Delaware
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6770
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85-4265519
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Charles H. Baker, Esq.
Jeeho M. Lee, Esq.
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, New York 10036
(212) 326-2000
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Jonathan Ko, Esq.
Paul Hastings LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, California 90071
(213) 683-6000
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Title of Each Class of Security Being Registered
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Amount Being
Registered
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Proposed Maximum
Offering Price per
Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee
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Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2)
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14,375,000 Units
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$10.00
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$143,750,000
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$15,684
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Shares of Class A common stock included as part of the units(3)(4)
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14,375,000 Shares
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—
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—
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—(5)
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Redeemable warrants included as part of the units(3)(4)
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7,187,500 Warrants
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—
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—
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—(5)
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Total
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$143,750,000
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$15,684
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, the Securities Act.
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(2)
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Includes 1,875,000 units, which may be issued upon exercise of a 45-day option to purchase additional units granted to the underwriter.
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(3)
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Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter described above.
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(5)
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No fee pursuant to Rule 457(g) under the Securities Act.
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Price to Public
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Underwriting
Discounts and
Commissions(1)
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Proceeds,
before expenses,
to us
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Per Unit
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$10.00
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$0.55
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$9.45
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Total
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$125,000,000
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$6,875,000
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$118,125,000
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(1)
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Includes $0.35 per unit, or $4,375,000 (or up to $5,031,250 if the underwriter’s option to purchase additional units is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting” for a description of underwriting compensation payable to the underwriter.
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“amended and restated certificate of incorporation” are to our certificate of incorporation to be in effect upon the completion of this offering;
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“common stock” are to our Class A common stock and our Class B common stock;
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“directors” are to our current directors and our director nominees named in this prospectus;
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“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt;
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“founder shares” are to shares of our Class B common stock and the shares of our Class A common stock issued upon the conversion thereof;
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“initial stockholders” are to our sponsor and our independent directors, which collectively hold all of our founder shares immediately prior to this offering;
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“letter agreement” refers to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;
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“management” or our “management team” are to our officers and directors;
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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
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“public shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;
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“specified future issuance” are to any issuance by us of equity or equity-linked securities following this offering to raise additional capital to complete our initial business combination, provided that no such securities will have rights to any funds held in the trust account established in connection with this offering;
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“sponsor” are to JTJT Partners LLC, a Delaware limited liability company, which is affiliated with James Carney, Timothy W. Clark, our Chief Financial Officer, Chief Operating Officer, and a member of our board of directors, C. Tavo Hellmund, our Co-Chief Executive Officer and a member of our board of directors, and Jeffrey Luhnow, our Chair of the board of directors and Co-Chief Executive Officer;
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“SportsTek,” “we,” “us,” “our” or the “company” are to SportsTek Acquisition Corp., a Delaware corporation; and
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“warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement warrants.
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have the potential to see upside from our team’s collective relationships, experience and networks;
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are of scale and viable public companies;
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are on-trend and gaining market share and expanding their customer bases; and
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have strong management teams that have a vision for future growth and a track record of delivering consistent top-line growth, strong unit economics and high return on investment.
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deep and broad networks of relationships in sports and entertainment industry executives to create a significant pipeline of opportunities, including multiple sports – football, baseball, basketball, golf, tennis, cricket, hockey, rugby, soccer, and motor sports – and geographies – U.S., Latin America, and Europe;
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extensive experience of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;
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use of advanced analytics to evaluate opportunities and provide businesses with competitive advantages;
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demonstrated track record of driving value in existing businesses, including their combined experiences operating businesses across diverse sectors of the sports industry; and
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significant M&A experience, including in consummating transactions across a wide range of sectors.
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one share of Class A common stock; and
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one-half of one redeemable warrant to purchase one share of Class A common stock.
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1
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Assumes no exercise of the underwriter’s option to purchase additional units and the forfeiture by our sponsor of 468,750 founder shares.
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2
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Consists solely of founder shares and includes up to 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised.
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3
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Includes 12,500,000 public shares and 3,125,000 founder shares.
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4
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Founder shares are classified as shares of Class B common stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
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30 days after the completion of our initial business combination; and
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12 months from the closing of this offering;
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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in whole and not in part;
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at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under “Description of Securities—Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Stockholders’ Warrants”;
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upon a minimum of 30 days’ prior written notice of redemption;
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and
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if the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
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prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason;
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our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to
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the founder shares are subject to certain transfer restrictions, as described in more detail below;
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the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and
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the holders of the founder shares are entitled to registration rights.
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the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,100,000 in working capital after the payment of approximately $1,400,000 in expenses relating to this offering; and
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any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation or other duty to loan funds to, or invest in, us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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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.
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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
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file proxy materials with the SEC.
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repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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payment to our sponsor of a total of $2,000 per month, for up to 24 months, for office space, administrative and support services;
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reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
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repayment of loans which may be made by our sponsor, or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of such loans have not been determined nor have any written agreements been executed with respect thereto.
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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.
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Past performance by members of our management team and our Industry Advisors may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire.
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Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
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If we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
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The ability of our public stockholders 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.
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The ability of our public stockholders 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.
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The ability of our public stockholders 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 stock.
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The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may 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 stockholders.
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We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
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The COVID-19 pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately complete a business combination.
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If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of our proposed business combination and reduce the public “float” of our securities.
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If a stockholder 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 tendering its shares, such shares may not be redeemed.
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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
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Nasdaq 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.
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You will not be entitled to protections normally afforded to investors of many other blank check companies.
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If we seek stockholder 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 stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
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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 stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.
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If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to obtain such loans, we may be unable to complete our initial business combination.
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December 11, 2020
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Actual
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Balance Sheet Data:
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Working capital (deficiency)
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$(177,828)
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Total assets
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$202,261
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Total liabilities
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$177,828
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Stockholders’ equity
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$24,433
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;
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may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
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could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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The popularity of any sports franchises that we have partnerships with, and, in varying degrees, the success of those franchises achieving competitive success and the popularity of the sports leagues and sports that such franchises are associated with, which can generate or impact supporter enthusiasm, resulting in increased or decreased revenues;
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An inability to build or maintain strong brand identity and reputation and improve customer and supporter satisfaction and loyalty;
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A dependence in part on relationships with third parties and an inability to attract or retain sponsorships, advertisers or partners;
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An inability to attract or retain key personnel and an inability of professional sports leagues to maintain labor relations or successfully negotiate new collective bargaining agreements with unionized players, referees or other employees on favorable terms;
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An inability of any sports franchises that we have partnerships with to qualify for playoffs or certain competitions;
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Changes in pricing, including changes in the demand for tickets, media rights or consumer products associated with our target business;
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An inability to sell, license, market, protect and enforce the intellectual property and other rights on which our target business may depend;
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Seasonality and weather conditions that may cause our operating results to vary from quarter to quarter;
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Potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;
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Special rules and regulations imposed by sports leagues on franchises, including rules and regulations regarding confidentiality, investments and sales of interests in sports franchises, financing transactions (including the ability to incur indebtedness, make distributions or engage in other liquidity transactions) and insolvency and bankruptcy;
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The ability of the member teams of sports leagues to take actions contrary to the interests of sports franchises, including asserting control over certain matters such as telecast rights, licensing rights, the length and format of the playing season, the operating territories of member teams, admission of new members, franchise relocations, labor relations with players associations, collective bargaining, free agency, and luxury taxes and revenue sharing, and the imposition of sanctions or suspension on sports franchises;
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Business interruptions due to natural disasters, terrorist incidents, outbreak of disease (including the recent COVID-19 pandemic and related shelter-in-place orders, travel, social distancing and quarantine policies, boycotts, curtailment of trade and other business restrictions), and other events.
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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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;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our common stock;
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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 common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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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.
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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longer payment cycles;
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changes in local regulations as part of a response to the COVID-19 coronavirus outbreak or a significant outbreak of other infectious diseases;
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tax consequences;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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protection of intellectual property;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars;
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deterioration of political relations with the United States;
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obligatory military service by personnel; and
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government appropriation of assets.
