~~Table~~falseFY0001815184--12-31P10D56177500000-0000000 0001815184 2021-01-01 of2021-12-31 0001815184 2021-12-31 0001815184 2020-12-31 0001815184 2020-06-10 ~~Contents~~2020-12-31 0001815184 2020-08-19 0001815184 2020-06-10 0001815184 2021-06-30 0001815184 2021-10-13 0001815184 2021-10-13 2021-10-13 0001815184 2020-06-09 0001815184 us-gaap:CommonClassBMember 2021-12-31 0001815184 us-gaap:CommonClassAMember 2021-12-31 0001815184 us-gaap:PrivatePlacementMember 2021-12-31 0001815184 rbac:PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember 2021-12-31 0001815184 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-12-31 0001815184 us-gaap:IPOMember 2021-12-31 0001815184 us-gaap:PreferredStockMember 2021-12-31 0001815184 rbac:SponsorMember 2021-12-31 0001815184 us-gaap:OtherCurrentLiabilitiesMember 2021-12-31 0001815184 rbac:PublicWarrantsMember 2021-12-31 0001815184 rbac:ShareIssuePriceOneMember 2021-12-31 0001815184 rbac:ShareIssuePriceTwoMember 2021-12-31 0001815184 rbac:DerivativeWarrantLiabilitiesMember rbac:PublicWarrantsMemberMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001815184 us-gaap:FairValueInputsLevel3Member rbac:PrivateWarrantsMemberMember rbac:DerivativeWarrantLiabilitiesMember 2021-12-31 0001815184 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001815184 us-gaap:USTreasurySecuritiesMember 2021-12-31 0001815184 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001815184 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001815184 rbac:MeasurementInputTimetoMAndAMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001815184 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001815184 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2021-12-31 0001815184 us-gaap:WarrantMember 2021-12-31 0001815184 us-gaap:CommonClassBMember 2020-12-31 0001815184 us-gaap:CommonClassAMember 2020-12-31 0001815184 us-gaap:PrivatePlacementMember 2020-12-31 0001815184 us-gaap:PreferredStockMember 2020-12-31 0001815184 rbac:SponsorMember 2020-12-31 0001815184 us-gaap:OtherCurrentLiabilitiesMember 2020-12-31 0001815184 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2020-12-31 0001815184 rbac:DerivativeWarrantLiabilitiesMember us-gaap:FairValueInputsLevel1Member rbac:PublicWarrantsMemberMember 2020-12-31 0001815184 rbac:PrivateWarrantsMemberMember us-gaap:FairValueInputsLevel3Member rbac:DerivativeWarrantLiabilitiesMember 2020-12-31 0001815184 us-gaap:USTreasurySecuritiesMember 2020-12-31 0001815184 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2020-12-31 0001815184 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember srt:MinimumMember 2020-12-31 0001815184 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001815184 us-gaap:FairValueInputsLevel3Member rbac:MeasurementInputTimetoMAndAMember 2020-12-31 0001815184 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001815184 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001815184 us-gaap:AdditionalPaidInCapitalMember 2020-06-10 2020-12-31 0001815184 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2020-06-10 2020-12-31 0001815184 us-gaap:RetainedEarningsMember 2020-06-10 2020-12-31 0001815184 us-gaap:PrivatePlacementMember 2020-06-10 2020-12-31 0001815184 us-gaap:CommonClassAMember 2020-06-10 2020-12-31 0001815184 us-gaap:IPOMember 2020-06-10 2020-12-31 0001815184 us-gaap:CommonClassBMember 2020-06-10 2020-12-31 0001815184 us-gaap:AccountsPayableMember 2020-06-10 2020-12-31 0001815184 us-gaap:FairValueInputsLevel3Member rbac:WarrantsMember 2020-06-10 2020-12-31 0001815184 us-gaap:WarrantMember 2020-06-10 2020-12-31 0001815184 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001815184 rbac:ClassACommonStockAndWarrantsMember 2021-01-01 2021-12-31 0001815184 us-gaap:WarrantMember 2021-01-01 2021-12-31 0001815184 us-gaap:AccountsPayableMember 2021-01-01 2021-12-31 0001815184 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001815184 us-gaap:CommonClassBMember 2021-01-01 2021-12-31 0001815184 us-gaap:PrivatePlacementMember 2021-01-01 2021-12-31 0001815184 rbac:WarrantsMember us-gaap:FairValueInputsLevel3Member 2021-01-01 2021-12-31 0001815184 us-gaap:OverAllotmentOptionMember 2020-08-17 2020-08-17 0001815184 us-gaap:IPOMember 2020-08-17 2020-08-17 0001815184 rbac:UnderwritingAgreementMember 2020-08-17 2020-08-17 0001815184 rbac:ForwardPurchaseAgreementsMember us-gaap:PrivatePlacementMember 2020-08-17 2020-08-17 0001815184 us-gaap:IPOMember 2020-08-17 0001815184 us-gaap:CommonClassAMember 2020-08-17 0001815184 us-gaap:PrivatePlacementMember rbac:ForwardPurchaseAgreementsMember 2020-08-17 0001815184 us-gaap:CommonClassBMember 2020-06-10 2020-06-10 0001815184 us-gaap:CommonClassAMember 2020-06-10 0001815184 rbac:RedballClassaOrdinarySharesMember 2021-10-13 2021-10-13 0001815184 rbac:NewSeatgeekCommonStockMember 2021-10-13 2021-10-13 0001815184 rbac:NewSeatgeekWarrantMember 2021-10-13 2021-10-13 0001815184 rbac:FirstEffectiveTimeMember 2021-10-13 2021-10-13 0001815184 rbac:RbacSponsorMember rbac:BackstopSubscriptionAgreementMember rbac:NewSeatgeekCommonStockMember 2021-10-13 2021-10-13 0001815184 rbac:NewSeatgeekCommonStockMember rbac:BackstopSubscriptionAgreementMember 2021-10-13 2021-10-13 0001815184 rbac:PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember 2021-10-13 0001815184 rbac:RedballClassaOrdinarySharesMember 2021-10-13 0001815184 rbac:NewSeatgeekCommonStockMember 2021-10-13 0001815184 rbac:RedballClasssBOrdinarySharesMember 2021-10-13 0001815184 rbac:FirstEffectiveTimeMember 2021-10-13 0001815184 us-gaap:PrivatePlacementMember 2021-10-13 0001815184 rbac:RbacSponsorMember rbac:BackstopSubscriptionAgreementMember rbac:NewSeatgeekCommonStockMember 2021-10-13 0001815184 us-gaap:CommonClassAMember 2022-02-18 0001815184 us-gaap:CommonClassBMember 2022-02-18 0001815184 rbac:SponsorMember 2022-02-23 0001815184 us-gaap:RetainedEarningsMember 2020-06-09 0001815184 us-gaap:AdditionalPaidInCapitalMember 2020-06-09 0001815184 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2020-06-09 0001815184 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2020-06-09 0001815184 us-gaap:RetainedEarningsMember 2020-12-31 0001815184 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001815184 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2020-12-31 0001815184 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001815184 rbac:WarrantsMember us-gaap:FairValueInputsLevel3Member 2020-06-09 0001815184 rbac:WarrantsMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001815184 us-gaap:RetainedEarningsMember 2021-12-31 0001815184 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001815184 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001815184 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001815184 us-gaap:FairValueInputsLevel3Member rbac:WarrantsMember 2021-12-31 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Year iso4217:USD xbrli:shares utr:Y

