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): ~~June~~December 1521, 2022

~~SPORTS~~Sports ~~VENTURES~~Ventures ~~ACQUISITION~~Acquisition ~~CORP~~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))

☒ 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
Units, each consisting of one Class A ordinary share, $0.0001 par value, 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
Class A Ordinary Shares $0.0001 par value	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 18.01. ~~Entry~~Other ~~into Material Definitive Agreement~~Events.

~~The~~On December ~~information~~21, ~~set~~2022, ~~forth in~~Sports ~~Item~~Ventures 1Acquisition Corp.02 ~~below~~(the is“Company”) ~~hereby~~issued ~~incorporated~~a press release announcing that due to the Company’s inability to consummate an initial business combination within the time period required by ~~reference~~its ~~into~~amended ~~this~~and ~~Item~~restated memorandum 1and articles of association (the “Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of its Charter and will redeem all of the outstanding shares of Class A ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.0112.

~~Item~~In order 1to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account.02 ~~Termination~~The proceeds of the trust account will be held in a non-interest ~~Material~~bearing ~~Definitive~~account ~~Agreement~~while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed by December 29, 2022.

AsThe ~~previously~~Company’s ~~reported, on January 25,~~sponsor ~~2022,~~has ~~Sports~~agreed ~~Ventures~~to ~~Acquisition~~waive ~~Corp.,~~its aredemption ~~Cayman~~rights ~~Islands~~with ~~exempted~~respect ~~company~~to ~~(“SVAC”),~~its ~~entered~~outstanding ~~into~~Class aB ~~Business~~ordinary ~~Combination Agreement~~shares ~~(as~~issued ~~amended,~~prior to the ~~“Business~~Company’s initial ~~Combination~~public ~~Agreement”)~~offering ~~with~~and ~~Prime~~the ~~Focus~~Class ~~World~~A ~~N.V.,~~ordinary ashares ~~public~~contained ~~limited liability company incorporated~~ in the ~~Netherlands~~units ~~(“DNEG”),~~issued ~~PF Overseas Limited, a limited liability company incorporated~~ in ~~Mauritius~~ ~~(“PF Overseas”), Prime Focus 3D Cooperatief U.A.,~~ a ~~Dutch~~private ~~cooperative~~placement ~~association~~concurrent ~~(“Dutch~~with ~~Co-op”), and AKICV LLC, a Delaware limited liability company (“Sponsor”) (collectively,~~ the ~~“Parties”)~~initial public offering.

~~On June 15, 2022, the Parties entered~~There ~~into~~will abe ~~Termination~~no ~~and~~redemption ~~Settlement~~rights ~~Agreement~~or ~~(the~~liquidating ~~“Termination~~distributions ~~Agreement”),~~with ~~pursuant~~respect to ~~which,~~ the ~~Parties~~Company’s ~~mutually agreed to terminate the Business Combination Agreement consistent with Section 9.01(a) of the Business Combination Agreement. Their decision took into account current market conditions~~warrants, ~~the~~which ~~general~~will ~~difficulties~~expire ~~facing special purpose acquisition companies, and other market factors~~worthless. ~~The termination of the Business Combination Agreement became effective as of such date.~~

AsA copy ~~a result~~ of the ~~Termination~~press ~~Agreement, the~~release ~~Business Combination Agreement~~ is ofattached nohereto ~~further~~as force and effect, the Parties have released all existing claims that they may presently have against one another arising out of the Business Combination Agreement, and the agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Amended and Restated Registration Rights Agreement, by and among SVAC and holders set forth on Exhibit A99.1 ~~thereto, (ii) the Sponsor Support Agreement, by~~ and ~~among~~is ~~SVAC,~~incorporated ~~DNEG~~herein ~~and the Sponsor, (iii) the Backstop Agreement,~~ by and among SVAC, DNEG and the Sponsor, (iv) the Stockholder Support Agreements, (v) the PFL Agreement and (vi) the Subscription Agreements by and among SVAC and certain institutional and private investors, in each case as defined in the Business Combination Agreement, have also been terminated and are no longer be effective, as applicable, in accordance with their respective termsreference. ~~In connection with the execution of the Termination Agreement, DNEG has paid a fee equal to One Million Five Hundred Thousand Dollars ($1,500,000) to Sponsor.~~

SVAC will 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, 2023.1

~~The~~Item foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, which was previously filed as Exhibit 29.101 toFinancial ~~the~~Statements ~~Current Report on Form 8-K with the U.S. Securities~~ and ~~Exchange Commission by SVAC on January 25, 2022, and the Termination Agreement, which is attached hereto as Exhibit 10~~Exhibits.~~1, each of which is incorporated by reference herein.~~

~~Item~~(d) 8Exhibits.01 ~~Other~~The ~~Events.~~following exhibits are filed with this Form 8-K:

On June 16, 2022, SVAC and DNEG issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated December 21, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~Forward-Looking ~~9.01. Financial~~ Statements ~~and Exhibits.~~

~~(d)~~This ~~Exhibits~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Exhibit No.		Description
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.
99.1		Press Release, dated June 16, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1SIGNATURE

~~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.

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/ Alan Kestenbaum
		Name:	Alan Kestenbaum
		Title:	Chief Executive Officer and Chairman of the Board

Dated: December 21, 2022

	SPORTS VENTURES ACQUISITION CORP.
	By:	/s/ Alan Kestenbaum
		Name: Alan Kestenbaum
		Title: Chief Executive Officer
Dated: June 16, 2022

Filing Compare · Sports Ventures Acquisition Corp.