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt to equity ratios in leveraged transactions;
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our capital structure;
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an assessment of our management and their experience in identifying suitable acquisition opportunities;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
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we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share;
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the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions); and
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the Market Value is below $9.20 per share,
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we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; and
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination;
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our expectations around the performance of a prospective target business or businesses;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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our officers, directors and Industry Advisors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses, including the location and industry of such target businesses;
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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);
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the ability of our officers and directors to generate a number of potential business combination opportunities;
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our public securities’ potential liquidity and trading;
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the lack of a market for our securities;
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•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
•
|
the trust account not being subject to claims of third parties; or
|
•
|
our financial performance following this offering.
|
|
| |
Without Option
to Purchase
Additional Units
|
| |
Option to Purchase
Additional Units
Exercised in Full
|
Gross proceeds
|
| |
|
| |
|
Gross proceeds from units offered to public(1)
|
| |
$125,000,000
|
| |
$143,750,000
|
Gross proceeds from private placement warrants offered in the private placement
|
| |
5,000,000
|
| |
5,375,000
|
Total gross proceeds
|
| |
$130,000,000
|
| |
$149,125,000
|
Estimated offering expenses(2)
|
| |
|
| |
|
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| |
$2,500,000
|
| |
$2,875,000
|
Legal fees and expenses
|
| |
375,000
|
| |
375,000
|
Printing and engraving expenses
|
| |
40,000
|
| |
40,000
|
Accounting fees and expenses
|
| |
30,000
|
| |
30,000
|
SEC expenses
|
| |
15,684
|
| |
15,684
|
FINRA expenses
|
| |
22,063
|
| |
22,063
|
Travel and road show
|
| |
5,000
|
| |
5,000
|
Directors and officers insurance premiums
|
| |
800,000
|
| |
800,000
|
Nasdaq listing and filing fees
|
| |
108,000
|
| |
108,000
|
Miscellaneous expenses(4)
|
| |
4,253
|
| |
4,253
|
Total estimated offering expenses (other than underwriting commissions)
|
| |
1,400,000
|
| |
1,400,000
|
Proceeds after estimated offering expenses
|
| |
$126,400,000
|
| |
$145,150,000
|
Held in trust account(3)
|
| |
$125,000,000
|
| |
$143,750,000
|
% of public offering size
|
| |
100%
|
| |
100%
|
Not held in trust account
|
| |
$1,100,000
|
| |
$1,100,000
|
|
| |
Amount
|
| |
% of Total
|
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6)
|
| |
$360,000
|
| |
25.7%
|
Legal and accounting fees related to regulatory reporting obligations
|
| |
416,000
|
| |
29.7
|
Payment for office space, administrative and support services
|
| |
48,000
|
| |
3.4
|
Reserve for liquidation expenses
|
| |
100,000
|
| |
7.1
|
Nasdaq continued listing fees
|
| |
58,000
|
| |
4.1
|
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
| |
118,000
|
| |
29.9
|
Total
|
| |
$1,100,000
|
| |
100.0%
|
(1)
|
Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.
|
(2)
|
A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000, as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,400,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are estimated only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
|
(3)
|
The underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $4,375,000, which constitutes the underwriter’s deferred commissions (or up to $5,031,250 if the underwriter’s option to purchase additional units is exercised in full) will be paid to the underwriter from the funds held in the trust account and the remaining funds, less amounts used to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
|
(4)
|
Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates.
|
(5)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect approximately $125,000 to be available to us annually from interest earned on the funds held in the trust account; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.10% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our 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 to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or our officers and directors, if any, 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.
|
(6)
|
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
|
Public offering price
|
| |
|
| |
$10.00
|
Net tangible book value before this offering
|
| |
$(0.05)
|
| |
|
Increase attributable to public stockholders and sale of private placement warrants
|
| |
1.32
|
| |
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| |
|
| |
$1.27
|
Dilution to public stockholders
|
| |
|
| |
$8.73
|
Percentage of dilution to new investors
|
| |
|
| |
87.3%
|
|
| |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per
Share
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||
Initial Stockholders(1)(2)
|
| |
3,125,000
|
| |
20.00%
|
| |
$25,000
|
| |
0.02%
|
| |
$0.0080
|
Public Stockholders
|
| |
12,500,000
|
| |
80.00%
|
| |
125,000,000
|
| |
99.98%
|
| |
$10.000
|
|
| |
15,625,000
|
| |
100.0%
|
| |
$125,025,000
|
| |
100.0%
|
| |
|
(1)
|
Assumes the full forfeiture of 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised.
|
(2)
|
Assumes conversion of Class B common stock into Class A common stock on a one-for-one basis. The dilution to public stockholders would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of shares of Class A common stock on a greater than one-to-one basis upon such conversion.
|
Numerator:
|
| |
|
Net tangible book value before this offering
|
| |
$(177,828)
|
Proceeds from this offering and sale of the private placement warrants, net of expenses
|
| |
126,100,000
|
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
| |
202,261
|
Less: deferred underwriter’s commissions payable
|
| |
(4,375,000)
|
Less: amount of Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001
|
| |
(116,749,430)
|
|
| |
$5,000,003
|
Denominator:
|
| |
|
Shares of Class B common stock outstanding prior to this offering
|
| |
3,593,750
|
Shares forfeited if option to purchase additional units is not exercised
|
| |
(468,750)
|
Shares of Class A common stock included in the units offered
|
| |
12,500,000
|
Less: shares subject to redemption to maintain net tangible assets of $5,000,001
|
| |
(11,674,943)
|
|
| |
3,950,057
|
|
| |
December 11, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted(1)
|
Deferred underwriting commissions
|
| |
$—
|
| |
$4,375,000
|
Class A common stock, subject to redemption(2)
|
| |
—
|
| |
116,749,430
|
Stockholders’ equity:
|
| |
|
| |
|
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual and as adjusted)
|
| |
—
|
| |
—
|
Common Stock
|
| |
|
| |
|
Class A common stock, $0.0001 par value, 200,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual); 825,057(2) shares issued and outstanding (excluding 11,674,943 shares subject to redemption) (as adjusted)
|
| |
—
|
| |
83
|
Class B common stock, $0.0001 par value, 20,000,000 shares authorized (actual and as adjusted); 3,593,750(3) shares issued and outstanding (actual); 3,125,000(3) shares issued and outstanding (as adjusted)
|
| |
359
|
| |
312
|
Additional paid-in capital(4)
|
| |
24,641
|
| |
5,000,175
|
Accumulated deficit
|
| |
(567)
|
| |
(567)
|
Total stockholders’ equity
|
| |
24,433
|
| |
5,000,003
|
Total capitalization
|
| |
$24,433
|
| |
$126,124,433
|
(1)
|
Assumes the full forfeiture of 468,750 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s option to purchase additional units is exercised. The proceeds of the sale of such forfeited shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination.
|
(2)
|
Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of 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), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The “as adjusted” amount of Class A common stock, subject to redemption equals the “as adjusted” total assets of $126,424,433, less the “as adjusted” total liabilities of $4,375,000 less “as adjusted” total stockholder’s equity of $5,000,003. The value of Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 11,674,943 shares of Class A common stock, which is the maximum number of shares of Class A common stock that may be redeemed for a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible assets.
|
(3)
|
Actual share amount is prior to any forfeiture of founder shares by our sponsor and the “as adjusted” share amount assumes no exercise of the underwriter’s option to purchase additional 1,875,000 units and the forfeiture of 468,750 founder shares by our sponsor.
|
(4)
|
The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total stockholders’ equity of $5,000,003, less common stock (par value) of $395, less the accumulated deficit of $(567).
|
•
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;
|
•
|
may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
•
|
could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
|
•
|
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
|
•
|
may not result in adjustment to the exercise price of our warrants.
|
•
|
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 is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
•
|
our inability to pay dividends on our common stock;
|
•
|
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 common stock 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.
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
•
|
reconciliation of accounts;
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
•
|
evidence of internal review and approval of accounting transactions;
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
•
|
documentation of accounting policies and procedures.
|
•
|
have the potential to see upside from our team’s collective relationships, experience and networks;
|
•
|
are of scale and viable public companies;
|
•
|
are on-trend and gaining market share and expanding their customer bases; and
|
•
|
have strong management teams that have a vision for future growth and a track record of delivering consistent top-line growth, strong unit economics and high return on investment.
|
•
|
deep and broad networks of relationships in sports and entertainment industry executives to create a significant pipeline of opportunities, including multiple sports – football, baseball, basketball, cricket, hockey, rugby, soccer, and motor sports – and geographies – U.S., Latin America, and Europe;
|
•
|
extensive experience of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;
|
•
|
use of advanced analytics to evaluate opportunities and provide businesses with competitive advantages;
|
•
|
demonstrated track record of driving value in existing businesses, including their combined experiences operating businesses across diverse sectors of the sports industry; and
|
•
|
significant M&A experience, including in consummating transactions across a wide range of sectors.
|
•
|
solely dependent upon the performance of a single business, property or asset; or
|
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
Type of Transaction
|
| |
Whether
Stockholder Approval
is Required
|
Purchase of assets
|
| |
No
|
Purchase of stock of target not involving a merger with the company
|
| |
No
|
Merger of target into a subsidiary of the company
|
| |
No
|
Merger of the company with a target
|
| |
Yes
|
•
|
we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
|
•
|
any of our directors, officers or substantial security holders (as defined by the Nasdaq rules) has a 5% or greater interest (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 common stock could result in an increase in outstanding shares of common stock or voting power of 5% or more; or
|
•
|
the issuance or potential issuance will result in our undergoing a change of control.
|
•
|
the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
|
•
|
the expected cost of holding a stockholder vote;
|
•
|
the risk that the stockholders would fail to approve the proposed business combination;
|
•
|
other time and budget constraints of the company; and
|
•
|
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
|
•
|
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.
|
•
|
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.
|
•
|
prior to the consummation of our initial business combination, we shall either: (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, in connection with which, stockholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable); or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), in each case subject to the limitations described herein;
|
•
|
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of our common stock voted are voted in favor of the business combination at a duly held stockholders meeting;
|
•
|
if we have not completed our initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) 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 less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; and
|
•
|
prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination or any amendments to our amended and restated certificate of incorporation.
|
|
| |
Redemptions in Connection
with our Initial
Business Combination
|
| |
Other Permitted
Purchases of Public
Shares by our Affiliates
|
| |
Redemptions if we fail to
Complete an Initial
Business Combination
|
Calculation of
redemption price
|
| |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for 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 (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
|
| |
If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.
