UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 1715, 2022

SPORTS VENTURES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39842		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9705 Collins Ave 1901N

Bal Harbour, FL 33154

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 786-650-0074

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one third of one Redeemable Warrant	AKICU	The Nasdaq Stock Market LLC

Class A Ordinary Shares, $.0001 par value per share	AKIC	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share	AKICW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~Material Definitive Agreement.

~~Attached~~The asinformation ~~Exhibit~~set ~~99.1~~forth ~~and incorporated herein by reference is the a press release dated May 17, 2022,~~ in ~~which~~Item ~~Prime Focus World N~~1.~~V.,~~02 abelow ~~public~~is ~~limited~~hereby ~~liability company~~ incorporated inby ~~the~~reference ~~Netherlands~~into ~~(“DNEG”)~~this ~~announced~~Item ~~the signing of a new, multiyear services agreement with Netflix~~1. 01.

~~The information in this~~ Item ~~7.01,~~ ~~including Exhibit 99.~~1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SVAC under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.02 ~~This~~Termination ~~Current Report on Form 8-K will not be deemed an admission as to the materiality~~ of ~~any~~a ~~information~~Material ~~contained~~Definitive ~~in this Item 7~~Agreement.~~01, including Exhibit 99.1.~~

~~Additional~~As ~~Information~~previously reported, on January 25, 2022, Sports Ventures Acquisition Corp., a Cayman Islands exempted company (“SVAC”), entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”) with Prime Focus World N.V., a public limited liability company incorporated in the Netherlands (“DNEG”), PF Overseas Limited, a limited liability company incorporated in Mauritius (“PF Overseas”), Prime Focus 3D Cooperatief U.A., a Dutch cooperative association (“Dutch Co-op”), and ~~Where~~AKICV toLLC, ~~Find~~a ItDelaware limited liability company (“Sponsor”) (collectively, the “Parties”).

InOn ~~connection~~June ~~with~~15, ~~the transaction described herein~~2022, ~~Sports~~the ~~Ventures~~Parties ~~Acquisition~~entered into ~~Corp.~~a ~~(“SVAC”)~~Termination ~~will~~and ~~file~~Settlement ~~relevant~~Agreement ~~materials with the Securities Exchange Commission~~ (the “~~SEC~~Termination Agreement”), ~~including~~pursuant ato ~~proxy~~which, ~~statement.~~the ~~The~~Parties ~~proxy statement and a proxy card will be mailed to stockholders~~mutually ofagreed ~~SVAC as of a record date~~ to beterminate ~~established for voting at~~ the ~~stockholders’~~Business ~~meeting~~Combination ~~relating~~Agreement toconsistent ~~the~~with ~~proposed~~Section ~~transactions~~9. ~~Stockholders will also be able to obtain~~ 01(a) ~~copy~~ of the ~~proxy~~Business ~~statement~~Combination ~~without~~Agreement. ~~charge~~Their ~~from~~decision took ~~SVAC.~~into ~~The~~account ~~proxy~~current ~~statement,~~market ~~once available~~conditions, ~~may~~the ~~also~~general bedifficulties ~~obtained without~~facing ~~charge~~special atpurpose ~~the~~acquisition ~~SEC’s~~companies, ~~website~~and atother ~~www~~market factors.~~sec.gov~~ The ortermination byof ~~writing~~the toBusiness ~~SVAC~~Combination atAgreement ~~9705~~became ~~Collins~~effective ~~Ave~~as ~~1901N,~~of ~~Bal~~such ~~Harbour, FL 33154~~date.

~~This~~As ~~communication~~a ~~does~~result ~~not~~of the Termination Agreement, ~~contain~~the ~~all~~Business Combination Agreement is of no further force and effect, the ~~information~~Parties have released all existing claims that ~~should~~they bemay ~~considered~~presently have ~~concerning~~against one another arising out of the ~~proposed~~Business ~~transaction.~~Combination ItAgreement, isand the agreements entered into in connection with the Business Combination Agreement, including, but not ~~intended~~limited to, ~~provide~~(i) the ~~basis~~Amended ~~for~~and Restated Registration Rights Agreement, by and among SVAC and ~~any~~holders ~~investment~~set ~~decision~~forth oron ~~any~~Exhibit ~~other~~A ~~decision~~thereto, in(ii) ~~respect~~the toSponsor Support Agreement, by and among SVAC, DNEG and the ~~proposed~~Sponsor, ~~transaction.~~(iii) ~~INVESTORS~~the ~~AND~~Backstop Agreement, ~~SECURITY~~by ~~HOLDERS~~and OFamong SVAC, ~~ARE~~DNEG ~~URGED TO~~and ~~READ~~the ~~THESE~~Sponsor, ~~MATERIALS~~(iv) the Stockholder Support Agreements, (~~INCLUDING~~v) ~~ANY~~the ~~AMENDMENTS~~PFL ORAgreement ~~SUPPLEMENTS~~and ~~THERETO~~(vi) ~~AND~~the ~~ANY~~Subscription Agreements ~~OTHER~~by ~~RELEVANT~~and ~~DOCUMENTS~~among INSVAC ~~CONNECTION~~and ~~WITH~~certain ~~THE~~institutional ~~BUSINESS~~and private investors, in each case as defined in the Business Combination Agreement, ~~COMBINATION~~have ~~THAT~~also ~~SVAC~~been ~~WILL~~terminated ~~FILE~~and ~~WITH~~are ~~THE~~no ~~SEC~~longer ~~WHEN~~be ~~THEY~~effective, ~~BECOME~~as ~~AVAILABLE~~applicable, ~~BECAUSE~~in ~~THEY~~accordance ~~WILL~~with ~~CONTAIN~~their ~~IMPORTANT~~respective ~~INFORMATION~~terms. ~~ABOUT~~In ~~SVAC~~connection with the execution of the Termination Agreement, DNEG ~~AND~~ ~~THE~~has ~~BUSINESS~~paid ~~COMBINATION~~a fee equal to One Million Five Hundred Thousand Dollars ($1,500,000) to Sponsor.

