeek, Inc., a Delaware corporation (“SeatGeek”), as fully disclosed in a Current Report on Form

8-K

filed with the SEC on October 13, 2021.

(i)

On the business day immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), subject to the approval of RedBall’s shareholders, and in accordance with the General Corporation Law of the State of Delaware, as amended (“DGCL”), the Cayman Islands Companies Act (as amended) (the “CICL”) and the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), RedBall will effect a deregistration under the CICL by way of continuation and domestication under Section 388 of the DGCL (such deregistration by way of continuation and domestication, the “Domestication” and RedBall, immediately after the Domestication, “New SeatGeek”), by filing an application to

de-register

RedBall with the Registrar of Companies of the Cayman Islands and filing a Certificate of Corporate Domestication and a Certificate of Incorporation (such Certificate of Incorporation governing the registration of New SeatGeek in the State of Delaware as a corporation, the “Certificate of Incorporation”) with the Delaware Secretary of State, as a result of which, among other things, (a) the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware, (b) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (the “RedBall Class A Ordinary Shares”), will convert automatically, on a

one-for-one

basis, into a share of New SeatGeek common stock, (d) each then issued and outstanding warrant of RedBall to acquire RedBall Class A Ordinary Shares will convert automatically into a

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REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek Warrant”), (e) each then issued and outstanding unit of RedBall (the “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 (f) the name of the Company will be changed to “SeatGeek, Inc.”;

(ii)

Immediately prior to the First Effective Time (as defined below), (a) each share of the Series A Preferred Stock, Series

A-1

Preferred Stock, Series

A-2

Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series

D-1

(iii)

(iv)

Upon the effective time of the First Merger (the “First Effective Time”) as a result of the First Merger, among other things, all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred 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 shares of New SeatGeek common stock issued pursuant to an earnout, (y) up to $50 million of cash, subject to certain adjustments (the “Aggregate Cash Consideration”) and (z) a number of shares of New SeatGeek common stock (as defined below) equal to $1.281 billion

minus

the Aggregate Cash Consideration;

(v)

(vi)

(vii)

The Board of Directors of RedBall has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby, including the Domestication, and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the shareholders of RedBall.

The obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement are 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) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) the absence of any injunctions or laws prohibiting the transactions, (iii) effectiveness of the proxy / registration statement on Form

S-4

filed by RedBall in connection with the Business Combination, (iv) receipt of approval for listing on The New York Stock Exchange (“NYSE”) for the shares of New SeatGeek common stock to be issued in connection with the Merger, and (v) that the Company have at least $5,000,001 of net tangible assets upon Closing.

Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of the New SeatGeek Common Stock for an aggregate purchase price equal to $90.5 million (the “PIPE

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REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

Investment”). In addition, for each subscribed share of the New SeatGeek Common Stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek

one-third

of one warrant to purchase one whole share of Common Stock at an exercise price of $11.50 per share and with terms substantially similar to the redeemable warrants included as part of the RedBall’s Units issued in the IPO.

In addition, concurrently with the execution of the Merger Agreement, Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders. In addition, the Sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding of New SeatGeek Common Stock, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of the certain earnout vesting conditions.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

The accompanying consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation.

Liquidity and Going Concern

The Company incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed Business Combination with SeatGeek. As of December 31, 2021, the Company had a working capital deficit of $5.7 million. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic

205-40,

“Presentation of Financial Statements- Going Concern,” the Company has until August 17, 2022, to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time, and if a business combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete the proposed Business Combination with SeatGeek prior to August 17, 2022. The sponsor continues to have cash on hand that could be available for loans to the Company. The sponsor has no obligation to provide further funding to the Company. Management believes it could obtain additional funding from the sponsor. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 17, 2022.

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the

Company’s

consolidated

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2021 and 2020.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain/(loss) from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values primarily due to the short-term nature of the instruments.