|
| |
If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
|
|
| |
Redemptions in Connection
with our Initial
Business Combination
|
| |
Other Permitted
Purchases of Public
Shares by our Affiliates
|
| |
Redemptions if we fail to
Complete an Initial
Business Combination
|
Impact to remaining stockholders
|
| |
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
|
| |
If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
|
| |
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
Escrow of offering proceeds
|
| |
The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $125,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
At least $106,312,000 million of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
|
|
| |
|
| |
|
Investment of net proceeds
|
| |
$125,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
|
| |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
|
| |
|
| |
|
Receipt of interest on escrowed funds
|
| |
Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our
|
| |
Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
|
| |
us in connection with our completion of a business combination.
|
|
| |
|
| |
|
Limitation on fair value or net assets of target business
|
| |
The Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned in the trust account).
|
| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
|
| |
|
| |
|
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Stifel informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s option to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s option to purchase additional units.
|
| |
No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
|
| |
|
| |
|
Exercise of the warrants
|
| |
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
|
| |
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
Election to remain an investor
|
| |
We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in
|
| |
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
|
| |
|
|
| |
|
| |
|
Business combination deadline
|
| |
If we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) 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 less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
|
| |
If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
|
| |
|
|
| |
|
| |
|
Release of funds
|
| |
Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within 24 months from the closing of this offering, subject to applicable law.
|
| |
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time.
|
|
| |
|
| |
|
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| |
If we seek stockholder 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 certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
|
| |
Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.
|
| |
|
|
| |
|
| |
|
Tendering stock certificates in connection with a tender offer or redemption rights
|
| |
We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, 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 stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
|
| |
Typically in a Rule 419 offering, in order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.
|
Name
|
| |
Age
|
| |
Title
|
Timothy W. Clark
|
| |
56
|
| |
Chief Financial Officer, Chief Operating Officer and Director
|
C. Tavo Hellmund
|
| |
54
|
| |
Co-Chief Executive Officer and Director
|
Jeffrey Luhnow
|
| |
54
|
| |
Chair and Co-Chief Executive Officer
|
Sashi Brown
|
| |
44
|
| |
Director Nominee
|
Endre Holen
|
| |
57
|
| |
Director Nominee
|
Joyce C. Johnson
|
| |
54
|
| |
Director Nominee
|
Sebastian Park
|
| |
29
|
| |
Director Nominee
|
•
|
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent public registered accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent public registered accounting firms;
|
•
|
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 public registered accounting firms or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
|
•
|
reviewing and discussing with the independent public registered accounting firms all relationships the public registered accounting firms have with us in order to evaluate their continued independence;
|
•
|
setting clear hiring policies for employees or former employees of the independent public registered accounting firms;
|
•
|
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 public registered accounting firms 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 public registered accounting 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 public registered accounting firm, 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.
|
•
|
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 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;
|
•
|
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.
|
•
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
•
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see “—Directors, Director Nominees and Executive Officers” for a description of our management’s other affiliations.
|
•
|
Our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 24 months after the closing of this offering or during any Extension Period. However, if our initial stockholders or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.
|
•
|
With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination, (x) the date on which we consummate a liquidation,
|
•
|
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
|
•
|
Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination.
|
•
|
the corporation could financially undertake the opportunity;
|
•
|
the opportunity is within the corporation’s line of business; and
|
•
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
|
Name of Individual
|
| |
Entity Name
|
| |
Entity’s Business
|
| |
Affiliation
|
Timothy W. Clark
|
| |
Athletic Supply, Inc.
|
| |
Sporting Goods Distributor
|
| |
Director
|
|
Hall Capital Partners
|
| |
Private Equity
|
| |
Managing Director
|
||
|
Tulsa Capital Partners
|
| |
Aerospace
|
| |
Founder and Managing Partner
|
||
|
JAC Products, Inc.
|
| |
Auto Parts Manufacturer
|
| |
Director
|
||
C. Tavo Hellmund
|
| |
Full Throttle Productions, LP.
|
| |
Event/Product Management and Consulting
|
| |
Founding and Managing Partner
|
|
Event Partners Marketing, LLC.
|
| |
Event/Product Management and Consulting
|
| |
Founding Partner and President
|
||
|
Tavo Hellmund Inc.
|
| |
Event/Product Management and Consulting
|
| |
Founding Partner and President
|
||
|
Grand Prix Partners
|
| |
Event/Product Management and Consulting
|
| |
Founding Partner
|
||
Sashi Brown
|
| |
Monumental Sports &
Entertainment
|
| |
Sports and Entertainment
|
| |
Chief Planning and Operations
Officer,Basketball
|
Endre Holen
|
| |
The Miles Group
|
| |
Coaching and Performance Optimization
|
| |
Managing Director
|
Joyce C. Johnson
|
| |
Pacific Gate Capital
Management
|
| |
Investment Manager
|
| |
Chairman and Chief Investment
Officer
|
|
| |
Kymera International
|
| |
Manufacturer of Metal Powders
|
| |
Board Member
|
Sebastian Park
|
| |
eSports Certification Institute
|
| |
eSports Consulting
|
| |
President
|
•
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
•
|
each of our executive officers and directors; and
|
•
|
all our executive officers and directors as a group.
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares
Beneficially
Owned(2)
|
| |
Approximate Percentage of
Outstanding Common Stock
|
|||
|
Before
Offering
|
| |
After
Offering(2)
|
|||||
JTJT Partners LLC (our sponsor)(3)
|
| |
3,548,750
|
| |
98.75%
|
| |
19.68%
|
Timothy W. Clark
|
| |
—
|
| |
—
|
| |
—
|
Tavo Hellmund
|
| |
—
|
| |
—
|
| |
—
|
Jeffrey Luhnow
|
| |
—
|
| |
—
|
| |
—
|
Sashi Brown
|
| |
10,000
|
| |
*
|
| |
*
|
Endre Holen
|
| |
10,000
|
| |
*
|
| |
*
|
Joyce C. Johnson
|
| |
10,000
|
| |
*
|
| |
*
|
Sebastian Park
|
| |
10,000
|
| |
*
|
| |
*
|
All directors and executive officers as a group (7 individuals)
|
| |
40,000
|
| |
1.11%
|
| |
*
|
(1)
|
Unless otherwise noted, the business address of each of the following entities or individuals is c/o SportsTek Acquisition Corp., 2200 S. Utica Place, Suite 450, Tulsa, OK 74114.
|
(2)
|
Interests shown consist solely of shares of Class B common stock which are referred to herein as founder shares. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
|
(3)
|
Our sponsor is the record holder of such shares. Our sponsor is member managed and James Carney, Timothy W. Clark, Tavo Hellmund and Jeffrey Luhnow are the four members of our sponsor. Any action by our sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a vote of at least 80% of the units held by the members, which based on current equity holders of our sponsor, requires at least three of the four members. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s members, none of the members of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which such member holds a pecuniary interest. Accordingly, none of our officers is deemed to have or share beneficial ownership of the founder shares held by our sponsor.
|
•
|
repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
|
•
|
payment to our sponsor of a total of $2,000 per month, for up to 24 months, for office space, administrative and support services;
|
•
|
reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
•
|
repayment of loans which may be made by our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Except for the foregoing, the terms of which have not been determined nor have any written agreements been executed with respect thereto.
|
•
|
12,500,000 shares of our Class A common stock underlying the units being offered in this offering; and
|
•
|
3,125,000 shares of Class B common stock held by our initial stockholders.
|
•
|
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, or the 30-day redemption period, to each warrant holder; and
|
•
|
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, 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 send the notice of redemption to the warrant holders.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption;
|
•
|
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, 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 send the notice of redemption to the warrant holders; and
|
•
|
if the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
|
| |
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
| |
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
42 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
39 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
|
| |
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||
Redemption Date (period to expiration of warrants)
|
| |
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
if we have not completed our initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as
|
•
|
prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to: (1) receive funds from the trust account; or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination;
|
•
|
although we do not currently intend to enter into a business combination with a target business that is affiliated with our sponsor, its members, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm that such a business combination is fair to our company from a financial point of view;
|
•
|
if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
•
|
our initial business combination must be with one or more operating businesses or assets with an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the income earned in the trust account);
|
•
|
if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval 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), divided by the number of then outstanding public shares; and
|
•
|
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
•
|
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
|
•
|
an affiliate of an interested stockholder; or
|
•
|
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
|
•
|
our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
|
•
|
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
|
•
|
on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
•
|
1% of the total number of shares of common stock then outstanding, which will equal 156,250 (or 179,688 if the underwriter exercise its option to purchase additional units in full) shares immediately after this offering; or
|
•
|
the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
•
|
an individual who is a United States citizen or resident of the United States;
|
•
|
a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof;
|
•
|
an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or
|
•
|
a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.
|
•
|
a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates);
|
•
|
a foreign corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof;
|
•
|
an estate or trust that is not a U.S. Holder;
|
•
|
the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
|
•
|
the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
|
•
|
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the disposition or such non-U.S. Holder’s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose.
|
|
| |
Paid by SportsTek Acquisition Corp.
|
|||
|
| |
No Exercise
|
| |
Full Exercise
|
Per Unit(1)
|
| |
$0.55
|
| |
$0.55
|
Total(1)
|
| |
$6,875,000
|
| |
$7,906,250
|
(1)
|
$0.20 per unit, or $2,500,000 in the aggregate (or $2,875,000 in the aggregate if the underwriter’s option to purchase additional units is exercised in full), is payable upon the closing of this offering. $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriter’s option to purchase additional units is exercised in full) payable to the underwriter for deferred underwriting commissions will be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination.
|
•
|
Short sales involve secondary market sales by the underwriter of a greater number of shares than they are required to purchase in the offering.
|
•
|
“Covered” short sales are sales of units in an amount up to the number of units represented by the underwriter’s over-allotment option.
|
•
|
“Naked” short sales are sales of units in an amount in excess of the number of units represented by the underwriter’s over-allotment option.
|
•
|
Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
|
•
|
To close a naked short position, the underwriter must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
|
•
|
To close a covered short position, the underwriter must purchase units in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriter will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option.
|
•
|
Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
|
•
|
a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
|
•
|
a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
|
•
|
a person associated with the Company under Section 708(12) of the Corporations Act; or
|
•
|
a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act, to whom an offer of securities may be made without a disclosure document (as defined in the Corporations Act).