~~UNITED~~Table ~~STATES~~of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-K~~D.C. 20549

FORM

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~10-K

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31,~~SECTION ~~2020~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 31, 2021

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~FOR~~☐ ~~THE~~ TRANSITION ~~PERIOD~~REPORT ~~FROM~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

~~COMMISSION FILE NUMBER~~ 001-39440

~~REDBALL~~RedBall ~~ACQUISITION~~Acquisition ~~CORP~~Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)
667 Madison Avenue, 16th Floor
New York, New York		10065
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

~~Registrant’s telephone number, including area code: (212)~~ 235-1000

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

Title of each class	~~Trading Symbols~~TradingSymbols	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one redeemable warrant	RBAC.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	RBAC	New York Stock Exchange
Redeemable warrants, each warrant exercisable for one-third of one whole Class A ordinary share at an exercise price of $11.50 per share	RBAC WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation~~ S-T ~~during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). Yes ☒ No ☐~~

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a~~ non-accelerated filer, a 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 Exchange Act.

filer, a 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

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~2

of the Exchange Act.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~ ☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness of~~new ~~its~~or ~~internal~~revised ~~control~~financial ~~over~~accounting ~~financial~~standards ~~reporting~~provided ~~under~~pursuant to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~Yes~~ ~~☒ No~~ ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

The registrant was not a public company at June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, and therefore it cannot calculate the aggregate market value of its voting and non12b-voting common equity held by non-affiliates at such date. The registrant’s units began trading on the Nasdaq Stock Market on August 13, 2020 and the registrant’s Class A ordinary shares began separate trading on the New York Stock Exchange on October 5, 2020. The aggregate market value of the registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at December 31, 2020, computed by reference to the closing price for the Class A ordinary shares on such date, as reported on the New York Stock Exchange, was $626,175,000. 2

of the Act). Yes ☒ No ☐

AsAt ~~of March 15~~June 30, 2021, the ~~Registrant~~last ~~had~~business 57day of the registrant’s most recently completed second fiscal quarter,~~500,000~~ the aggregate market value of ~~its~~the registrant’s Class A ordinary shares outstanding, ~~$0.0001~~other ~~par~~than ~~value~~shares ~~per~~held ~~share~~by persons who may be deemed affiliates of the registrant, ~~and~~at 14June 30,~~375~~ 2021,~~000~~ ofcomputed ~~its~~ by reference to the closing price for the Class BA ordinary shares on such date, ~~$0.0001~~as ~~par~~reported ~~value~~on ~~per~~the ~~share~~New York Stock Exchange, ~~outstanding~~was $561,775,000.

As of February

~~DOCUMENTS INCORPORATED BY REFERENCE~~ 18

, 2022, the Registrant had 57,500,000 of its Class A ordinary shares, $0.0001 par value per share, and 14,375,000 of its Class B ordinary shares, $0.0001 par value per share, outstanding.

~~None.~~DOCUMENTS INCORPORATED BY REFERENCE

~~Table~~None. ~~of Contents~~

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii
PART I			1
ITEM 1. BUSINESS			1
ITEM 1A. RISK FACTORS			18
ITEM IB. UNRESOLVED STAFF COMMENTS			49
ITEM 2. PROPERTIES			49
ITEM 3. LEGAL PROCEEDINGS			49
ITEM 4. MINE SAFETY DISCLOSURES			49
PART II			50
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			50
ITEM 6. SELECTED FINANCIAL DATA			50
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			50
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			55
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			55
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			55
ITEM 9A. CONTROLS AND PROCEDURES			56
ITEM 9B. OTHER INFORMATION			56
PART III			57
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			57
ITEM 11. EXECUTIVE COMPENSATION			68
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			69
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			71
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			73
PART IV			73
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			73
SIGNATURES

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii

PART I			1

ITEM 1. BUSINESS			1

ITEM 1A. RISK FACTORS			21

ITEM IB. UNRESOLVED STAFF COMMENTS			60

ITEM 2. PROPERTIES			60

ITEM 3. LEGAL PROCEEDINGS			60

ITEM 4. MINE SAFETY DISCLOSURES			60

PART II			60

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			60

ITEM 6. SELECTED FINANCIAL DATA			61

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			61

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			67

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			67

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			67

ITEM 9A. CONTROLS AND PROCEDURES			67

ITEM 9B. OTHER INFORMATION			69

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS			69

PART III			69

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			69

ITEM 11. EXECUTIVE COMPENSATION			79

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			80

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.			81

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			84

PART IV			85

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			85

SIGNATURES

~~Table~~i ~~of Contents~~

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~ Contents

~~Some~~CAUTIONARY ofNOTE ~~the~~REGARDING ~~statements contained in this Annual Report on Form 10~~FORWARD-KLOOKING ~~(or~~STATEMENTS this “report”) may constitute “forward looking statements” for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form 10-K may include, for example, statements about:

Some of the statements contained in this Annual Report on Form

~~• our ability to select an appropriate target business or businesses;~~10-K

(or this “report”) may constitute “forward looking statements” for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form

~~• our ability to complete our initial business combination;~~10-K

may include, for example, statements about:

• our ~~expectations~~ability ~~around~~to ~~the~~select ~~performance~~an ofappropriate ~~the prospective~~ target business or businesses;

• our ~~success~~ability into ~~retaining~~complete ~~or recruiting, or changes required in,~~ our ~~officers, key employees or directors following our~~ initial business combination;

• our ~~officers~~expectations ~~and~~around ~~directors~~the ~~allocating~~performance ~~their time to other businesses and potentially having conflicts~~ of ~~interest~~the ~~with~~prospective ~~our~~target business or ~~in approving our initial business combination~~businesses;

• our ~~potential~~success ~~ability~~in toretaining ~~obtain~~or ~~additional~~recruiting, ~~financing~~or tochanges ~~complete~~required in, our officers, key employees or directors following our initial business combination;

• our ~~pool~~officers ofand ~~prospective~~directors ~~target~~allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

• ~~the~~our potential ability ofto ~~our~~obtain ~~officers~~additional ~~and~~financing ~~directors~~ to ~~generate~~complete aour ~~number~~initial ofbusiness ~~potential investment opportunities~~combination;

• our ~~public~~pool ~~securities’~~of ~~potential~~prospective ~~liquidity~~target ~~and trading~~businesses;

• the ~~lack~~ability of our officers and directors to generate a ~~market~~number ~~for~~of ~~our~~potential ~~securities~~investment opportunities;

• ~~the~~our ~~use~~public ofsecurities’ ~~proceeds~~potential ~~not~~liquidity ~~held~~and ~~in the trust account (as defined below) or available to us from interest income on the trust account balance~~trading;

• the ~~proceeds~~lack of ~~from~~a ~~the~~market ~~sale~~for ofour ~~the forward purchase shares (as defined below) not being available to us~~securities;

• the use of proceeds not held in the trust account ~~not~~(as ~~being~~defined ~~subject~~below) or available to ~~claims~~us offrom ~~third~~interest ~~parties;~~income oron the trust account balance;

• ~~our~~the ~~financial~~proceeds ~~performance.~~of from the sale of the forward purchase shares (as defined below) not being available to us;