Offering costs associated with Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the shares of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and the Black-Scholes model for the Private Placement Warrants. Beginning as of October 2020, the fair value of public warrants has been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021 and December 31, 2020, an aggregate of

57,500,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s

consolidated

balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting

period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

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REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.

The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 28,733,334 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per shares as the redemption value approximates fair value.

The following tables reflects present a reconciliation of the numerator and denominator used to compute basic and diluted net income (

loss) per share for each class of ordinary shares:


	For the Year Ended December 31, 2021				For the Period from June 10, 2020 (inception) through December 31, 2020
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	5,421,682	$	1,355,420	$	(18,480,698	)	$	(6,614,284	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		57,500,000		14,375,000		38,426,829			13,753,049


Basic and diluted net income (loss) per ordinary share	$	0.09	$	0.09	$	(0.48	)	$	(0.48	)

Income Taxes

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 or 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s

consolidated

financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”),

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

consolidated

financial statements.

F-13

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 3. INITIAL PUBLIC OFFERING

On August 17, 2020, the Company consummated its Initial Public Offering of 57,500,000 Units, including the 7,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.4 million, inclusive of approximately $20.1 million in deferred underwriting commissions.

Each Unit consists of one Class A ordinary share, and

one-third

of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

NOTE 4. RELATED PARTY TRANSACTIONS

Founder Shares

On June 10, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a payment of $25,000 by the Sponsor to cover for certain offering costs on behalf of the Company. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,875,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on August 17, 2020; thus, these Founder Shares were no longer subject to forfeiture.

The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial

usiness

ombination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial

usiness

ombination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial

usiness

ombination, the Founder Shares will be released from the

lock-up.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,566,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $14.4 million.

Each whole Private Placement Warrant is exercisable for one whole ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a

usiness

ombination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial

usiness

ombination.

Related Party Loans

On June 10, 2020, the Sponsor agreed to loan the Company up to

$300,000

to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately

$236,000

under the Note, and then fully repaid the Note on August 19, 2020. On February 23, 2022, the Sponsor funded an additional loan to the Company in the principal amount of $400,000 (see Note 10). A portion of the proceeds, together with cash on hand, was used to repay amounts owing to an affiliate of the Sponsor for advances made by the affiliate on the Company’s behalf in respect of operating expenses.

F-14

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company additional funds as may be required (“Working Capital Loans”). If the Company complete a business combination, it would repay the Working Capital Loans out of the proceeds of the trust account released to it. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account, if any, to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to

$1.5

million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of

$1.50

per warrant. The warrants would be identical to the private placement warrants. The currently outstanding $400,000 Sponsor loan does not provide the Sponsor with this option. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Due to Related Party

During the year ended December 31, 2021, the Company’s Sponsor paid approximately $929,000 of expenses on behalf of the Company. During the period from June 10, 2020 (inception) through December 31, 2020, the Sponsor paid approximately $285,000 on behalf of the Company. As of December 31, 2021 and 2020, outstanding balance for such expenses were approximately $447,000 and $285,000

, respectively, included in due to related party in current liabilities, on the accompanying

consolidated

balance sheets.

Executive Compensation

None of the Company’s officers or directors receive cash compensation for services rendered. However, under the terms of the Company’s

agreement with Richard Scudamore for his service as a director, our successful consummation of a Business Combination would result in the Company becoming obliged to pay $

100,000

to him. This amount has not been reflected

the

accompanying consolidated

balance sheets as it is contingent upon the success of a Business Combination.

Administrative Support Agreement

The Company agreed to pay the Sponsor a total of $25,000 per month, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $300,000 and $111,000

of such fees in the year ended December 31, 2021 and for the period from June 10, 2020 (inception) through December 31, 2020, respectively, included as administrative fees—related party on the accompanying

consolidated

statements of operations. As of December 31, 2021 and 2020, the Company had approximately

$125,000 and $50,000

for such fees, respectively, included in due to related party on the accompanying

consolidated

balance sheets.