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
•
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
•
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
•
|
where no consideration is or will be given for the transfer;
|
•
|
where the transfer is by operation of law;
|
•
|
as specified in Section 276(7) of the SFA; or
|
•
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
|
•
|
to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
|
•
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or
|
•
|
in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”),
|
|
| |
Page
|
Audited Financial Statements of SportsTek Acquisition Corp.:
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
Assets:
|
| |
|
Deferred offering costs
|
| |
$202,261
|
Total Assets
|
| |
$202,261
|
Liabilities and Stockholder’s Equity
|
| |
|
Accrued offering costs and expenses
|
| |
$177,828
|
Total current liabilities
|
| |
177,828
|
Commitments and Contingencies
|
| |
|
Stockholder’s Equity:
|
| |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized, 3,593,750 shares issued and outstanding(1)
|
| |
359
|
Additional paid-in capital
|
| |
24,641
|
Accumulated deficit
|
| |
(567)
|
Total stockholder’s equity
|
| |
24,433
|
Total Liabilities and Stockholder’s Equity
|
| |
$202,261
|
(1)
|
Includes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (See Note 7).
|
Formation and operating costs
|
| |
$567
|
Net loss
|
| |
$(567)
|
Basic and diluted weighted average shares outstanding, Class B common stock(1)
|
| |
3,125,000
|
Basic and diluted net loss per share, Class B common stock
|
| |
$(0.00)
|
(1)
|
Excludes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (see Note 7).
|
|
| |
Class B Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholder’s
Equity
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balance as of December 7, 2020 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Issuance of Class B common stock to Sponsor(1)
|
| |
3,593,750
|
| |
359
|
| |
24,641
|
| |
—
|
| |
25,000
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(567)
|
| |
(567)
|
Balance as of December 11, 2020
|
| |
3,593,750
|
| |
$359
|
| |
$24,641
|
| |
$(567)
|
| |
$24,433
|
(1)
|
Includes up to 468,750 shares of Class B common stock subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriter (see Note 7).
|
Cash flows from operating activities:
|
| |
|
Net loss
|
| |
$(567)
|
Changes in current assets and liabilities:
|
| |
|
Accrued offering costs and expenses
|
| |
567
|
Net cash used in operating activities
|
| |
—
|
Net change in cash
|
| |
—
|
Cash at beginning of period
|
| |
—
|
Cash, at end of the period
|
| |
$—
|
Supplemental disclosure of cash flow information:
|
| |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock
|
| |
$25,000
|
Deferred offering costs included in accrued offering costs and expenses
|
| |
$177,261
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
|
•
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, 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 warrant holders.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption;
|
•
|
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, 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; and
|
•
|
if the last reported sale price of the Class A common stock 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 is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC expenses
|
| |
$15,684
|
FINRA expenses
|
| |
22,063
|
Accounting fees and expenses
|
| |
30,000
|
Printing and engraving expenses
|
| |
40,000
|
Travel and road show expenses
|
| |
5,000
|
Directors and officers insurance premiums(1)
|
| |
800,000
|
Legal fees and expenses
|
| |
375,000
|
Nasdaq listing and filing fees
|
| |
108,000
|
Miscellaneous
|
| |
4,253
|
Total
|
| |
$1,400,000
|
(1)
|
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
|
Item 14.
|
Indemnification of Directors and Officers.
|
(a)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
|
(b)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be
|
(c) (1)
|
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of this paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence).
|
(2)
|
The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein.
|
(d)
|
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:
|
(1)
|
By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
|
(2)
|
By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or
|
(3)
|
If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or
|
(4)
|
By the stockholders.
|
(e)
|
Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
|
(f)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after
|
(g)
|
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
|
(h)
|
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
|
(i)
|
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
|
(j)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
|
(k)
|
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
Exhibits. The following exhibits are filed as part of this registration statement:
|
Exhibit
|
| |
Description
|
| |
Form of Underwriting Agreement
|
|
| |
Amended and Restated Certificate of Incorporation
|
|
| |
Form of Second Amended and Restated Certificate of Incorporation
|
|
| |
Bylaws
|
|
| |
Specimen Unit Certificate
|
|
| |
Specimen Class A Common Stock Certificate
|
|
| |
Specimen Warrant Certificate (included in Exhibit 4.4)
|
|
| |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
|
|
| |
Opinion of O’Melveny & Myers LLP
|
|
| |
Promissory Note, dated December 18, 2020 issued in favor of JTJT Partners LLC
|
|
| |
Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and JTJT Partners LLC
|
|
| |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
|
|
| |
Form of Registration Rights Agreement between the Registrant and certain security holders
|
|
| |
Securities Subscription Agreement, dated December 11, 2020, between the Registrant and JTJT Partners LLC
|
Exhibit
|
| |
Description
|
| |
Form of Warrant Purchase Agreement between the Registrant and JTJT Partners LLC
|
|
| |
Form of Indemnity Agreement
|
|
| |
Form of Administrative Services Agreement, by and between the Registrant and JTJT Partners LLC
|
|
| |
Form of Code of Ethics
|
|
| |
Consent of WithumSmith + Brown PC
|
|
| |
Consent of O’Melveny & Myers LLP (included in Exhibit 5.1)
|
|
| |
Consent of Sashi Brown
|
|
| |
Consent of Endre Holen
|
|
| |
Consent of Joyce C. Johnson
|
|
| |
Consent of Sebastian Park
|
|
| |
Form of Audit Committee Charter
|
|
| |
Form of Compensation Committee Charter
|
*
|
Previously filed.
|
(b)
|
Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.
|
Item 17.
|
Undertakings.
|
(a)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
(b)
|
The undersigned registrant hereby undertakes that:
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(2)
|
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
| |
SPORTSTEK ACQUISITION CORP.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeffrey Luhnow
|
|
| |
Name:
|
| |
Jeffrey Luhnow
|
|
| |
Title:
|
| |
Chair and Co-Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ Jeffrey Luhnow
|
| |
Chair
Co-Chief Executive Officer
(Principal Executive Officer)
|
| |
February 8, 2021
|
Jeffrey Luhnow
|
| |
|
|||
|
| |
|
| |
|
/s/ C. Tavo Hellmund
|
| |
Co-Chief Executive Officer
(Principal Executive Officer)
Director
|
| |
February 8, 2021
|
C. Tavo Hellmund
|
| |
|
|||
|
| |
|
| |
|
/s/ Timothy W. Clark
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chief Operating Officer
Director
|
| |
February 8, 2021
|
Timothy W. Clark
|
| |
|
|||
|
| |
|
|||
|
| |
|
(i)
|
if the number of Defaulted Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or
|
|
(ii) |
if the number of Defaulted Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement or, with respect to any Option Securities
Settlement Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Option Securities Settlement Date shall terminate without liability on the part of any
non-defaulting Underwriter.
|
Very truly yours,
|
|||
SPORTSTEK ACQUISITION CORP.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
STIFEL, NICOLAUS & COMPANY, INCORPORATED
|
||
By:
|
|
|
Name: Craig DeDomenico
|
||
Title: Managing Director
|
Underwriters
|
Number of Underwritten Securities
to be Purchased
|
|||
Stifel, Nicolaus & Company, Incorporated
|
[•]
|
|
||
Total
|
12,500,000
|
Exhibit 3.1
AMENDED AND RESTATED
OF
SPORTSTEK ACQUISITION CORP.
(Pursuant to Sections 241 and 245 of the
General Corporation Law of the State of Delaware)
SportsTek Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
1. That the name of the corporation is SportsTek Acquisition Corp., and that the corporation was originally incorporated pursuant to the General Corporation Law on December 7, 2020 under the name SportsTek Acquisition Corp.
2. That pursuant to an Action by Written Consent of the Sole Incorporator of this Corporation, the Sole Incorporator adopted a resolution setting forth a proposed amendment and restatement of the Certificate of Incorporation of the corporation, declaring said amendment and restatement to be advisable and in the best interests of the corporation, which resolution setting forth the proposed amendment and restatement is as follows:
RESOLVED, that the Certificate of Incorporation of the corporation be amended and restated in its entirety to read as follows:
ARTICLE 1
The name of this corporation is SportsTek Acquisition Corp. (the “Corporation”).
ARTICLE 2
The address of the Corporation's registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The name of the corporation's registered agent at such address is The Corporation Trust Company.
ARTICLE 3
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE 4
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 221,000,000, consisting of (a) 220,000,000 shares of common stock (the “Common Stock”), including (i) 200,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii) 20,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Section 4.2 Preferred Stock.
