Exhibit 99.1
SPORTS ENTERTAINMENT ACQUISITION CORP.
PRO FORMA BALANCE SHEET
| | Actual as of October 6, 2020 | | | Pro Forma Adjustments | | | | As Adjusted as of October 6, 2020 | |
| | | | | (unaudited) | | | | (unaudited) | |
ASSETS | | | | | | | | | | |
Current Assets | | | | | | | | | | |
Cash | | $ | 2,006,531 | | | $ | — | | | | $ | 2,006,531 | |
Total Current Assets | | | 2,006,531 | | | | — | | | | | 2,006,531 | |
| | | | | | | | | | | | | |
Cash held in Trust Account | | | 400,000,000 | | | | 50,000,000 | | (a) | | | 450,000,000 | |
| | | | | | | (1,000,000 | ) | (b) | | | | |
| | | | | | | 1,000,000 | | (d) | | | | |
Total Assets | | $ | 402,006,531 | | | $ | 50,000,000 | | | | $ | 452,006,531 | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accrued expenses | | $ | 1,000 | | | $ | — | | | | $ | 1,000 | |
Accrued offering costs | | | 425,035 | | | | — | | | | | 425,035 | |
Promissory note – related party | | | 125,000 | | | | — | | | | | 125,000 | |
Total Current Liabilities | | | 551,035 | | | | — | | | | | 551,035 | |
| | | | | | | | | | | | | |
Deferred underwriting fee payable | | | 14,000,000 | | | | 1,750,000 | | (c) | | | 15,750,000 | |
Total Liabilities | | | 14,551,035 | | | | 1,750,000 | | | | | 16,301,035 | |
| | | | | | | | | | | | | |
Commitments and Contingencies | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, subject to possible redemption, 38,245,549 and 43,070,549 shares as of October 6, 2020 and as adjusted as of October 6, 2020, respectively, at $10.00 per share | | | 382,455,490 | | | | 48,250,000 | | (f) | | | 430,705,490 | |
| | | | | | | | | | | | | |
Stockholders’ 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; 1,754,451 and 1,929,451 shares as of October 6, 2020 and as adjusted as of October 6, 2020, respectively, issued and outstanding (excluding 38,245,549 and 43,070,549 shares, respectively, subject to possible redemption) | | | 175 | | | | 500 | | (a) | | | 193 | |
| | | | | | | (482 | ) | (f) | | | | |
| | | | | | | | | | | | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 11,500,000 shares and 11,250,000 shares as of October 6, 2020 and as adjusted as of October 6, 2020, respectively, issued and outstanding | | | 1,150 | | | | (25 | ) | (e) | | | 1,125 | |
| | | | | | | | | | | | | |
Additional paid-in capital | | | 4,999,681 | | | | 49,999,500 | | (a) | | | 4,999,688 | |
| | | | | | | (1,000,000 | ) | (b) | | | | |
| | | | | | | (1,750,000 | ) | (c) | | | | |
| | | | | | | 1,000,000 | | (d) | | | | |
| | | | | | | (48,249,518 | ) | (f) | | | | |
| | | | | | | 25 | | (e) | | | | |
| | | | | | | | | | | | | |
Accumulated deficit | | | (1,000 | ) | | | — | | | | | (1,000 | ) |
Total Stockholders’ Equity | | | 5,000,006 | | | | — | | | | | 5,000,006 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 402,006,531 | | | $ | 1,750,000 | | | | $ | 452,006,531 | |
See accompanying note to the pro forma balance sheet.
SPORTS ENTERTAINMENT ACQUISITION CORP.
NOTE TO PRO FORMA BALANCE SHEET
(unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Sports Entertainment Acquisition Corp. (the “Company”) as of October 6, 2020, adjusted for the partial closing of the underwriters’ over-allotment option and related transactions, which occurred on October 15, 2020, as described below.
On October 15, 2020, the Company consummated the closing of the sale of 5,000,000 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $50,000,000 to the Company. Each Unit consists of one share of the Company’s Class A common stock (the “Common Stock”) and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 1,000,000 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, to Sports Entertainment Acquisition Holdings LLC and an affiliate of PJT Partners LP, generating gross proceeds of $1,000,000. Transaction costs amounted to $2,750,000, consisting of $1,000,000 in cash underwriting fees and $1,750,000 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to partially exercise their over-allotment option, 250,000 Founder Shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:
| Pro forma entries: | | Debit | | | Credit | |
a. | Cash held in Trust Account | | | 50,000,000 | | | | |
| Class A common stock | | | | | | | 500 | |
| Additional paid-in capital | | | | | | | 49,999,500 | |
| To record sale of 5,000,000 Units on over-allotment option at $10.00 per Unit. | | | | | | | | |
| | | | | | | | | |
b. | Additional paid-in capital | | | 1,000,000 | | | | | |
| Cash held in Trust Account | | | | | | | 1,000,000 | |
| To record payment of 2.0% of cash underwriting fee on over-allotment option. | | | | | | | | |
| | | | | | | | | |
c. | Additional paid-in capital | | | 1,750,000 | | | | | |
| Deferred underwriting fee payable | | | | | | | 1,750,000 | |
| To record a liability for the 3.5% deferred underwriting fee on over-allotment option. | | | | | | | | |
| | | | | | | | | |
d. | Cash held in Trust Account | | | 1,000,000 | | | | | |
| Additional paid in capital | | | | | | | 1,000,000 | |
| To record sale of 1,000,000 over-allotment Private Placement Warrants at $1.00 per warrant. | | | | | | | | |
| | | | | | | | | |
e. | Class B common stock | | | 25 | | | | | |
| Additional paid in capital | | | | | | | 25 | |
| To record forfeiture of 250,000 Founder Shares. | | | | | | | | |
| | | | | | | | | |
f. | Class A common stock | | | 482 | | | | | |
| Additional paid-in capital | | | 48,249,518 | | | | | |
| Common Stock Subject to Redemption | | | | | | | 48,250,000 | |
| To reclassify Class A common stock out of permanent equity into mezzanine redeemable shares. | | | | | | | | |