UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1417, 2022

Redbox Entertainment Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation )

001-39741
(Commission
File Number)

85-2157010
(IRS Employer
Identification No.)

1 Tower Lane, Suite 800

Oakbrook Terrace, Illinois 60181

(Address, including Zip Code, of Principal Executive Offices)

(630) 756-8000
Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RDBX	The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock	RDBXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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

Item 81.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

OnWarrant ~~June 3,~~Exercise 2022, Redbox Entertainment Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Post-Effective Amendment No.1 to Form S-1 with respect to registration statement no. 333-261428 (the “Post-Effective Amendment”) to maintain to the registration by the Company of (i) warrants to purchase 6,062,500 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), issuable upon the exercise of the warrants purchased by the Sponsor (as defined in the Post Effective Amendment) in a private placement simultaneously with the closing of the Company’s initial public offering (the “Private Placement Warrants”), (ii) warrants to purchase 10,781,250 shares of Class A common stock issuable upon the exercise of the redeemable warrants sold as part of the units in the Company’s initial public offering, (iii) up to 32,770,000 shares of Class A common stock underlying an equal number of shares of Class B common stock, par value $0.0001 per share (“Class B common stock”) and (iv) 60,203,489 shares of Class A common stock underlying the Private Placement Warrants, Public Warrants and Class B common stock.Agreement

On June 1317, 2022, Redbox Entertainment Inc., a Delaware corporation (the ~~Post-Effective~~“Company”) ~~Amendment~~entered ~~was~~into ~~declared~~a ~~effective by~~Warrant Exercise Letter Agreement (the ~~SEC.~~“Warrant ~~Use~~Exercise ofAgreement”) with ~~the~~Seaport ~~prospectus~~Global ~~included~~SPAC, ~~therein~~LLC, ~~may~~a beDelaware ~~resumed.~~limited liability company (“Seaport”), pursuant to which, Seaport and the Company agreed that:

Seaport will exercise, or cause its affiliate to exercise, an aggregate of 1,000,000 private placement warrants, which Seaport and certain of its affiliates purchased pursuant to that certain Private Placement Warrant Agreement, dated November 27, 2020 (the “Private Placement Warrants”), on a cash basis as soon as practicable, and in no event later than four (4) business days following the date of this report. The exercise price for each warrant is $11.50 per share. The Company will receive $11.5 million in cash from the exercise of the warrants by Seaport. The Company will not receive any proceeds from the sale of the shares underlying such warrants.

The Company will waive any applicable transfer restrictions set forth in any contract in existence as of the date of the Warrant Exercise Agreement to which the Company and Seaport are parties, including without limitation that certain Voting and Support Agreement dated as of April 15, 2022 and that certain Sponsor Lock-Up Agreement dated as of May 16, 2021, to the extent necessary to permit (i) the sale of the 1,005,197 Private Placement Warrants by Seaport to certain investors to whom Seaport previously transferred such Private Placement Warrants and the sale by such transferees of such Private Placement Warrants, and (ii) to permit the sale by Seaport and/or its affiliates of the 1,000,000 shares of Class A common stock of the Company to be received by Seaport upon the exercise of the Private Placement Warrants described in paragraph 1 above, provided, however, that such sale may not occur until one (1) business day following the date of this report.

The foregoing description of the Warrant Exercise Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Exercise Letter Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Further, the Company may consider and agree to release Seaport or other security holders of their transfer restrictions with respect to the common stock or warrants of the Company held by such security holders. Any such release could have an adverse impact on the trading price for such securities.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number		Description

2.1*		Warrant Exercise Letter Agreement by and between the Company and Seaport, dated June 17, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

Filed herewith

SIGNATURES

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

Date: June 13, 2022	REDBOX ENTERTAINMENT INC.
Date: June 17, 2022	REDBOX ENTERTAINMENT INC.
	By:	/s/ Frederick W. Stein
		Frederick W. Stein
		Chief Legal Officer and Secretary

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