~~The~~• ~~forward-looking~~the ~~statements~~trust ~~contained~~account in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not ~~limited~~being ~~to,~~subject those factors described under the heading “Risk Factors” in this Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to ~~update~~claims ~~or revise any forward-looking statements, whether as a result~~ of ~~new~~third ~~information,~~parties; ~~future events~~ or ~~otherwise, except as may be required under applicable securities laws.~~

ii• our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report on Form

~~Table of Contents~~10-K.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~PART~~ii I

~~References~~Table in this report to “we,” “us” or the “company” refer to RedBall Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to RedBall SponsorCo LP, a Cayman Islands exempted limited partnership. References to our “initial shareholders” refer to the holders of our Class B ordinary shares (the “founder shares”). References to “RedBird” refer to RedBird Capital Partners LLC and its affiliates. References to our “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market), and references to our “public shareholders” are to holders of our public shares. References to our “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares. Contents

~~ITEM~~PART 1.I ~~BUSINESS.~~

~~Introduction~~References in this report to “we,” “us,” “RedBall” or the “company” refer to RedBall Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to RedBall SponsorCo LP, a Cayman Islands exempted limited partnership. References to our “initial shareholders” refer to the holders of our Class B ordinary shares (the “founder shares”). References to “RedBird” refer to RedBird Capital Partners LLC and its affiliates. References to our “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market), and references to our “public shareholders” are to holders of our public shares. References to our “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares.

~~We are a blank check company incorporated on June~~ITEM 10, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses1. ~~We have neither engaged in any operations nor generated any revenue to date~~BUSINESS.

~~While~~Introduction we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement our management team’s expertise and will benefit from our strategic and hands-on operational leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our management team represents a unique combination of operating, investing, financial and transactional experience. This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies that our management team has led, managed and/or invested in.

OnWe ~~August 17,~~are ~~2020, we consummated our initial public offering (the “initial public offering”) of 57,500,000 units, including the issuance of 7,500,000 units as~~ a ~~result~~blank ofcheck ~~the~~company ~~underwriters’~~incorporated exercise of their over-allotment option in full. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to an adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $575,000,000. Prior to the consummation of the initial public offering, on June 10, 2020, ~~the~~as ~~sponsor~~a ~~received~~Cayman ~~14,375,000~~Islands ~~founder~~exempted ~~shares~~company ~~in exchange~~ for athe ~~capital~~purpose ~~contribution~~ of ~~$25,000.~~effecting Ina ~~July 2020~~merger, ~~the~~share ~~sponsor transferred 30~~exchange,~~000~~ ~~founder~~asset ~~shares to each of the company’s independent directors~~acquisition, ~~and 30,000~~share ~~shares to Rice~~purchase, ~~Hadley,~~reorganization ~~Gates &~~or ~~Manuel~~similar ~~LLC~~business ~~(“RHGM”),~~combination ~~for~~with ~~the~~one ~~same~~or ~~per-share~~more ~~price initially paid by the sponsor~~businesses. InWe ~~connection~~have ~~with~~neither ~~the~~engaged ~~underwriters’~~in ~~exercise~~any ofoperations ~~their over-allotment~~nor ~~option~~generated inany ~~full~~revenue ~~prior~~ to ~~the closing of the initial public offering, on August 17, 2020, no founder shares were forfeited~~date.

While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on businesses in the sports, media and data analytics sectors, with a focus on professional sports franchises, which complement our management team’s expertise and will benefit from our strategic and

Simultaneously with the consummation of the initial public offering, we consummated the private sale of an aggregate of 9,566,667 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, to the sponsor at the time of the initial public offering at a price of $1.50 per warrant, generating gross proceeds, before expenses, of approximately $14,350,000 (the “private placement”). The warrants sold in the private placement, or the private placement warrants, are identical to the warrants included in the units sold in the initial public offering (the “public warrants” and, together with the private placement warrants, the “warrants”), except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by the company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the company completes its initial business combination, (iii) they may be exercised by the holders hands-on ~~a cashless basis and (iv) they will be entitled to registration rights.~~

operational leadership. We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Our management team represents a unique combination of operating, investing, financial and transactional experience. This group has a strong track record of creating value for shareholders in multiple sports, media and data analytics companies that our management team has led, managed and/or invested in.

On August 17, 2020, we consummated our initial public offering (the “initial public offering” or “IPO”) of 57,500,000 units, including the issuance of 7,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one Class A ordinary share and

1 one-third

of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to an adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $575,000,000. Prior to the consummation of the initial public offering, on June 10, 2020, the sponsor received 14,375,000 founder shares in exchange for a capital contribution of $25,000. In July 2020, the sponsor transferred 30,000 founder shares to each of the company’s independent directors, and 30,000 shares to Rice, Hadley, Gates & Manuel LLC (“RHGM”), for the same

~~Table of Contents~~per-share

price initially paid by the sponsor. In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the initial public offering, on August 17, 2020, no founder shares were forfeited.

~~Upon~~Simultaneously with the ~~closing~~consummation of the initial public offering ~~and the private placement~~, ~~$575,000,000~~we ~~was placed~~consummated ~~in a trust account with Continental Stock Transfer & Trust Company acting as trustee (~~the ~~“trust~~private ~~account”).~~sale ~~Except~~of ~~with~~an ~~respect~~aggregate toof ~~interest earned on the funds held in the trust account that may be released to the company to pay its taxes~~9,566,667 ~~if any~~warrants, ~~the~~each ~~funds~~exercisable ~~held~~to inpurchase ~~the~~one ~~trust~~Class A ~~account~~ordinary ~~will~~share ~~not~~at be$11.50 ~~released~~per ~~from~~share, ~~the~~to ~~trust account until~~ the ~~earliest~~sponsor ofat ~~(i)~~ the ~~completion~~time of the ~~company’s~~ initial ~~business combination, (ii) the redemption of our~~ public ~~shares if~~offering weat ~~are~~a ~~unable~~price toof ~~complete~~$1.50 ~~our~~per ~~initial~~warrant, ~~business~~generating ~~combination~~gross ~~within~~proceeds, 24before ~~months~~expenses, of ~~the~~approximately ~~closing~~$14,350,000 ~~of the initial public offering~~ (the “~~completion~~private ~~window~~placement”),. ~~subject~~The towarrants ~~applicable~~sold ~~law,~~in ~~or (iii)~~ the ~~redemption~~private ofplacement, ~~the~~or ~~company’s public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association to modify~~ the ~~substance~~private orplacement ~~timing~~warrants, ofare ~~the~~identical ~~company’s obligation~~ to ~~provide for~~ the ~~redemption~~warrants ofincluded ~~its public shares~~ in ~~connection with an initial business combination or to redeem 100% of~~ the ~~public~~units ~~shares~~sold ifin the ~~company has not consummated an~~ initial ~~business~~public ~~combination~~offering ~~within~~ (the ~~completion~~“public ~~window.~~warrants” ~~The~~and, ~~proceeds~~together ~~held in the trust account will be invested only in U.S. government treasury obligations~~ with ~~a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~private ~~Company~~placement ~~Act of 1940~~warrants, ~~as amended (~~the ~~“Investment~~ ~~Company Act~~“warrants”), ~~which~~except ~~invest~~that, ~~only~~so inlong ~~direct~~as ~~U.S.~~they ~~government~~are ~~treasury~~held ~~obligations.~~by ~~The~~their ~~proceeds~~initial ~~deposited~~purchasers inor ~~the~~their ~~trust~~permitted ~~account~~transferees, ~~could~~(i) they ~~become~~will ~~subject~~not tobe ~~the~~redeemable ~~claims~~by of the company~~’s creditors~~, if(ii) they ~~any, which could have priority over the claims of its public stockholders. After the payment of underwriting discounts and commissions~~ (~~excluding~~including the ~~deferred~~Class A ~~portion~~ordinary ofshares ~~$20,125,000~~issuable ~~in underwriting discounts and commissions, which amount will be payable~~ upon ~~consummation~~exercise of ~~our initial~~these ~~business combination if consummated~~warrants) ~~and~~may ~~approximately $752~~not,~~000~~ insubject ~~expenses relating~~ to ~~the~~certain ~~initial~~limited ~~public offering~~exceptions, ~~approximately~~be $2transferred,~~170,000~~ ofassigned ~~the~~or ~~net~~sold ~~proceeds~~until of30 ~~the~~days ~~initial~~after ~~public~~the ~~offering~~company ~~and~~completes ~~private~~its ~~placement~~initial ~~was~~business ~~not~~combination, ~~deposited~~(iii) they ~~into~~may ~~the trust~~be ~~account~~exercised ~~and was retained~~ by ~~us for working capital purposes. The net proceeds deposited into~~ the ~~trust~~holders ~~account remain~~ on ~~deposit~~a incashless ~~the~~basis ~~trust account earning interest. As of December 31, 2020, there was approximately $575.3 million in investments~~ and ~~cash held in the trust account and approximately $1.6 million of cash held outside the trust account available for working capital purposes. As of December~~(iv) ~~31,~~they ~~2020,~~will ~~none~~be ofentitled ~~the funds had been withdrawn from the trust account~~ to ~~fund~~ ~~the~~registration ~~company’s working capital expenses~~rights.

