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): November 1624, 2021 (November 1023, 2021)

SPORTS ENTERTAINMENT ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39583		85-2324373
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Golden Bear Plaza, 11760 US Highway, Suite W506 North Palm Beach, FL		33408
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 402-0741

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 (see General Instruction A.2. below):

☐	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
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	SEAH.U	New York Stock Exchange LLC
Class A common stock included as part of the units	SEAH	New York Stock Exchange LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SEAH WS	New York Stock Exchange LLC

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

Emerging growth company ☒

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

Item 14.0102 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

AsIn ~~previously~~connection ~~disclosed,~~with onthe ~~April~~preparation 26of its financial statements as of September 30, 2021, the management of Sports Entertainment Acquisition Corp. (the “Company”) ~~entered~~has ~~into a~~re-evaluated ~~Business~~the ~~Combination~~Company’s ~~Agreement~~application ~~(the~~of ~~“Business~~ASC ~~Combination~~480-10-S99-3A ~~Agreement”)~~to ~~with~~its ~~SGHC~~accounting ~~Limited,~~classification aof ~~non-cellular~~the ~~company~~redeemable ~~limited~~shares byof ~~shares~~Class ~~incorporated~~A ~~under~~common ~~the laws~~stock, ofpar ~~the~~value ~~Island~~$0.0001 ofper ~~Guernsey~~share (the “~~SGHC~~Public Shares”), ~~Super~~issued ~~Group~~as ~~(SGHC)~~part ~~Limited,~~of ~~a non-cellular company limited by shares incorporated under~~ the ~~laws~~units ofsold in the ~~Island~~Company’s ofinitial ~~Guernsey~~public offering (the “~~NewCo~~IPO”), ~~Super~~on ~~Group~~October ~~(SGHC) Merger Sub~~6, ~~Inc~~2020. Historically, a ~~Delaware~~portion ~~corporation~~of ~~and~~the ~~a wholly-owned~~Public ~~subsidiary~~Shares ofwas ~~NewCo~~classified ~~(“Merger~~as ~~Sub”~~permanent ~~and,~~equity ~~together~~to ~~with~~maintain ~~NewCo~~net tangible assets greater than $5,000,000 on the ~~Company~~basis ~~and~~that the Company’s ~~direct~~will consummate ~~and~~its ~~indirect~~initial ~~subsidiaries,~~business combination only if the ~~“Target~~Company ~~Companies”),~~has ~~and~~net ~~Sports~~tangible ~~Entertainment~~assets ~~Acquisition~~of ~~Holdings~~at ~~LLC~~least $5,000,001. aThe ~~Delaware~~Company’s ~~limited~~management ~~liability company~~has ~~(the~~determined ~~“Sponsor”).~~that ~~The~~the ~~Business~~Public ~~Combination~~Shares ~~Agreement~~include ~~provided,~~certain provisions that require classification of the ~~outside~~Public Shares ~~date~~as ~~for~~temporary ~~the~~equity ~~closing~~regardless of the ~~Business~~minimum ~~Combination~~net ~~was~~tangible ~~December~~assets ~~31,~~required ~~2021~~to complete the Company’s initial business combination.

On November 1623, 2021, the Company,’s ~~SGHC,~~management and ~~NewCo,~~the ~~Merger~~Audit ~~Sub~~Committee ~~and~~of the ~~Sponsor~~Company’s ~~entered~~board ~~into~~of andirectors ~~Amendment~~(the “Audit Committee”) concluded that it is appropriate to ~~Business~~restate ~~Combination~~the ~~Agreement~~Company’s previously issued audited balance sheet as of October 6, 2020 as previously restated in the Company’s Amendment No. 2 to the Annual Report on Form 10-K/A filed with the SEC on June 22, 2021 (the “~~Amendment~~FY2020 ~~Agreement~~Form 10K/A2”); ~~that~~the ~~expressly~~Company’s ~~amended~~audited financial statements as of December 31, 2020 and ~~modified~~for the ~~Business~~period ~~Combination~~from ~~Agreement~~July to30, ~~provide~~2020 ~~that~~(inception) through December 31, 2020 as previously restated in the ~~outside~~FY2020 ~~date~~Form ~~for~~10K/A2, the ~~closing~~Company’s unaudited quarterly financial statements as of and for the ~~Business~~three ~~Combination~~months isended March 31, ~~2022.~~2021 Inincluded in the ~~event~~Company’s ~~that~~quarterly ~~the~~report ~~Business~~on ~~Combination~~Form ~~shall not~~10-Q befiled ~~consummated~~with onthe orSEC ~~before~~on ~~March~~June 3125, ~~2022~~2021, ~~then~~the ~~either~~Company’s ~~SGHC~~quarterly orfinancial statements as of and for the three and six months ended June 30, 2021 included in the Company’s ~~may~~quarterly report ~~terminate~~on Form 10-Q filed with the ~~Business~~SEC ~~Combination~~on ~~Agreement~~August 16, ~~provided~~2021, ~~that~~and ~~such~~the ~~terminating~~Company’s ~~party~~quarterly isfinancial ~~not~~statements ~~otherwise~~as of and for the three and nine months ended September 30, 2021 included in ~~breach~~the ofCompany’s quarterly report on Form 10-Q filed with the SEC ~~Business~~on ~~Combination~~November ~~Agreement~~12, 2021 (the “Non-Reliance Affected Financial Statements”), in each case to report all Public Shares as temporary equity.