Backstop Subscription Agreement

On October 13, 2021, concurrently with the execution of the Merger Agreement the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”)

with the Company, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek Common Stock, in a private placement for a purchase price of $

10.00

per share, up to an aggregate of $

million, to backstop certain redemptions by our shareholders.

Advisory Services

The Company has engaged RedBird BD, LLC (“RedBird BD”), an affiliate of Sponsor and RedBird Capital Partners LLC, to act as the Company’s financial advisor in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to the Company. The Company will pay RedBird BD $6.0 million for these services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird Capital Partners LLC, Sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to the financial interest of Sponsor (with whom RedBird Capital Partners LLC and RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of the Company’s initial public offering and therefore was not among the anticipated related party transactions disclosed in the prospectus for the Company’s initial public offering. The

RedBird BD engagement and the related payment has been approved by the Company’s audit committee and the Company’s board of directors in accordance with the Company’s related persons transaction policy.

F-15

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 5. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a

45-day

option from the date of its prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on August 17, 2020.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a

usiness

ombination, subject to the terms of the underwriting agreement.

Forward Purchase Agreements

The Company has entered into forward purchase agreements (the “Forward Purchase Agreements”), pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP

Co-Invest,

LP (each, a “Forward Purchase Party”), affiliates of the Sponsor, agreed to purchase an aggregate of $100.0 million of Class A ordinary shares (the “Forward Purchase Shares”) for $10.00 per share in private placements that will close simultaneously with the closing of the initial

usiness

ombination. The Forward Purchase Shares will be identical to the Class A ordinary shares included in the

Units sold in the Initial Public Offering, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Shares may be used for expenses in connection with the initial

usiness

ombination or as part of the consideration to the sellers in the initial

usiness

ombination, and any excess funds may be used for the working capital needs of the post-transaction company. The Forward Purchase Agreements are subject to conditions, including each Forward Purchase Party giving the Company its written consent confirming its commitment to purchase the Forward Purchase Shares no later than five days after the Company notifies it of the board of directors’ intention to meet to consider entering into a definitive agreement for a proposed

usiness

ombination. Each Forward Purchase Party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each Forward Purchase Party does not consent, it will not be obligated to purchase the Forward Purchase Shares. In addition, the Company has the right, in its sole discretion, to reduce the amount of Forward Purchase Shares that each Forward Purchase Party may purchase pursuant to the Forward Purchase Agreements. In connection with the Business Combination, the forward purchase parties elected not to purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold if we consummate the Business Combination.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the business combination and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contingent Fee Arrangements

The Company has entered into certain fee arrangements with various service providers and advisors in connection with its search for a prospective initial business combination. A portion of the fees in connection with the services rendered as of December 31, 2021, have been deferred and were contingent upon the closing of a business combination and therefore not included as liabilities on the accompanying consolidated balance sheets.

F-16

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 6. DERIVATIVE WARRANT LIABILITIES

As of December 31, 2021, the Company had 19,166,667 and 9,566,667 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a

usiness

ombination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial

usiness

ombination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial

usiness

ombination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a

usiness

ombination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The warrant has an exercise price of $11.50 per share and will expire five years after the completion of a

usiness

ombination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial

usiness

ombination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial

usiness

ombination on the date of the consummation of the initial

usiness

ombination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial

usiness

ombination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

F-17

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a

usiness

ombination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 400,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, and 2020, there were 57,500,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the

consolidated

balance sheets.

The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	575,000,000
Less:
Fair value of Public Warrants at issuance		28,750,000
Offering costs allocated to Class A ordinary shares subject to possible redemption		30,740,575
Plus:
Accretion of carrying value to redemption value		(59,490,575	)

Class A ordinary shares subject to possible redemption	$	575,000,000

NOTE 8. SHAREHOLDERS’ DEFICIT

Preference Shares

- The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021 and 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares -

The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021 and 2020, there were 57,500,000 Class A ordinary shares issued and outstanding, all of which were subject to possible redemption, and therefore classified outside of permanent equity (See Note 7).