WeUpon ~~have~~the ~~entered~~closing ~~into~~of ~~forward purchase agreements (~~the ~~“forward~~initial ~~purchase agreements”)~~public ~~pursuant~~offering ~~to which RedBird Series 2019, LP~~ and ~~RedBird~~the ~~Series~~private ~~2019 GP Co-Invest~~placement, ~~LP (each~~$575, ~~a “forward purchase party”)~~000,000 ~~affiliates~~was ofplaced ~~our~~in ~~sponsor,~~a ~~agreed~~trust toaccount ~~purchase~~with anContinental ~~aggregate~~Stock ~~of $100~~Transfer ~~million~~& ofTrust ~~Class A~~Company ~~ordinary~~acting ~~shares~~as trustee (the “~~forward~~trust ~~purchase shares~~account”) ~~for $10~~.00 ~~per~~Except ~~share in private placements that will close simultaneously~~ with ~~the~~respect ~~closing of our initial business combination. The forward purchase shares will be identical~~ to ~~the~~interest ~~Class A~~earned ~~ordinary~~on ~~shares included in~~ the ~~units~~funds ~~sold~~held in the ~~initial~~trust ~~public~~account ~~offering,~~that ~~except the forward purchase shares will be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase shares~~ may be ~~used~~released ~~for expenses in connection with the initial business combination or as part of the consideration~~ to the ~~sellers in the initial business combination, and any excess funds may be used for the working capital needs of the post-transaction~~ company. ~~The number of forward purchase shares~~ to bepay purchased under these agreements is independent of the number of public shares which may be submitted for redemption in connection with the shareholder vote to approve the initial business combination and may provide us with an increased minimum funding level for the initial business combination. The forward purchase agreements are subject to conditions, including each forward purchase party giving us its irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordinglytaxes, if ~~each forward purchase party does not consent it will not be obligated to purchase the forward purchase shares. In addition~~any, ~~we have~~ the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements. Please see the risk factor entitled “In evaluating a prospective target business for our initial business combination, our management may consider the availability of funds ~~from~~held ~~the~~in ~~sale of~~ the ~~forward~~trust ~~purchase~~account ~~shares,~~will ~~which~~not ~~may~~ be ~~used~~released asfrom ~~part of~~ the ~~consideration~~trust toaccount ~~the~~until ~~sellers in~~ the ~~initial business~~earliest ~~combination. If a forward purchase party withholds its consent confirming its commitment to purchase all or some~~ of (i) the ~~forward~~completion ~~purchase~~of shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination” for more information. We believe our ability to complete an initial business combination may be enhanced by our entering into the ~~forward purchase agreements with the forward purchase parties.~~

~~Business~~1 ~~Strategy~~

~~Our~~Table ~~acquisition and value creation strategy will be to identify, acquire and build a company in the sports, media and data analytics sector that complements the experience~~ of our management team and can benefit from its operational expertise. After our initial business combination, we envision our strategy may include additional mergers and acquisitions with a focus on generating attractive risk-adjusted returns for our stockholders. We will leverage our management team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the sports, media and data analytics sectors could effect a positive transformation or augmentation of existing businesses to improve their overall value. Contents

company’s initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months of the closing of the initial public offering (the “completion window”), subject to applicable law, or (iii) the redemption of the company’s public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association to modify the substance or timing of the company’s obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of the public shares if the company has not consummated an initial business combination within the completion window. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

We plan to utilize the network and industry experience of our management team, our sponsor and their affiliates, and leverage our association with RedBird, in seeking an initial business combination and executing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in sports across leagues, team owners, commissioners, athletes and industry executives that we believe will further complement our sourcing pipeline of acquisition opportunities. 2a-7

under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. The proceeds deposited in the trust account could become subject to the claims of the company’s creditors, if any, which could have priority over the claims of its public shareholders. After the payment of underwriting discounts and commissions (excluding the deferred portion of $20,125,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $752,000 in expenses relating to the initial public offering, approximately $2,170,000 of the net proceeds of the initial public offering and private placement was not deposited into the trust account and was retained by us for working capital purposes. The net proceeds deposited into the trust account remain on deposit in the trust account earning interest. As of December 31, 2021, there was approximately $575.5 million in investments and cash held in the trust account and approximately $0.5 million of cash held outside the trust account available for working capital purposes. As of December 31, 2020, none of the funds had been withdrawn from the trust account to fund the company’s working capital expenses.

We entered into forward purchase agreements (the “forward purchase agreements”) pursuant to which RedBird Series 2019, LP and RedBird Series 2019 GP

2 Co-Invest,

LP (each, a “forward purchase party”), affiliates of our sponsor, agreed to purchase an aggregate of $100 million of Class A ordinary shares (“forward purchase shares”) for $10.00 per share in private placements that would close simultaneously with the closing of our initial business combination. The forward purchase shares would be identical to the Class A ordinary shares included in the units sold in the initial public offering, except the forward purchase shares would be subject to transfer restrictions and certain registration rights. The funds from the sale of the forward purchase shares may be used for expenses in connection with the initial business combination or as part of the consideration to the sellers in the initial business combination, and any excess funds may be used for the working capital needs of the post-transaction company. The number of forward purchase shares to be purchased under these agreements is independent of the number of public shares which may be submitted for redemption in connection with the shareholder vote to approve the initial business combination and may provide us with an increased minimum funding level for the initial business combination. The forward purchase agreements are subject to conditions, including each forward purchase party giving us its irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination. Each forward purchase party may grant or withhold this consent entirely within its sole discretion. Accordingly, if each forward purchase party does not consent it will not be obligated to purchase the forward purchase shares. In addition, we have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements. Please see the risk factor entitled “In evaluating a prospective target business for our initial business combination, our management may consider the availability of funds from the sale of the forward purchase shares, which may be used as part of the consideration to the sellers in the initial business combination. If a forward purchase party withholds its consent confirming its commitment to purchase all or some of the forward purchase shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination” for more information. We believe our ability to complete an initial business combination may be enhanced by our entering into the forward purchase agreements with the forward purchase parties.