(a) Designation. The Preferred Stock may be issued in one or more series from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the board of directors of the Corporation (the “Board”) and included in a certificate of designations (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority, to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions.
(b) Authorized Shares. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders of Preferred Stock is required pursuant to another provision of this Certificate, including any Preferred Stock Designation.
Section 4.3 Common Stock.
(a) Voting.
(i) Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.
(ii) Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.
(iii) Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Certificate (including a Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation).
(b) Class B Common Stock.
(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the business day following the closing of the Business Combination (as defined below).
(ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities and related to the closing of the Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the Corporation’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) at a ratio for which:
(a) the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination; and
(b) the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination.
Notwithstanding anything to the contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.
The foregoing conversion ratio shall be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.
Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3(b). The pro rata share for each holder of Class B Common Stock will be determined as follows: each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion.
(iii) Voting. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class B Common Stock shall, to the extent required by law, be given to those holders of Class B Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class B Common Stock to take the action were delivered to the Corporation.
(c) Dividends. Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions subject to such rights of the holders of Preferred Stock.
(d) Liquidation, Dissolution or Winding Up of the Corporation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them.
Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.
ARTICLE 5
Except as otherwise provided in this Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.
ARTICLE 6
Elections of directors need not be by written ballot unless and to the extent the Bylaws of the Corporation shall so provide.
ARTICLE 7
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the Bylaws of the Corporation.
ARTICLE 8
Section 8.1 Limited Liability. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.
Section 8.2 Indemnification. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article 8 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
Any repeal or modification of this Article 8 shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article 8 in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
ARTICLE 9
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on behalf of the Corporation; (B) any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders; (C) any action or proceeding (including any class action) asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation arising pursuant to any provision of the General Corporation Law, this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation; (D) any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation; or (E) any action asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this section.
ARTICLE 10
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Certificate, statue, and the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation.
* * *
3. The corporation has not received any payment for any of its stock.
4. That the foregoing amendment and restatement was approved by the Incorporator of the Corporation in accordance with Sections 241 and 245 of the General Corporation Law.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 10th day of December, 2020.
/s/ James Carney
|
|
James Carney
|
|
Incorporator
|
|
• |
the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or
otherwise) in each case by the Corporation related to or in connection with the consummation of the initial Business Combination (net of the number of shares of Class A Common Stock redeemed in connection with the initial Business Combination
and excluding any securities issued or issuable to any seller in the initial Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and
|
|
• |
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination.
|
SportsTek Acquisition Corp.
|
||
By:
|
||
Name:
|
Timothy W. Clark
|
|
Title:
|
Chief Financial Officer, Chief Operating Officer and Secretary
|
|
Secretary
|
Principal Executive Officer
|
TEN COM
|
-
|
as tenants in common
|
UNIF GIFT MIN ACT
|
-
|
______ Custodian ______
|
TEN ENT
|
-
|
as tenants by the entireties
|
(Cust) (Minor)
|
||
JT TEN
|
-
|
as joint tenants with right of survivorship and not as tenants in common
|
Under Uniform Gifts to Minors Act ____ (State)
|
Dated _______________
|
|
Notice: The signature to this assignment must
correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.
|
NUMBER
|
SHARES
|
C-
|
This Certifies that
|
|
is the owner of
|
|
[Corporate Seal]
Delaware
|
|
Secretary
|
Principal Executive Officer
|
|
TEN COM
|
-
|
as tenants in common
|
UNIF GIFT MIN ACT
|
-
|
______ Custodian ______
(Cust) (Minor)
Under Uniform Gifts to
Minors Act _____________
(State)
|
TEN ENT
|
-
|
as tenants by the entireties
|
|||
JT TEN
|
-
|
as joint tenants with right of survivorship and not as tenants in common
|
Redemption Date Fair Market Value of shares of Common Stock ($)
|
|||||||||
Redemption Date (period to expiration of the Warrants)
|
≤10
|
11
|
12
|
13
|
14
|
15
|
16
|
17
|
≥18
|
60 months
|
0.261
|
0.281
|
0.297
|
0.311
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
57 months
|
0.257
|
0.277
|
0.294
|
0.310
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
54 months
|
0.252
|
0.272
|
0.291
|
0.307
|
0.322
|
0.335
|
0.347
|
0.357
|
0.361
|
51 months
|
0.246
|
0.268
|
0.287
|
0.304
|
0.320
|
0.333
|
0.346
|
0.357
|
0.361
|
48 months
|
0.241
|
0.263
|
0.283
|
0.301
|
0.317
|
0.332
|
0.344
|
0.356
|
0.361
|
45 months
|
0.235
|
0.258
|
0.279
|
0.298
|
0.315
|
0.330
|
0.343
|
0.356
|
0.361
|
42 months
|
0.228
|
0.252
|
0.274
|
0.294
|
0.312
|
0.328
|
0.342
|
0.355
|
0.361
|
39 months
|
0.221
|
0.246
|
0.269
|
0.290
|
0.309
|
0.325
|
0.340
|
0.354
|
0.361
|
36 months
|
0.213
|
0.239
|
0.263
|
0.285
|
0.305
|
0.323
|
0.339
|
0.353
|
0.361
|
33 months
|
0.205
|
0.232
|
0.257
|
0.280
|
0.301
|
0.320
|
0.337
|
0.352
|
0.361
|
30 months
|
0.196
|
0.224
|
0.250
|
0.274
|
0.297
|
0.316
|
0.335
|
0.351
|
0.361
|
27 months
|
0.185
|
0.214
|
0.242
|
0.268
|
0.291
|
0.313
|
0.332
|
0.350
|
0.361
|
24 months
|
0.173
|
0.204
|
0.233
|
0.260
|
0.285
|
0.308
|
0.329
|
0.348
|
0.361
|
21 months
|
0.161
|
0.193
|
0.223
|
0.252
|
0.279
|
0.304
|
0.326
|
0.347
|
0.361
|
18 months
|
0.146
|
0.179
|
0.211
|
0.242
|
0.271
|
0.298
|
0.322
|
0.345
|
0.361
|
15 months
|
0.130
|
0.164
|
0.197
|
0.230
|
0.262
|
0.291
|
0.317
|
0.342
|
0.361
|
12 months
|
0.111
|
0.146
|
0.181
|
0.216
|
0.250
|
0.282
|
0.312
|
0.339
|
0.361
|
9 months
|
0.090
|
0.125
|
0.162
|
0.199
|
0.237
|
0.272
|
0.305
|
0.336
|
0.361
|
6 months
|
0.065
|
0.099
|
0.137
|
0.178
|
0.219
|
0.259
|
0.296
|
0.331
|
0.361
|
3 months
|
0.034
|
0.065
|
0.104
|
0.150
|
0.197
|
0.243
|
0.286
|
0.326
|
0.361
|
0 months
|
-
|
-
|
0.042
|
0.115
|
0.179
|
0.233
|
0.281
|
0.323
|
0.361
|
SPORTSTEK ACQUISITION CORP.
|
||
By:
|
||
Name: Timothy W. Clark
|
||
Title: Authorized Signatory
|
||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
|
||
By:
|
||
Name: Francis Wolf
|
||
Title: Vice President
|
SPORTSTEK ACQUISITION CORP.
|
||
By:
|
||
Name:
|
||
Title:
|
||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
|
||
By:
|
||
Name:
|
||
Title:
|
Date:
|
(Signature)
|
||
(Address)
|
|||
(Tax Identification Number)
|
|||
Signature Guaranteed:
|
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036-6537
|
T: +1 212 326 2000
F: +1 212 326 2061
omm.com
|
|
Re:
|
Registration of Securities of SportsTek Acquisition Corp.
|
|
(a) |
the Registration Statement;
|
|
(b) |
the Amended and Restated Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware on December 10, 2020, filed as Exhibit 3.1 to the
Registration Statement;
|
|
(c) |
the Second Amended and Restated Certificate of Incorporation of the Company to be in effect immediately prior to the consummation of the offering of the Units, in the form filed as
Exhibit 3.2 to the Registration Statement (the “Certificate of Incorporation”);
|
|
|
(d) |
the Amended and Restated Bylaws of the Company in the form filed as Exhibit 3.3 to the Registration Statement;
|
|
(e) |
the form of Underwriting Agreement proposed to be entered into by and between the Company and Stifel, Nicolaus & Company, Incorporated, filed as Exhibit 1.1 to the Registration
Statement (the “Underwriting Agreement”);
|
|
(f) |
the form of Unit certificate, filed as Exhibit 4.1 to the Registration Statement;
|
|
(g) |
the form of Common Stock certificate, filed as Exhibit 4.2 to the Registration Statement;
|
|
(h) |
the form of Warrant Certificate, filed as Exhibit 4.3 to the Registration Statement;
|
|
(i) |
the form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agreement”), filed as Exhibit 4.4 to the Registration Statement; and
|
|
(j) |
the resolutions, or actions by written consent, of the board of directors of the Company, or any committee thereof, with the registration of the Securities and related matters.
|
|
Respectfully submitted,
|
|
/s/ O’Melveny & Myers
|
Principal Amount: Up to $300,000
|
Dated as of December 18, 2020
|
|
(a) |
Failure to Make Required Payments. Failure by Maker to pay the principal
amount due pursuant to this Note within five (5) business days of the Maturity Date.
|
|
(b) |
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case
under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the foregoing.