Class

B Ordinary Shares -

The Company is authorized to issue 40,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of December 31, 2021 and 2020, there were 14,375,000 Class B ordinary shares issued and outstanding.

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the

F-18

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

initial business combination, or earlier at the option of the holder thereof, on a

one-for-one

basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial business combination (including the Forward Purchase Shares), the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, by level within the fair value hierarchy:


	Fair Value Measured as of December 31, 2021
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account Money Market Funds (1)	$	575,487,805	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	23,812,670	$	—	$	—
Derivative warrant liabilities - Private warrants	$	—	$	—	$	28,660,780


	Fair Value Measured as of December 31, 2020
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Treasury bills (2)	$	575,282,641	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	43,508,330	$	—	$	—
Derivative warrant liabilities - Private warrants	$	—	$	—	$	22,003,330

(1)	Includes $654 in cash

(2)	Includes $667 in cash

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in October 2020, as the Public Warrants were separately listed and traded in October 2020. There were no transfers between levels in the year ended December 31, 2021.

Level 1 assets include investments in money market funds that invest solely in U.S. government securities and U.S. Treasury Bills. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The Company utilizes a Black-Scholes model to estimate the fair value of the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

F-19

Table of Contents

REDBALL ACQUISITION CORP.

NOTES TO

CONSOLIDATED

FINANCIAL STATEMENTS

For the year ended December 31, 2021, the Company recognized income from the change in the fair value of derivative warrant liabilities of approximately $13.0 million, resulting from a decrease in the fair value of the derivative warrant liabilities, as presented on the accompanying

consolidated

statements of operations.

For the period from June 10, 2020 (inception) through December 31, 2020, the Company recognized a charge to the

consolidated

statement of operations resulting from a decrease in the fair value of liabilities of approximately $

22.4

million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations.

The change in the fair value of the derivative warrant liabilities, measured using level 3 inputs, for the year ended December 31, 2021, and the period from June 10, 2020 (inception) through December 31, 2020, is summarized as follows:


Derivative warrant liabilities at June 10, 2020 (inception)	$	—
Issuance of Public and Private Warrants - Level 3		43,100,000
Change in fair value of derivative warrant liabilities		7,270,000
Transfers of Public Warrants to Level 1 measurement		(28,366,670	)

Derivative warrant liabilities - Level 3, at December 31, 2020	$	22,003,330


Derivative warrant liabilities - Level 3, at December 31, 2020	$	22,003,330
Change in fair value of derivative warrant liabilities		6,657,450

Derivative warrant liabilities - Level 3, at December 31, 2021	$	28,660,780

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s Private Placement Warrants at their measurement dates:


	As of December 31, 2021	As of December 31, 2020

Volatility	17.6%	10% -25.5%
Stock price	$ 9.92	$ 10.89
Time to M&A	0.25	1
Risk-free rate	1.28%	0.48%
Dividend yield	0.0%	0.0%

The primary significant unobservable input used in the fair value measurement of the Company’s private warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. In determining the expected volatility, the Company derived the expected volatility from observable public warrant pricing on comparable ‘blank-check’ companies.

NOTE 10. SUBSEQUENT EVENTS

As described in Note 4, above, on

February 23, 2022, the Sponsor funded a loan to the Company in principal amount of $400,000 and the Company issued a promissory note (the “Promissory Note”) in like principal amount to the Sponsor. The Promissory Note bears no interest and is due upon the earlier of (i) the date on which the Company consummates its initial business combination and (ii) August 17, 2022. The Sponsor agreed to waive any right, title, interest or claim of any kind in or to any distribution from the trust account with respect to the Promissory Note.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Other than as described herein, including in Note 4, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

F-20

Table of Contents


Exhibit Number		Description

2.1		Business Combination Agreement, dated as of October 13, 2021, by and among the Company, SeatGeek, Inc., Showstop Merger Sub I Inc. and Showstop Merger Sub II LLC (Incorporated by reference to the corresponding exhibit to the Company’ Current Report on Form 8-K (File No. 001-39440), filed with the SEC on October 13, 2021).