~~Table~~In ofconnection ~~Contents~~with the Business Combination (as defined below) with SeatGeek (as defined below), the forward purchase parties elected to not purchase the forward purchase shares and therefore, no forward purchase shares will be issued and sold if we consummate the Business Combination.

We2 expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.

~~Acquisition~~Table ~~Criteria~~of Contents

~~Consistent~~Proposed ~~with~~Business ~~our~~Combination business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria and guidelines. Examples include:

•On ~~Sports~~October 13, ~~franchises~~2021, ~~including~~we ~~European~~entered ~~football~~into ~~clubs,~~a ~~with~~Business ~~intrinsic~~Combination ~~brand~~Agreement ~~value~~and ~~that~~Plan ~~could~~of beReorganization ~~enhanced~~(the by“Business ~~our~~Combination ~~management~~Agreement”) ~~team~~with ~~through~~Showstop ~~improvement~~Merger ofSub (I Inc. a) ~~on-field~~Delaware ~~performance~~corporation ~~through~~and ana ~~analytics~~wholly-~~based~~owned ~~approach~~subsidiary of RedBall (“Merger Sub One”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of RedBall (b)“Merger ~~business~~Sub Two”), and ~~revenue~~SeatGeek, ~~operations;~~Inc., a Delaware corporation (“SeatGeek”).

•The ~~Businesses~~Business Combination Agreement provides that, ~~would~~among ~~benefit~~other ~~from~~things ~~our~~and ~~extensive~~upon ~~networks~~the terms and ~~insights~~subject ~~within~~to the ~~sector~~conditions tothereof, ~~drive~~the ~~new~~following ~~customer~~transactions ~~relationships~~will occur (together with the other agreements and ~~revenue~~transactions ~~growth;~~contemplated by the Business Combination Agreement, the “Business Combination”):

• ~~Sports~~On the business day immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), ~~media~~subject to the approval of RedBall’s shareholders, and ~~data~~in ~~analytics~~accordance ~~businesses~~with ~~where~~the weGeneral ~~can~~Corporation ~~further~~Law ~~monetize~~of ~~intellectual~~the ~~property~~State of Delaware, as amended (“DGCL”), the Cayman Islands Companies Act (as amended) (the “CICL”) and ~~real~~the ~~assets;~~company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”), RedBall will effect a deregistration under the CICL by way of continuation and domestication under Section 388 of the DGCL (such deregistration by way of continuation and domestication, the “Domestication” and RedBall, immediately after the Domestication, “New SeatGeek”), by filing an application to de-register RedBall with the Registrar of Companies of the Cayman Islands and filing a Certificate of Corporate Domestication and a Certificate of Incorporation (such Certificate of Incorporation governing the registration of New SeatGeek in the State of Delaware as a corporation, the “Certificate of Incorporation”) with the Delaware Secretary of State, as a result of which, among other things, (a) the company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware, (b) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RedBall (the “RedBall Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of ordinary share, par value $0.0001, per share of New SeatGeek (after its Domestication) (the “New SeatGeek common stock”), (c) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of the company, will convert automatically, on a one-for-one basis, into a share of New SeatGeek common stock, (d) each then issued and outstanding warrant of RedBall to acquire RedBall Class A ordinary shares will convert automatically into a redeemable warrant to acquire one share of New SeatGeek common stock (“New SeatGeek Warrant”), (e) each then issued and outstanding unit of RedBall (the “RedBall Units”) will be separated and converted automatically into one share of New SeatGeek common stock and one-third of one New SeatGeek Warrant to acquire one share of New SeatGeek common stock and (f) the name of the company will be changed to “SeatGeek, Inc.”;

• ~~Businesses~~Immediately ~~that~~prior ~~would~~to ~~benefit~~the ~~from~~First anEffective ~~acquisition~~Time ~~strategy~~(as defined below), (a) each share of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and ~~more~~Series ~~efficient~~D-1 ~~capital~~Preferred ~~allocation~~Stock of SeatGeek that is issued and outstanding immediately prior to the First Effective Time will be automatically converted into (i) a number of shares of SeatGeek common stock, par value $0.001 per share, of SeatGeek (the “SeatGeek common stock”) at the then-effective conversion rate and (ii) a number of shares of SeatGeek common stock issuable with respect to any accrued dividends, in each case, in accordance with the terms of the SeatGeek Certificate of Incorporation (such conversion, the “SeatGeek Preferred Conversion”);

~~These~~• ~~criteria~~At ~~are~~the ~~not~~Closing ~~intended~~(which toshall be ~~exhaustive.~~one ~~Any~~business ~~evaluation~~day ~~relating~~immediately tofollowing the ~~merits~~Domestication), ofupon athe ~~particular~~terms ~~initial business combination may be based on these general guidelines as well as other considerations, factors~~ and ~~criteria~~subject ~~that~~to ~~our~~the ~~management~~conditions ~~may~~of ~~deem relevant. In~~ the ~~event~~Business ~~that~~Combination weAgreement, ~~decide~~(x) toin ~~enter~~accordance ~~into a business combination~~ with ~~a target business that does not meet~~ the ~~above~~DGCL, ~~criteria~~Merger ~~and~~Sub ~~guidelines,~~One we will ~~disclose~~merge ~~that~~with ~~the~~and ~~target~~into ~~business~~SeatGeek, ~~does not meet~~ the ~~above~~separate ~~criteria~~corporate inexistence ~~our~~of ~~shareholder~~Merger ~~communications~~Sub ~~related~~One towill ~~our~~cease ~~initial~~and ~~business~~SeatGeek ~~combination,~~will ~~which, as discussed in this report, would~~ be in the ~~form~~surviving ofcorporation ~~proxy~~and ~~solicitation~~a orwholly-owned ~~tender~~subsidiary ~~offer~~of ~~materials,~~RedBall ~~as applicable, that we would file with the Securities and Exchange Commission~~ (the “~~SEC~~First Merger”). ;

~~Our~~• ~~Acquisition~~Upon ~~Process~~the effective time of the First Merger (the “First Effective Time”) as a result of the First Merger, among other things, all outstanding shares of SeatGeek common stock (after giving effect to the SeatGeek Preferred Conversion) as of immediately prior to the First Effective Time, will be cancelled in exchange for the right to receive the applicable pro rata portion of (x) a contingent right to receive up to 35 million shares of New SeatGeek common stock issued pursuant to an earnout, (y) up to $50 million of cash, subject to certain adjustments (the “Aggregate Cash Consideration”) and (z) a number of shares of New SeatGeek common stock (as defined below) equal to $1.281 billion minus the Aggregate Cash Consideration;

In3 evaluating a prospective target business, we expect to conduct a due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience.