|
|
(c) |
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
|
|
(a) |
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable,
whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
|
|
(b) |
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this
Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
|
SPORTSTEK ACQUISITION CORP.,
|
|||
a Delaware corporation
|
|||
By:
|
/s/ Timothy W. Clark
|
||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
Accepted and agreed this 18th day of December, 2020
|
|||
JTJT PARTNERS LLC,
|
|||
a Delaware limited liability company
|
|||
By:
|
/s/ Timothy W. Clark
|
||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
Sincerely,
|
|||
JTJT PARTNERS LLC
|
|||
By:
|
|||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
[Other Insiders]
|
|||
Acknowledged and Agreed:
|
|||
SPORTSTEK ACQUISITION CORP.
|
|||
By:
|
|||
Name: Timothy W. Clark
|
|||
Title: Chief Financial Officer, Chief Operating Officer
|
SportsTek Acquisition Corp.
|
||
By:
|
|
|
Name: Timothy W. Clark
|
||
Title: Authorized Signatory
|
||
TRUSTEE:
|
||
Continental Stock Transfer & Trust Company, as Trustee
|
||
By:
|
|
|
Name: Francis Wolf
|
||
Title: Vice President
|
Fee Item
|
Time and method of payment
|
Amount
|
|||
Initial set-up fee
|
Initial closing of the Offering by wire transfer.
|
$
|
3,500.00
|
||
Trustee administration fee
|
First year, fee payable at initial closing of the Offering by wire transfer; thereafter, on the anniversary of the effective date of the Offering by wire transfer or check.
|
$
|
10,000.00
|
||
Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)
|
Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)
|
$
|
250.00
|
||
Paying Agent services as required pursuant to Sections 1(i) and 1(k)
|
Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)
|
Prevailing rates
|
Re:
|
Trust Account - Termination Letter
|
Very truly yours,
|
|||
SportsTek Acquisition Corp.
|
|||
By:
|
|||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
cc:
|
Stifel, Nicolaus & Company, Incorporated
|
Re:
|
Trust Account - Termination Letter
|
Very truly yours,
|
|||
SportsTek Acquisition Corp.
|
|||
By:
|
|||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
cc:
|
Stifel, Nicolaus & Company, Incorporated
|
Re:
|
Trust Account - Tax Payment Withdrawal Instruction
|
Very truly yours,
|
|||
SportsTek Acquisition Corp.
|
|||
By:
|
|
||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
cc:
|
Stifel, Nicolaus & Company, Incorporated
|
Re:
|
Trust Account - Stockholder Redemption Withdrawal Instruction
|
Very truly yours,
|
|||
SportsTek Acquisition Corp.
|
|||
By:
|
|
||
Name: Timothy W. Clark
|
|||
Title: Authorized Signatory
|
|||
cc:
|
Stifel, Nicolaus & Company, Incorporated
|
|
(A) |
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed;
|
|
(B) |
fees and expenses of compliance with securities or blue sky laws (including reasonable out-of-pocket fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
|
|
(C) |
printing, messenger, telephone and delivery expenses;
|
|
(D) |
reasonable out-of-pocket fees and disbursements of counsel for the Company;
|
|
(E) |
reasonable out-of-pocket fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
|
|
(F) |
reasonable out-of-pocket fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
|
COMPANY:
|
||
SPORTSTEK ACQUISITION CORP.
|
||
a Delaware corporation
|
||
By:
|
||
Name: [●]
|
||
Title: [●]
|
||
SPONSOR:
|
||
JTJT PARTNERS LLC
|
||
a Delaware limited liability company
|
||
By:
|
||
Name: [●]
|
||
Title: [●]
|
||
OTHER HOLDERS:
|
||
Name: [●]
Holder of Founder Shares: [●] Founder Shares
Holder of Private Placement Warrants: [●] Private Placement Warrants
|
||
1. |
Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues the Shares to the Subscriber, and the
Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.
|
2. |
Representations, Warranties and Agreements.
|
|
2.1. |
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
|
|
2.1.1. |
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
|
|
2.1.2. |
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation
and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment
or decree to which the Subscriber is subject.
|
|
2.1.3. |
Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
|
|
2.1.4. |
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its
investment in the Shares for an indefinite period of time as the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be resold unless subsequently registered under the Securities Act or an
exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this
investment until the Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of
an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
|
|
2.1.5. |
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an
investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to
make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this
paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or
information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
|
|
2.1.6. |
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or
dissemination thereof in violation of the registration requirements of the Securities Act. The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of
Regulation D under the Securities Act.
|
|
2.1.7. |
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be
“restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates or book entries representing the Shares will contain a legend in respect of such restrictions. If in the future
the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act or (ii) an available
exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion
of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the
Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any
contractual transfer restrictions.
|
|
2.1.8. |
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this
Agreement.
|
|
2.2. |
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
|
|
2.2.1. |
Organization and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
|
|
2.2.2. |
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of
Incorporation or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or
decree to which the Company is subject.
|
|
2.2.3. |
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to,
the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and other agreements to which the Shares may be
subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
|
|
2.2.4. |
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the
transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.
|
3. |
Forfeiture of Shares.
|
|
3.1. |
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it
shall forfeit any and all rights to such number of Shares (up to an aggregate of 468,750 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber
(and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket)
equal to 20% of the issued and outstanding Common Stock immediately following the IPO.
|
|
3.2. |
Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such
Shares, and the Company shall take such action as is appropriate to cancel such Shares.
|
4. |
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any
distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Common Stock in the
IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock into
funds held in the Trust Account upon the successful completion of an initial business combination.
|
5. |
Restrictions on Transfer.
|
|
5.1. |
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO
by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under
the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
|
|
5.2. |
Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
|
|
5.3. |
Restrictive Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:
|
|
5.4. |
Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such
transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number or class of Shares subject to this Section 5 and Section 3.
|
|
5.5. |
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are
met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.
|
6. |
Other Agreements.
|
|
6.1. |
Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
|
|
6.2. |
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier
service or facsimile or electronic transmission to the address designated in writing or (ii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated
in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
|
|
6.3. |
Entire Agreement. This Agreement, together with that certain Insider Letter, the Subscriber’s intention to purchase private placement warrants of the Company in connection with the consummation of the IPO, the Subscriber’s
intention to provide a loan to the Company, the Subscriber and the Company’s intention to enter into an administrative services agreement and the registration rights agreement to be entered into among the Company and certain
securityholders, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or
be used to interpret, change or restrict, the express terms and provisions of this Agreement.
|
|
6.4. |
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
|
|
6.5. |
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
|
|
6.6. |
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
|
|
6.7. |
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each
party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
|
|
6.8. |
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the
borders of such state, without giving effect to the conflict of law principles thereof.
|
|
6.9. |
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision
shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly
unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
|
|
6.10. |
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any
such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
|
|
6.11. |
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive
the execution and delivery hereof and any investigations made by or on behalf of the parties.
|
|
6.12. |
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated
hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial
consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
|
|
6.13. |
Headings and Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions
hereof.
|
|
6.14. |
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party
and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
|
|
6.15. |
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and
neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular section unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance.
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
|
|
6.16. |
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for
or against any party hereto.
|
7. |
Voting and Redemption of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption
with respect to such Shares. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated
by the Company.
|
Very truly yours,
|
|||
SPORTSTEK ACQUISITION CORP.
|
|||
By:
|
/s/ Timothy W. Clark
|
||
Name:
|
Timothy W. Clark
|
||
Title:
|
Authorized Signatory
|
||
Accepted and agreed this 11th day of December, 2020
|
|||
JTJT PARTNERS LLC
|
|||
By:
|
/s/ Timothy W. Clark
|
||
Name:
|
Timothy W. Clark
|
||
Title:
|
Authorized Signatory
|
COMPANY:
|
||
SPORTSTEK ACQUISITION CORP.
|
||
By:
|
||
Name:
|
Timothy W. Clark
|
|
Title:
|
Chief Financial Officer and Chief Operating Officer
|
|
PURCHASER:
|
||
JTJT PARTNERS LLC
|
||
By:
|
||
Name:
|
Timothy W. Clark
|
|
Title:
|
Authorized Signatory
|
SPORTSTEK ACQUISITION CORP.
|
INDEMNITEE
|
|||
By:
|
By:
|
|||
Name:
|
Name:
|
|||
Office:
|
Address:
|
|||
Re: |
Administrative Services Agreement
|
|
1. |
Sponsor shall make available to the Company, at 2200 S. Utica Place, Suite 450, Tulsa, OK 74114 (or any successor location or other existing office locations of Sponsor or any of its affiliates), certain office space, and administrative
and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay Sponsor, on the first day of each month, the sum of $2,000 per month commencing on the Listing Date and continuing monthly
thereafter until the Termination Date; and
|
|
2. |
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each, a “Claim”) in or to, and any and all
right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be
deposited (the “Trust Account”), and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter agreement, which
Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust
Account or any monies or other assets in the Trust Account for any reason whatsoever.
|
Very truly yours,
|
|||
SPORTSTEK ACQUISITION CORP.