~~Participants~~SVAC inwill ~~Solicitation~~consider other acquisition opportunities, while recognizing existing market conditions and the limited remaining time for SVAC to consummate a business combination, which must occur by January 5, 2023.

~~SVAC,~~The ~~DNEG~~foregoing ~~and~~description ~~their~~of ~~respective~~the Termination ~~directors,~~Agreement ~~executive~~does ~~officers~~not ~~and~~purport ~~employees~~to ~~and other persons may~~ be ~~deemed~~complete toand beis ~~participants~~qualified in ~~the~~its ~~solicitation~~entirety ofby ~~proxies from~~ the ~~holders~~ ofterms ~~SVAC~~and ~~Ordinary~~conditions ~~Class A Shares in respect~~ of the ~~proposed~~Business ~~transaction.~~Combination ~~Information about SVAC’s directors and executive~~Agreement, ~~officers~~which ~~and~~was ~~their~~previously ~~ownership~~filed ofas ~~SVAC~~Exhibit ~~Ordinary~~2.1 ~~Class~~to Athe ~~Shares~~Current ~~is set forth in SVAC’s Annual~~ Report ~~filed~~ on Form 108-K with the ~~SEC on March 1, 2022, as such filing may be amended or supplemented from time to time~~U.S. ~~Other~~Securities ~~information~~and ~~regarding~~Exchange ~~the~~Commission ~~interests~~by ofSVAC ~~the participants~~on inJanuary ~~the proxy solicitation~~25, ~~including DNEG and its directors~~2022, ~~executive officers~~ and ~~employees, will be included in~~ the ~~proxy~~Termination ~~statement pertaining~~Agreement, towhich ~~the~~is ~~proposed~~attached ~~transaction~~hereto ~~when~~as ~~it becomes available~~Exhibit 10.1, ~~These~~each ~~documents can be obtained free~~ of ~~charge~~which ~~from~~is ~~the~~incorporated ~~sources~~by ~~indicated~~reference ~~above~~herein.

NoItem ~~Offer~~8.01 orOther ~~Solicitation~~Events.

~~This~~On ~~Current~~June ~~Report~~16, ~~on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities~~2022, ~~nor~~SVAC ~~shall there be any sale of securities in any states or jurisdictions~~and inDNEG ~~which~~issued ~~such~~a ~~offer,~~press ~~solicitation,~~release orannouncing ~~sale would be unlawful prior to registration or qualification under~~ the ~~securities~~termination ~~laws~~ of ~~any~~the ~~such jurisdiction~~Merger Agreement. NoA ~~offering~~copy of ~~securities shall be made except by means of a prospectus meeting~~ the ~~requirements~~press ofrelease ~~Section~~is 10attached ofhereto ~~the~~as ~~Securities~~Exhibit ~~Act,~~99.1 orand anincorporated ~~exemption~~by ~~therefrom~~reference herein.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements as to future results of operations and financial position, revenue and other metrics planned products and services, business strategy and plans, objectives of management for future operations of DNEG, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by SVAC and its management, and DNEG and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: 1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive business combination agreement with respect to the business combination; 2) the outcome of any legal proceedings that may be instituted against DNEG, SVAC, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; 3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of SVAC, or to satisfy other conditions to closing the business combination; 4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; 5) the ability to meet Nasdaq’s listing standards following the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations of DNEG as a result of the announcement and consummation of the business combination; 7) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 8) costs related to the business combination; 9) changes in applicable laws or regulations; 10) the possibility that DNEG or the combined company may be adversely affected by other economic, business and/or competitive factors; 11) DNEG’s estimates of its financial performance; 12) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of SVAC’s securities; 13) the risk that the transaction may not be completed by SVAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SVAC; 14) the impact of the novel coronavirus disease pandemic, including any mutations or variants thereof, and its effect on business and financial conditions; 15) inability to complete the PIPE investment in connection with the business combination; and 16) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SVAC’s Form S-1 (File No. 333-249392), SVAC’s Annual Report on Form 10-K filed with the SEC on March 1, 2022, the proxy statement pertaining to the proposed transaction when it becomes available and the proxy of SVAC and other documents filed by SVAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SVAC nor DNEG gives any assurance that either SVAC or DNEG or the combined company will achieve its expected results. Neither SVAC nor DNEG undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 17, 2022
10.1		Termination and Settlement Agreement, dated as of June 15, 2022, by and between Sports Ventures Acquisition Corp, Prime Focus World N.V., PF Overseas Limited, Prime Focus 3D Cooperatief U.S., and AKICV LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1		Press Release, dated June 16, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPORTS VENTURES ACQUISITION CORP.
	By:	/s/ ~~Daniel~~Alan ~~Strauss~~Kestenbaum
		Name:	Daniel Strauss
		Name: Alan Kestenbaum
		Title:	Chief Operating Officer
		Title: Chief Executive Officer
Dated: May 17, 2022
Dated: June 16, 2022

Filing Compare · Sports Ventures Acquisition Corp.