~~The~~Considering ~~foregoing~~such ~~summary~~restatement, of the ~~Amendment~~Non-Reliance ~~Agreement~~Affected ~~does~~Financial ~~not~~Statements ~~purport~~should tono longer be ~~complete~~relied ~~and~~upon. isAs ~~qualified~~such, inthe Company will restate its financial ~~entirety~~statements for the periods affected by ~~reference~~the toNon-Reliance Affected Financial Statements in and for the ~~actual~~ ~~Amendment~~periods ~~Agreement~~affected ~~which~~by isthe ~~filed~~Non-Reliance ~~with~~Affected ~~this~~Financial ~~Current~~Statements in an Amendment No. 3 to the Annual Report on Form 810-K/A asfor ~~Exhibit~~the period ~~2.1~~from July 30,2020 through December 31, 2020 (the “FY2020 Form 10-K/A3”) and isan ~~incorporated~~amended ~~herein~~Quarterly byReport ~~reference~~on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q/A”), as described therein.

~~Item~~The ~~3.01~~Company’s ~~Notice~~management has concluded that in light of ~~Delisting~~the orclassification ~~Failure~~error todescribed ~~Satisfy~~above, a ~~Continued~~material ~~Listing~~weakness ~~Rule~~exists orin ~~Standard;~~the ~~Transfer~~Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of ~~Listing~~September 30, 2021, for the periods covered by the Non-Reliance Affected Financial Statements. The Company’s remediation plan with respect to such material weakness will be described in more detail in the FY2020 Form 10-K/A3 and Q3 Form 10-Q/A.

OnThe ~~November~~above ~~10,~~changes ~~2021,~~will ~~the~~not Company received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company was deficient in meeting the requirements of Section 303A.07(a) of the Listed Company Manual, which required the Company to have ~~three~~any ~~independent~~impact ~~members of its board of directors~~ on the ~~audit committee within one year from the closing of the~~ Company’s ~~initial~~cash ~~public~~position ~~offering.~~and ~~The~~cash ~~notice~~held ~~from~~in the ~~NYSE~~trust ~~stated~~account ~~that,~~established ~~unless~~in ~~the~~connection ~~Company~~with ~~cures this deficiency by November 17, 2021,~~ the ~~Company will be deemed noncompliant~~IPO.

~~Given~~The ~~the~~Company’s ~~time~~management and ~~focus dedicated to consummating~~ the ~~previously~~Audit ~~announce~~Committee ~~business~~have ~~combination~~discussed ~~with SGHC Limited, which is expected to occur by~~ the ~~first~~matters ~~quarter~~disclosed ofin ~~2022,~~this atCurrent ~~which~~Report ~~point the Company will cease being a listed company~~ on ~~the~~Form ~~NYSE,~~8-K ~~the~~pursuant ~~Company does not currently plan~~ to ~~appoint~~this ~~a third independent audit committee member. In the event~~Item ~~that the previously announced business combination agreement between the Company, SGHC Limited, Super Group~~ 4.02(~~SGHC~~a) ~~Limited,~~with ~~Super Group (SGHC) Merger Sub~~WithumSmith+Brown, ~~Inc. and Sports Entertainment Acquisition Holdings LLC is terminated and the proposed business combination does not close~~PC, the Company’s ~~will promptly appoint a third~~ independent ~~member~~registered ofpublic ~~its~~accounting ~~audit committee in order to regain compliance under Section 303A~~firm.~~07(a).~~

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
2.1	Amendment to Business Combination Agreement, dated as of November 16, 2021, by and among (i) the Company, (ii) SGHC, (iii) NewCo, and (iv) the Sponsor

SIGNATURE

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

Dated: November 16, 2021

Dated: November 24, 2021

	SPORTS ENTERTAINMENT ACQUISITION CORP.

	By:	/s/ Eric Grubman
	Name:	Eric Grubman
	Title:	Chief Financial Officer

SPORTS ENTERTAINMENT ACQUISITION CORP. By: /s/ Eric Grubman Name: Eric Grubman Title: Chief Financial Officer

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