|
|||
By:
|
|||
Name:
|
Timothy W. Clark
|
||
Title:
|
Chief Financial Officer and Chief Operating Officer
|
AGREED TO AND ACCEPTED BY:
|
|||
JTJT PARTNERS LLC
|
|||
By:
|
|||
Name:
|
Timothy W. Clark
|
||
Title:
|
Authorized Signatory
|
1. |
Introduction
|
|
• |
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
• |
promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
|
|
• |
promote compliance with applicable governmental laws, rules and regulations;
|
|
• |
deter wrongdoing; and
|
|
• |
require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
|
2. |
Honest, Ethical and Fair Conduct
|
|
• |
act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;
|
|
• |
observe all applicable governmental laws, rules and regulations;
|
|
• |
comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the
Company’s financial records and other business-related information and data;
|
|
• |
adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
|
|
• |
deal fairly with the Company’s customers, suppliers, competitors, employees and independent contractors;
|
|
• |
refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
|
|
• |
protect the assets of the Company and ensure their proper use;
|
3. |
Conflicts of Interest
|
|
o |
any significant ownership interest in any supplier or customer;
|
|
o |
any consulting or employment relationship with any supplier or customer;
|
|
o |
the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
|
|
o |
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell;
|
|
o |
any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
|
|
o |
any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes—or even appears to interfere—with the interests of
the Company as a whole.
|
5. |
Disclosure
|
|
• |
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered
public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
|
|
• |
in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
|
6. |
Compliance
|
7. |
Reporting and Accountability
|
|
• |
notify the Chairperson promptly of any existing or potential violation of this Code; and
|
|
• |
not retaliate against any other person for reports of potential violations that are made in good faith.
|
|
• |
the Board will take all appropriate action to investigate any breaches reported to it; and
|
|
• |
upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after
consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
|
8. |
Waivers and Amendments
|
9. |
Insider Trading
|
10. |
Financial Statements and Other Records
|
11. |
Improper Influence on Conduct of Audits
|
|
• |
offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;
|
|
• |
providing an auditor with an inaccurate or misleading legal analysis;
|
|
• |
threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
|
|
• |
seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;
|
|
• |
blackmailing; and
|
|
• |
making physical threats.
|
12. |
Anti-Corruption Laws
|
13. |
Violations
|
14. |
Other Policies and Procedures
|
15. |
Inquiries
|
|
A. |
Subject to any other provisions of this Code, act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company,
including receiving improper personal benefits as a result of his or her position.
|
|
B. |
Disclose to the CEOs (if a senior financial officer) and the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
|
|
C. |
Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain
information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.
|
|
D. |
Comply with laws, rules and regulations of federal, state and local governments applicable to the Company and with the rules and regulations of private and public regulatory agencies
having jurisdiction over the Company.
|
|
E. |
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or
subordinated.
|
|
F. |
Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any
such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.
|
|
G. |
Share knowledge and maintain skills important and relevant to the needs of the Company, its stockholders and other constituencies and the general public.
|
|
H. |
Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
|
|
I. |
Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
|
|
J. |
Subject to any other provisions of this Code, not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain and/or
advantage; not compete directly or indirectly with the Company.
|
|
K. |
Comply in all respects with this Code.
|
|
L. |
Subject to any other provisions of this Code, advance the Company’s legitimate interests when the opportunity arises.
|
Dated:
|
||
Name:
|
||
Title:
|
1. |
Purpose. The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of SportsTek Acquisition Corp.
(the “Company”) to assist the Board in fulfilling the Board’s oversight responsibilities regarding:
|
|
• |
the integrity of the Company’s financial statements;
|
|
• |
the Company’s compliance with applicable legal and regulatory requirements, including accounting, financial reporting and public disclosure requirements;
|
|
• |
the qualifications and independence of the Company’s independent auditors; and
|
|
• |
the performance of the Company’s system of our internal audit function (to the extent such functions are required by applicable rules and regulations) and any independent public
registered accounting firm.
|
2. |
Membership. The Committee shall be comprised of at least three (3) members of the Board. Each Committee member shall, as determined in the
business judgment of the Board, qualify as an “independent director,” as such term is defined under applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), and meet the additional independence requirements of the
Securities and Exchange Commission (the “SEC”) with respect to audit committees, as they may be in effect from time to time. The members of the Committee shall be appointed by and serve at the discretion of the Board. The Board will
appoint one member of the Committee to serve as the Chairperson of the Committee. Committee members (including the Chairperson) may be removed at any time by the Board.
|
3. |
Specific Responsibilities and Duties. In performing its function, the Committee shall undertake those tasks and responsibilities that, in its
judgment, would most effectively contribute to and implement the purposes of the Committee. In addition to the general tasks and responsibilities, the following duties and responsibilities are the specific functions of the Committee, to be
performed as the Committee deems necessary or appropriate, along with such other responsibilities as the Board shall require from time to time:
|
|
3.1. |
Financial Reporting.
|
|
(a) |
Annual Financials. Review and discuss with management, the Company’s internal auditor(s) (as applicable), and the independent auditors the
Company’s annual audited financial statements, including the related disclosures required by generally accepted accounting principles in the United States (“GAAP”) and the Company’s disclosures under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” Recommend to the Board whether the annual audited financial statements should be included in the Company’s annual report on Form 10-K.
|
|
(b) |
Quarterly Financials. Review and discuss with management, the Company’s internal auditor(s) (as applicable) and the independent auditors the
Company’s quarterly unaudited financial statements, including the related disclosures required by GAAP for interim financial statements and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”
|
|
(c) |
Reports Regarding Financial Statements. Review and discuss the following with management, the Company’s internal auditor(s) (as applicable), and
the Company’s independent auditors:
|
|
• |
all critical accounting policies and practices, any matters arising from the audit of the Company’s financial statements that are expected to constitute “critical audit matters” as
defined by applicable Public Company Accounting Oversight Board (the “PCAOB”) auditing standards, and such other accounting policies of the Company as are deemed appropriate for review by the Committee prior to the filing of any annual
or quarterly financial statements with the SEC or other regulatory body;
|
|
• |
major issues concerning accounting principles and the presentation of the financial statements, including (i) any significant changes in the Company’s selection or application of
accounting principles and (ii) analyses prepared by management, the Company’s internal auditor(s) (as applicable), or the independent auditors setting forth any significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including with respect to alternative treatments of financial information within GAAP that have been discussed with management, the ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditors;
|
|
• |
all other material written communications between the independent auditors and management, including, but not limited to, any management letter or schedule of unadjusted differences;
|
|
• |
the implementation of any new GAAP accounting standards, including management’s implementation plan and processes to establish and monitor controls and procedures over adoption and
transition;
|
|
• |
the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the financial statements of the Company; and
|
|
• |
any other matters required to be communicated by the independent auditors to the Committee with respect to the review or audit of the Company’s financial statements pursuant to
applicable auditing standards adopted by the PCAOB.
|
|
(d) |
Audit Difficulties; Disagreements. Prior to completion of the annual audit, review and discuss with the independent auditors any significant
changes in the audit plan and difficulties or significant disagreements with management encountered during the audit, including any restrictions on the scope of activities or access to requested information. In connection therewith, the
Committee shall review with the independent auditors the following:
|
|
• |
the nature and extent of any accounting adjustments that were noted or proposed by the independent auditors but were passed on by management (as immaterial or otherwise);
|
|
• |
any significant communications between the audit team and the independent auditors’ national office respecting auditing or accounting issues presented by the engagement; and
|
|
• |
any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company and the Company’s response thereto.
|
|
(e) |
Earnings Releases. Review and discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to
analysts, rating agencies and other relevant parties. The Committee’s discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and need not take
place in advance of the issuance of each earnings release or each instance in which the Company may provide earnings guidance or other financial information.
|
|
3.2. |
Oversight of Risk Management. Review and discuss with management, the Company’s internal auditor(s) (as applicable), and the independent auditors
guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and review any significant financial risk exposures facing
the Company and management’s plans to monitor, control and/or minimize such exposures.
|
|
3.3. |
Independent Auditors; Audit Process.
|
|
(a) |
Appointment of Independent Auditors. Be solely and directly responsible for the appointment, compensation, retention and oversight of the work of
the independent auditors (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services
for the Company and, where appropriate, the termination and replacement of such firm. Such independent auditors shall report directly to and be ultimately accountable to the Committee. The Committee has the ultimate authority to approve all
audit engagement fees and terms, with the costs of all engagements to be borne by the Company.
|
|
(b) |
Pre-Approval of Audit and Non-Audit Services. Pre-approve all audit and non-audit services (including the planning, staffing and scope of the
audit and fees to be charged) provided to the Company by the Company’s independent auditors. The Committee shall also consider whether the auditor’s provision of permissible non-audit services is compatible with the independence of the
auditor. Further, the Committee may establish policies and procedures for the pre-approval of audit and non-audit services, as permitted by the SEC and applicable law. The Committee may delegate its authority to grant pre-approvals of audit
and non-audit services to the Chair of the Committee, to the extent consistent with applicable laws and regulations, provided that any such pre-approvals shall be presented to the full Committee at its next scheduled meeting. The Committee
may consult with management regarding the pre-approval of audit and non-audit services, but shall not delegate these responsibilities to management.
|
|
(c) |
Statement from Independent Auditors. Before the engagement of an independent auditor and at least annually thereafter, obtain and review a formal
written statement from the independent auditors (the “Auditors’ Statement”) describing:
|
|
• |
the independent auditors’ internal quality-control procedures;
|
|
• |
any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by any governmental or
professional authorities (including the PCAOB) within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and
|
|
• |
all relationships between the independent auditors and the Company consistent with the applicable requirements of the PCAOB (to assess the independent auditors’ independence).