WeTable are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. Contents

~~Members~~• ofUpon ~~our~~the ~~management~~First ~~team~~Effective ~~will~~Time, ~~directly~~among orother ~~indirectly~~things, ~~own~~all ~~founder shares and/or private placement~~ warrants ~~and~~for, ~~accordingly,~~options ~~may have a conflict of interest in determining whether a particular target business is an appropriate business with which~~ to ~~effectuate~~purchase ~~our~~and ~~initial~~restricted ~~business~~stock ~~combination.~~units ~~Further,~~for ~~each~~shares of ~~our~~SeatGeek ~~officers~~common ~~and~~stock ~~directors~~outstanding ~~may~~as ~~have a conflict~~ of ~~interest~~immediately ~~with respect~~prior to ~~evaluating~~the aFirst ~~particular~~Merger ~~business~~will ~~combination~~be ifconverted ~~the~~into ~~retention~~warrants orfor, ~~resignation~~options ofto ~~any~~purchase ~~such officers~~ and ~~directors~~restricted ~~was~~stock ~~included~~units byfor ashares ~~target~~of ~~business~~New asSeatGeek acommon ~~condition to any agreement with respect to our initial business combination.~~ stock;

3• Immediately following the First Effective Time, SeatGeek, as the surviving corporation of the First Merger, will merge with and into Merger Sub Two (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub Two continuing as the surviving entity as a wholly owned subsidiary of New SeatGeek; and

~~Table~~• Upon the effective time of ~~Contents~~the Second Merger (the “Second Effective Time”), (i) all outstanding shares of SeatGeek, as the surviving corporation of the First Merger, as of immediately prior to the Second Effective Time, will no longer be outstanding and will automatically be cancelled and the outstanding membership interests of Merger Sub Two, as of immediately prior to the Second Effective Time will remain outstanding as membership interest of the surviving entity and will not be affected by the Second Merger and (ii) the operating agreement of Merger Sub Two will be amended and restated in its entirety to read as set forth in the surviving entity operating agreement attached to the Business Combination Agreement as an exhibit.

Concurrently with the execution of the Business Combination Agreement, RedBall entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 9,050,000 shares of New SeatGeek common stock for an aggregate purchase price equal to $90.5 million (the “PIPE Investment”). In addition, for each subscribed share of New SeatGeek common stock purchased by the PIPE Investors, the PIPE Investors will receive from New SeatGeek

Certain of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form 10-K. Further, in connection with any business combination opportunity with a non-sports target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition (as defined below) with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. third

of one warrant to purchase one whole share of New SeatGeek common stock at an exercise price of $11.50 per share and with terms substantially similar to the redeemable warrants included as part of the RedBall Units issued in the IPO. In addition, concurrently with the execution of the Business Combination Agreement, the sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with RedBall, pursuant to which, on the terms and subject to the conditions set forth therein, the sponsor has committed to purchase, following the Domestication and prior to the Closing, shares of New SeatGeek common stock, in a private placement for a purchase price of $10.00 per share, up to an aggregate of $65 million, to backstop certain redemptions by RedBall shareholders (the “Backstop Subscription”). In addition, the sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding of New SeatGeek common stock, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of certain earnout vesting conditions.

InOn ~~addition~~December 12, ~~our~~2021, ~~sponsor~~RedBall, ~~and~~Merger ~~our~~Sub ~~officers~~One, Merger Sub Two and ~~directors~~SeatGeek ~~may~~entered ~~sponsor~~into orthe ~~form~~First ~~other~~Amendment ~~special~~to ~~purpose~~the ~~acquisition companies~~Business ~~similar~~Combination toAgreement ~~ours~~(the or“First ~~may~~Amendment”) ~~pursue~~amending ~~other~~the ~~business~~Business orCombination ~~investment~~Agreement ~~ventures~~to ~~during~~reflect the ~~period~~treatment inof ~~which~~restricted westock ~~are~~units ~~seeking~~with anrespect ~~initial~~to ~~business~~SeatGeek ~~combination~~common stock (“SeatGeek RSUs”) in the Business Combination. ~~Any~~Pursuant ~~such~~to ~~companies~~the First Amendment, ~~businesses~~upon orthe ~~investments~~First ~~may~~Effective ~~present~~Time, ~~additional~~all ~~conflicts~~SeatGeek RSUs outstanding as of ~~interest~~immediately ~~in pursuing~~prior anto ~~initial~~the ~~business~~First ~~combination~~Effective Time will be converted into restricted stock units with respect to a certain number of shares of New SeatGeek common stock (the “New SeatGeek RSUs”) determined based on the exchange ratio and such holders will have a contingent right to receive a pro rata portion of earnout securities of New SeatGeek. The First Amendment includes corresponding changes to definitions, including with respect to SeatGeek fully-diluted shares outstanding, SeatGeek’s representation and warranty on capitalization and other related provisions to reflect the treatment of SeatGeek RSUs.

For additional information regarding SeatGeek, the Business Combination and the transactions contemplated thereby, see the registration statement on Form

In addition to the above, all of our executive officers have fiduciary and contractual duties to RedBird and to certain companies in which RedBird has invested. As a result, our officers will have a duty to offer acquisition opportunities to certain RedBird funds before we can pursue such opportunities. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. In addition, our executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our executive officers have time and attention requirements for private investment funds of which affiliates of RedBird are the investment managers. S-4

containing a preliminary proxy statement and a preliminary prospectus of RedBall initially filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2021.

~~Initial~~Other than as specifically discussed, this report does not assume the closing of the Business Combination.

~~The~~Business ~~rules~~Strategy of the New York Stock Exchange (“NYSE”) and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to our management for working capital purposes and excluding the amount of any deferred underwriting discount held in the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

