As filed with the U.S. Securities and Exchange Commission on September 22, 2020
Registration No. 333-248798
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sports Entertainment Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | | | 6770 | | | 85-2324373 |
(State or other Jurisdiction of
Incorporation or Organization) | | | (Primary Standard Industrial
Classification Code Number) | | | (I.R.S. Employer
Identification Number) |
Golden Bear Plaza 11760 US Highway 1, Suite W506
North Palm Beach, FL 33408
Telephone: (561) 402-0741
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Eric Grubman
Chief Financial Officer
Sports Entertainment Acquisition Corp.
Golden Bear Plaza 11760 US Highway 1, Suite W506
North Palm Beach, FL 33408
Telephone: (561) 402-0741
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Paul D. Tropp, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000 | | | Christian O. Nagler, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | | | Emerging growth company | | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 40,250,000 Units | | | $10.00 | | | $402,500,000 | | | $52,245 |
Shares of Class A common stock included as part of the units(3) | | | 40,250,000 Shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 20,125,000 Warrants | | | — | | | — | | | —(4) |
Total | | | | | | | | | $402,500,000 | | | $52,245(5) |
(1)
| Estimated solely for the purpose of calculating the registration fee. |
(2)
| Includes 5,250,000 units, consisting of 5,250,000 shares of Class A common stock and 2,625,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3)
| Pursuant to Rule 416, 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. |
(4)
| No fee pursuant to Rule 457(g). |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