|
|
(d) |
Communications with Independent Auditors. Before the engagement of an independent auditor and at least annually thereafter, discuss with the
independent auditors the Auditors’ Statement. Engage in an active dialogue with the independent auditors regarding the services or relationships between the accountants and the Company that, in the accountants’ professional judgment, may
reasonably be thought to bear on its objectivity and independence, and affirm in writing to the Committee that the accountants are independent. Take such steps, or recommend that the Board take such steps, as the Committee may deem
appropriate to oversee the independence of the independent auditors.
|
|
(e) |
Lead Audit Partner Review, Evaluation and Rotation. Review and evaluate the lead partner of the independent auditors. Oversee the rotation of the
independent auditors’ lead audit partner and other audit partners, and establish clear policies for compliance in accordance with SEC and other applicable regulations. The Committee shall also determine whether there should be regular
rotation of the audit firm itself to assure continuing auditor independence.
|
|
(f) |
Hiring Policies. Establish clear policies, consistent with governing laws and regulations, for hiring employees or former employees of the
independent auditors.
|
|
3.4. |
Internal Controls.
|
|
(a) |
Internal Controls. Discuss with management, the Company’s internal auditor(s) (as applicable) and the independent auditors the integrity,
adequacy and effectiveness of the Company’s internal controls, whether prior recommendations concerning internal controls made by the independent auditors have been implemented by management, and the adequacy of any disclosures about changes
in internal control over financial reporting.
|
|
(b) |
Certification Process for Form 10-K and Form 10-Q. Review disclosures made to the Committee by the Company’s principal executive officer and
principal financial officer during their certification process for the Form 10-K and Form 10-Q concerning: (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (ii) any fraud, whether or not material, involving management or other employees who have a significant role in
the Company’s internal control over financial reporting; and (iii) any changes in internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal controls.
|
|
(c) |
Internal Controls Report. Review and discuss with management, the Company’s internal auditor(s) (as applicable), and the independent auditors the
Company’s internal controls report and the independent auditors’ attestation of the report prior to the filing of the Company’s annual report on Form 10-K.
|
|
3.5. |
Internal Audit
|
|
(a) |
Overseeing the Internal Audit Function. The Committee shall (i) review the appointment and performance of the head of internal audit, and make
recommendations to the Board and management regarding responsibilities, retention, or termination; (ii) review summaries of significant reports to management prepared by the internal auditor and management’s responses; and (iii) discuss with
management and the independent auditor the internal auditor’s responsibilities, activities, organizational structure, staffing, qualifications, and budget.
|
|
(b) |
Scope of Internal Audit Function. Review, evaluate and approve annually the internal audit plan, and review and discuss at least quarterly the
scope, execution and results thereof with the chief internal auditor.
|
|
(c) |
Monitoring of Internal Audit Function. Periodically review the internal audit function’s responsibilities, budget, activities, organizational
structure and qualifications of the personnel of the internal audit function.
|
|
(d) |
Internal Audit Reports. Review any other significant reports, results and findings by internal audit.
|
|
3.6. |
Legal, Regulatory and Ethical Compliance.
|
|
(a) |
Compliance with Laws. Obtain reports from management, the Company’s internal auditor(s) (as applicable), legal counsel, and/or the independent
auditors, as determined appropriate, concerning whether the Company and its subsidiaries are in compliance with governmental laws, rules and regulations and whether there are any legal or regulatory compliance matters that could have a
material impact on the Company’s financial statements.
|
|
(b) |
“Related Person” Transactions. Review and approve any transactions with “related persons” (including all transactions required to be disclosed by
Item 404 of Regulation S-K promulgated by the SEC) in accordance with the Related Person Transaction Policy adopted by the Board. Review on a quarterly basis all payments made by the Company to its sponsor, JTJT Partners LLC, or its officers
or directors or any of their respective affiliates.
|
|
(c) |
Code of Conduct and Ethics. Oversee and review the Company’s system to monitor compliance with the Company’s Code of Conduct and Ethics, and meet
periodically with the Company’s Chief Financial Officer to discuss compliance with such Code. Approve in advance any waivers of compliance with the Code of Conduct and Ethics for directors and executive officers as required by the rules of
the SEC and Nasdaq.
|
|
(d) |
Fraud, Illegal Acts or Accounting Irregularities. Review the results of any investigation and follow-up (including any disciplinary action) with
respect to any fraud or illegal acts or accounting irregularities of senior management and any fraud or illegal acts or accounting irregularities that causes a material misstatement of the financial statements.
|
|
(e) |
Complaints. Establish and oversee procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
|
|
3.7. |
General.
|
|
(a) |
SEC Report. Prepare the annual report required by SEC rules to be included in the Company’s annual proxy statement.
|
|
(b) |
Review of Charter. On an annual basis, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for
approval.
|
|
(c) |
Self-Evaluation. On an annual basis, evaluate the performance of the Committee based on the process developed and approved by the Board. The
results of the annual self-evaluation shall be reported to the Board.
|
|
(d) |
Executive Sessions. At the Committee’s discretion, meet periodically with the independent auditors, the chief financial officer and/or any other
members of management in separate executive sessions to discuss any matters the Committee or any of the foregoing persons believe should be discussed privately or warrant Committee attention.
|
|
(e) |
Effective and Open Communications. Endeavor to maintain effective working relationships with, and provide a free and open channel of
communication to, members of the Committee, management, the Company’s internal auditor(s) (as applicable), the Board and the independent auditors.
|
|
(f) |
Other Actions. Perform any other activities consistent with this Charter and the Company’s Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws as in effect from time to time as the Committee or the Board deems necessary or appropriate. The Committee may from time to time seek input from the Board on any of the foregoing matters as it may determine to be
appropriate.
|
|
3.8. |
Limitation on Duties. While the Committee has the duties, responsibilities and authority set forth in this Charter, nothing contained herein
shall be deemed to impose on the Committee any duty, in the ordinary course, to plan or conduct audits or to make any determination that the Company’s financial statements are accurate and in accordance with GAAP and applicable laws and
regulations. Such duties are the responsibility of management, the Company’s internal auditor(s) (as applicable), and the independent auditors. Each member of the Committee shall be entitled to rely on (a) the integrity of those persons
within the Company and of the professionals and experts (such as the independent auditors) from which it receives information, (b) the accuracy of the financial and other information provided to the Committee by such persons, professionals or
experts absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (c) representations made by management, the Company’s internal auditor(s) (as applicable), or the independent auditors.
|
4. |
Organization and Operations.
|
|
4.1. |
Meetings. The Committee will meet with such frequency, and at such times as its Chairperson, or a majority of the Committee, determines, but not
less than quarterly each year. Such meetings, at the Committee’s discretion, may be in person, by telephone or by unanimous written consent. A special meeting of the Committee may be called by the Chairperson and will be called promptly upon
the request of any two Committee members. The Committee shall have meetings, at least quarterly, with the independent auditors, management and the Company’s internal auditor(s) (as applicable). The agenda of each meeting will be prepared by
the Chairperson (in consultation with the appropriate members of the Committee and management) and circulated to each member prior to the meeting date. Unless the Committee or the Board adopts other procedures, the provisions of the Company’s
Amended and Restated Bylaws, as in effect from time to time and as applicable to meetings of the Board, will govern meetings of the Committee. A quorum for any meeting of the Committee shall be a majority of the members of the Committee.
|
|
4.2. |
Minutes and Reports. Minutes of each meeting will be kept with the regular corporate records. The Committee will periodically report to the Board
its findings and actions. In connection therewith, the Committee should review with the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or
regulatory requirements, the performance and objectivity of the Company’s internal audit function (as applicable) and the performance and independence of the Company’s independent auditors.
|
|
4.3. |
Subcommittees. The Committee has the power to appoint subcommittees, each of which may have (as determined by the Committee) the full power and
authority of the Committee; provided, however, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
Each such subcommittee shall consist of at least two members of the Committee.
|
|
4.4. |
Voting. Each Committee member shall have one vote and actions at meetings are approved by a majority of the members present.
|
5. |
Experts; Funding; Cooperation.
|
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5.1. |
Retention of Outside Advisors. The Committee has the power, in its sole discretion, to retain at the Company’s expense such legal counsel and
other advisors and experts as it deems necessary or appropriate to carry out its duties.
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5.2. |
Funding. The Company shall provide the Committee with the appropriate funding, as determined by the Committee, for payment of compensation to the
independent auditors for the purpose of rendering or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors retained by the Committee and for ordinary administrative expenses
of the Committee that are necessary or appropriate in carrying out its duties.
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5.3. |
Investigations. The Committee has the authority to conduct any investigation it deems necessary or appropriate to fulfilling its duties.
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5.4. |
Participation of Employees and Outside Experts. The Committee shall have unrestricted access to the independent auditors, internal auditor(s) (as
applicable), internal and outside counsel, and anyone else in the Company, and may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with
any members of, or consultants or advisors to, the Committee.
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compensating the Company’s executive officers and making recommendations to the Board with respect to the compensation of non-employee members of the Board;
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overseeing the Company’s overall compensation structure, policies, programs and arrangements; and
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taking such other actions relating to the compensation and benefit structure of the Company as the Committee deems necessary or appropriate.
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4. |
Other Responsibilities.
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5. |
Organization and Operations.
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6. |
Reliance; Experts; Cooperation.
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