WeOur ~~may pursue an~~ acquisition ~~opportunity jointly with one or more entities affiliated with RedBird~~ and~~/or~~ ~~one~~value orcreation ~~more~~strategy ~~investors~~will incontinue funds managed by RedBird (such acquisition, an “Affiliated Joint Acquisition”). Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to ~~complete~~be ~~the acquisition by issuing~~ to ~~such parties a class of equity or equity-linked securities. We refer to this potential future issuance~~identify, oracquire aand ~~similar~~build ~~issuance to other specified purchasers, as~~ a ~~“specified future~~company issuance” throughout this Annual Report on Form 10-K. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance (including the forward purchase shares) would result in ~~an adjustment to~~ the ~~conversion ratio such that our initial shareholders and their permitted transferees~~sports, ifmedia ~~any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares issued~~ and ~~outstanding~~data ~~upon~~analytics ~~completion~~sector ofthat ~~the~~complements ~~initial public offering plus all shares issued in~~ the ~~specified~~experience ~~future issuance (including the forward purchase shares), unless the holders~~ of aour ~~majority~~management ofteam ~~the then-issued~~ and ~~outstanding~~ ~~Class B~~can ~~ordinary~~benefit ~~shares~~from ~~agreed~~its tooperational ~~waive such adjustment with respect to the specified future issuance at the time thereof~~expertise. ~~They~~After ~~may~~our ~~waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the~~ initial business combination;, ~~(ii) during~~we ~~negotiations~~envision ~~with~~our ~~Class A~~strategy ~~shareholders~~may oninclude ~~structuring~~additional anmergers ~~initial~~and ~~business~~acquisitions ~~combination; (iii) during negotiations~~ with ~~parties~~a ~~providing~~focus ~~financing~~on ~~which~~generating ~~would trigger~~attractive ~~the anti~~risk-~~dilution~~adjusted ~~provisions~~returns offor ~~the~~our ~~Class B ordinary shares; or (iv) as part of the Affiliated Joint Acquisition~~shareholders. We ~~cannot~~will ~~determine~~continue atto ~~this~~leverage ~~time whether a majority of the holders of~~ our ~~Class B~~management ~~ordinary~~team’s ~~shares~~network ~~at the time~~ of ~~any~~ ~~such~~potential ~~specified~~proprietary ~~future~~and ~~issuance~~public ~~would~~transaction ~~agree~~sources towhere ~~waive~~we ~~such~~believe ~~adjustment~~a tocombination ~~the~~of ~~conversion~~our ~~ratio. If such adjustment is not waived~~relationships, ~~the~~knowledge ~~specified~~and ~~future~~experience ~~issuance~~in ~~would not reduce~~ the ~~percentage ownership of holders of our Class B ordinary shares~~sports, ~~but~~media ~~would~~and ~~reduce~~data ~~the~~analytics ~~percentage~~sectors ~~ownership~~could ofeffect ~~holders~~a ofpositive ~~our~~transformation ~~Class A~~or ~~ordinary~~augmentation ~~shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership~~ of ~~holders~~existing ofbusinesses ~~both~~to ~~classes~~improve oftheir ~~our~~overall ~~ordinary shares~~value.

4We will continue to utilize the network and industry experience of our management team, our sponsor and their affiliates, and leverage our association with RedBird, in seeking an initial business combination and executing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in sports across leagues, team owners, commissioners, athletes and industry executives that we believe will further complement our sourcing pipeline of acquisition opportunities.

~~Table~~4 ~~of Contents~~

WeTable ~~anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100%~~ of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Contents

~~Corporate~~We ~~Information~~expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Members of our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potentially interesting leads.

WeAcquisition ~~are~~Criteria an “emerging growth company” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

~~Additionally,~~Consistent wewith ~~are~~our abusiness ~~“smaller~~strategy, ~~reporting~~we ~~company”~~have asidentified ~~defined~~the infollowing ~~Item~~general ~~10(f)(1)~~criteria ofand ~~Regulation S-K.~~guidelines ~~Smaller~~that ~~reporting~~we ~~companies~~believe ~~may~~are ~~take~~important ~~advantage~~in ofevaluating ~~certain~~prospective ~~reduced~~target ~~disclosure obligations, including, among other things, providing only two years of audited financial statements~~businesses. WeWhile ~~will~~we ~~remain~~have aused ~~smaller reporting~~these ~~company~~criteria ~~until~~and ~~the~~guidelines ~~last~~in ~~day~~evaluating ofinitial ~~the~~business ~~fiscal~~combination ~~year~~opportunities, inwe ~~which~~may ~~(1) the~~decide ~~market~~to ~~value~~enter ofinto our ~~ordinary~~initial ~~shares~~business ~~held~~combination bywith ~~non-affiliates~~a ~~exceeds~~target ~~$250 million~~business asthat ofdoes ~~the~~not ~~prior~~meet ~~June~~any ~~30th,~~ or ~~(2) our annual~~all ~~revenues~~of ~~exceeded~~these ~~$100 million~~criteria ~~during such completed fiscal year~~ and ~~the~~guidelines. ~~market~~Examples ~~value~~include: ~~of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.~~

~~Financial~~• ~~Position~~Sports franchises, including European football clubs, with intrinsic brand value that could be enhanced by our management team through improvement of (a) on-field performance through an analytics-based approach, and (b) business and revenue operations;

~~With~~• ~~$575,000,000~~Businesses ~~in gross~~that ~~proceeds~~would benefit from ~~the~~our ~~initial~~extensive ~~public~~networks offering available for a business combination (assuming no redemptions), after consideration of $20,125,000 of deferred underwriting fees payable upon consummation of a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and ~~expansion~~insights ofwithin its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the ~~foregoing,~~sector ~~we have the flexibility~~ to ~~use~~drive ~~the~~new ~~most~~customer ~~efficient~~relationships ~~combination that will allow us to tailor the consideration to be paid to the target business to fit its needs~~ and ~~desires.~~revenue ~~However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.~~ growth;

5• Sports, media and data analytics businesses where we can further monetize intellectual property and real assets; and

~~Table~~• ofBusinesses ~~Contents~~that would benefit from an acquisition strategy and more efficient capital allocation.

~~Effecting~~These ~~Our~~criteria ~~Initial~~are ~~Business~~not ~~Combination~~intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the SEC.

WeOur ~~are~~Acquisition ~~not~~Process presently engaged in, and we will not engage in, any operations for an indefinite period of time following the initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private placement warrants and forward purchase shares, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

IfIn ~~our~~evaluating ~~initial~~a ~~business combination~~prospective istarget ~~paid for using equity or debt securities~~business, orwe ~~not~~conduct ~~all~~a ofdue ~~the~~diligence ~~funds~~review ~~released~~that ~~from~~may ~~the~~encompass, ~~trust~~among ~~account~~other ~~are~~things, ~~used~~meetings ~~for payment of the consideration in connection~~ with ~~our~~incumbent ~~initial~~management ~~business~~and ~~combination~~employees, ordocument ~~used for redemptions of our Class A ordinary shares~~reviews, weinspection ~~may use the balance~~ of ~~the cash released to us from the trust account following the closing for general corporate purposes~~facilities, ~~including~~as ~~for~~well ~~maintenance~~as ora ~~expansion~~review of ~~operations~~financial ofand ~~the~~other ~~post-transaction~~information ~~company,~~that ~~the payment~~will ofbe ~~principal~~made oravailable ~~interest~~to ~~due~~us. onWe ~~indebtedness~~also ~~incurred~~utilize ~~in completing~~ our ~~initial~~operational ~~business~~and ~~combination,~~capital toallocation ~~fund the purchase of other companies or for working capital~~experience.