2.2		First Amendment to Business Combination Agreement and Plan of Reorganization, dated as of December 12, 2021, by and among the Company, SeatGeek, Inc., Showstop Merger Sub I Inc. and Showstop Merger Sub II LLC (Incorporated by reference to the corresponding exhibit to the Company’ Current Report on Form 8-K (File No. 001-39440), filed with the SEC on December 13, 2021).

3.1		Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

4.1		Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

4.2		Specimen Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

4.3		Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

4.4		Warrant Agreement, dated August 12, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

4.5		Description of Securities (Incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-39440), filed with the SEC on March 30, 2021).

10.1		Letter Agreement, dated August 12, 2020, by and among the Company, its executive officers, its directors and RedBall SponsorCo LP (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

10.2		Investment Management Trust Agreement, dated August 12, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

10.3		Registration and Shareholder Rights Agreement, dated August 12, 2020, by and among the Company, RedBall SponsorCo LP and the Company’s independent directors (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

10.4		Private Placement Warrants Purchase Agreement, dated August 12, 2020, by and between the Company and RedBall SponsorCo LP (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

10.5		Administrative Services Agreement, dated August 12, 2020, by and between the Company and RedBall SponsorCo LP (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39440), filed with the SEC on August 18, 2020).

10.6		Form of Letter Agreement among the Registrant, RedBall SponsorCo LP and each of the officers and directors of the Registrant (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

10.7		Form of Indemnity Agreement (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

10.8		Promissory Note issued to RedBall SponsorCo LP (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

10.9		Securities Subscription Agreement between RedBall SponsorCo LP and the Registrant (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

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10.10		Form of Forward Purchase Agreement by and among the Registrant and the Parties thereto (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

10.11		Retainer Agreement, dated July 26, 2020, by and among the Registrant, RedBall SponsorCo LP and Rice, Hadley, Gates & Manuel LLC (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l (File No. 333-240138), filed with the SEC on July 28, 2020).

10.12*		Promissory Note issued to RedBall SponsorCo LP (dated February 23, 2022).

31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32. 2 *		Certification of Chief 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		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 25, 2022


REDBALL ACQUISITION CORP.

By:		/s/ Alec Scheiner
		Name: Alec Scheiner

		Title: Chief Executive Officer (Principal Executive Officer)

By:		/s/ David Grochow
		Name: David Grochow

		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

The undersigned directors and officers of RedBall Acquisition Corp. hereby constitute and appoint each of Gerald Cardinale, Alec Scheiner and David Grochow, with the power to act without the others and with full power of substitution and resubstitution, our true and lawful

attorney-in-fact

and agent with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such

attorney-in-fact,

or such

attorney-in-fact’s

substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below.


Name	Title	Date

/s/ Gerald Cardinale	Co-Chairman	February 25, 2022
Gerald Cardinale

/s/ Billy Beane	Co-Chairman	February 25, 2022
Billy Beane

/s/ Alec Scheiner	Chief Executive Officer	February 25, 2022
Alec Scheiner	(Principal Executive Officer)

/s/ David Grochow	Chief Financial Officer	February 25, 2022
David Grochow	(Principal Financial and Accounting Officer)

/s/ Volkert Doeksen	Director	February 25, 2022
Volkert Doeksen

/s/ Deborah A. Farrington	Director	February 25, 2022
Deborah A. Farrington

/s/ Richard C. Scudamore	Director	February 25, 2022
Richard C. Scudamore

/s/ Richard H. Thaler	Director	February 25, 2022
Richard H. Thaler

/s/ Lewis N. Wolff	Director	February 25, 2022
Lewis N. Wolff

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

RedBall Acquisition Corp. 10-K