We ~~have~~are not ~~selected~~prohibited ~~any~~from ~~specific~~pursuing an initial business combination ~~target.~~with ~~While~~a wecompany ~~may~~that ~~pursue~~is anaffiliated ~~initial~~with ~~business~~our ~~combination~~sponsor, ~~target~~officers inor ~~any industry~~directors, ~~we intend~~or tocompleting ~~focus~~the ~~our~~business ~~search~~combination onthrough ~~companies~~a injoint ~~the~~venture ~~sports,~~or ~~media~~other ~~and~~form ~~data~~of ~~analytics~~shared ~~sectors.~~ownership ~~Accordingly~~with our sponsor, ~~there~~officers isor nodirectors. ~~current~~While ~~basis~~Seatgeek ~~for~~is ~~investors~~not toaffiliated ~~evaluate~~with ~~the~~our ~~possible~~sponsor, ~~merits~~officers or ~~risks~~directors, ofin the ~~target~~event ~~business~~we ~~with~~do ~~which~~not weconsummate ~~may~~the ~~ultimately~~Business ~~complete~~Combination ~~our initial~~with ~~business~~SeatGeek ~~combination.~~and ~~Although~~seek ~~our~~to ~~management~~complete ~~will~~an ~~assess~~initial ~~the~~business ~~risks~~combination ~~inherent~~with in a ~~particular~~ target ~~business~~that is affiliated with ~~which~~our wesponsor, ~~may~~officers ~~combine~~or directors, we, ~~cannot~~or ~~assure~~a ~~you~~committee ~~that~~of ~~this~~independent ~~assessment~~directors, ~~will~~would ~~result~~obtain inan ~~our~~opinion ~~identifying~~from ~~all~~an ~~risks~~independent ~~that~~investment abanking ~~target~~firm ~~business may~~that ~~encounter.~~is ~~Furthermore,~~a ~~some~~member of ~~those~~the ~~risks~~Financial ~~may~~Industry beRegulatory ~~outside~~Authority of(“FINRA”) ~~our~~or ~~control,~~a ~~meaning~~valuation ~~that~~or weappraisal ~~can~~firm dothat ~~nothing~~such toan ~~control~~initial orbusiness ~~reduce~~combination ~~the~~is ~~chances~~fair ~~that~~to ~~those~~our ~~risks~~company ~~will~~from ~~adversely~~a ~~affect~~financial apoint ~~target~~of ~~business~~view.

WeMembers ~~may seek to raise additional funds through a private offering~~ of ~~debt or equity securities in connection with the completion of~~ our ~~initial business~~management ~~combination~~team ~~and~~will wedirectly ~~may~~or ~~effectuate~~indirectly ~~our~~own ~~initial~~founder ~~business~~shares combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and/or ~~the sale of the~~ private placement warrants and, ~~as a result~~accordingly, ifmay ~~the~~have ~~cash~~a ~~portion~~conflict of ~~the~~interest ~~purchase~~in ~~price~~determining ~~exceeds~~whether ~~the~~a ~~amount~~particular ~~available~~target ~~from~~business ~~the~~is ~~trust~~an ~~account,~~appropriate ~~net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial~~ business ~~combination. Subject to compliance~~ with ~~applicable~~which ~~securities laws, we would expect~~ to ~~complete~~ ~~such~~effectuate ~~financing only simultaneously with the completion of~~ our initial business combination. InFurther, ~~the~~each ~~case~~ of ~~an initial business combination funded with assets other than the trust account assets,~~ our ~~proxy~~officers ~~materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing~~ and, ~~only~~directors ifmay ~~required~~have bya ~~law,~~conflict ~~we would seek shareholder approval~~ of ~~such~~interest ~~financing.~~with ~~There~~respect ~~is no limitation on our ability~~ to ~~raise~~evaluating ~~funds~~a ~~through~~particular ~~the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial~~ business combination, ~~including~~if ~~pursuant~~the toretention ~~forward purchase agreements~~ or ~~backstop~~resignation ~~agreements we may enter into following consummation~~ of ~~the~~any ~~initial~~such ~~public~~officers ~~offering.~~and Atdirectors ~~this~~was ~~time,~~included ~~other~~by ~~than~~a ~~with~~target ~~respect~~business toas ~~the forward purchase shares (which each forward purchase party may elect not to purchase), we are not~~ a ~~party~~condition to any ~~arrangement~~agreement ~~or understanding~~ with ~~any third party with~~ respect to ~~raising any additional funds through the sale of securities or otherwise. None of~~ our ~~sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our~~ initial business combination.

InCertain ~~the case~~ of aour ~~business~~officers ~~combination~~and ~~funded~~directors ~~with~~presently ~~assets other than the trust account assets~~has, ~~our~~and ~~tender~~any ~~offer~~of ~~documents~~them ~~or proxy~~in ~~materials disclosing~~ the ~~business~~future ~~combination~~may ~~would~~have ~~disclose~~additional, ~~the~~fiduciary ~~terms~~or ofcontractual ~~the~~obligations ~~financing~~to ~~and,~~other ~~only~~entities ifpursuant ~~required~~to bywhich ~~law~~such officer or ~~applicable~~director ~~stock~~is ~~exchange~~or ~~rules,~~will webe ~~would~~required ~~seek~~to ~~stockholder~~present ~~approval~~a ofbusiness ~~such~~combination ~~financing~~opportunity. ~~There~~Accordingly, ~~are~~if noany ~~prohibitions~~of on our ~~ability~~ toofficers ~~raise funds privately~~ or ~~through~~directors ~~loans~~becomes inaware ~~connection~~of ~~with~~ a business ~~combination.~~

Table of Contents

combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form

~~Sources of Target Businesses~~ 10-K.

Further, should we not consummate the Business Combination with SeatGeek, in connection with any business combination opportunity with a

We plan to utilize the network and industry experience of our management team, our sponsor and their affiliates, and our association with RedBird, in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in non-sports across leagues, commissioners, athletes, industry executives and team owners that we believe will serve as a useful source of acquisition opportunities. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus used in connection with our initial public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. We may engage the services of firms or individuals that specialize in business acquisitions, which firms or individuals could be affiliated with our sponsor, a director or an officer. If we do so, we will likely pay a finder’s fee, consulting fee or other compensation to be determined based on the terms of the transaction. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Commencing on the date that our securities were first listed on the NYSE, we have paid, and in the future will pay, our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account.

target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition (as defined below) with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~Evaluation~~In ofaddition, aour ~~Target Business~~sponsor and ~~Structuring~~our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of ~~Our~~interest ~~Initial~~in ~~Business~~pursuing ~~Combination~~an initial business combination.

In ~~evaluating~~addition ato ~~prospective~~the ~~target business~~above, weall ~~expect~~of our executive officers have fiduciary and contractual duties to ~~conduct~~RedBird aand ~~due diligence~~to ~~review~~certain companies in which ~~may~~RedBird ~~encompass,~~has ~~among~~invested. ~~other~~As ~~things~~a result, ~~meetings~~our ~~with~~officers ~~incumbent~~will ~~management~~have ~~and~~a ~~employees,~~duty ~~document~~to ~~reviews,~~offer ~~interviews~~acquisition ofopportunities ~~customers~~to ~~and~~certain ~~suppliers,~~RedBird ~~inspection~~funds ofbefore ~~facilities,~~we ascan ~~applicable~~pursue such opportunities. However, aswe ~~well~~do asnot expect these duties to present a ~~review~~significant conflict of ~~financial, operational,~~interest ~~legal~~with ~~and~~our ~~other~~search ~~information~~for ~~which~~an ~~will~~initial bebusiness ~~made~~combination. ~~available~~In toaddition, ~~us.~~our Ifexecutive weofficers ~~determine~~are not required to ~~move~~commit ~~forward~~any ~~with~~specified aamount ~~particular~~of ~~target~~time to our affairs, weand, accordingly, will ~~proceed~~have toconflicts ~~structure~~of interest in allocating management time among various business activities, including identifying potential business combinations and ~~negotiate~~monitoring the ~~terms~~related due diligence. Moreover, our executive officers have time and attention requirements for private investment funds of ~~the~~which ~~business~~affiliates ~~combination~~of ~~transaction~~RedBird are the investment managers.

~~The~~Initial ~~time~~Business ~~required~~Combination to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

~~Lack~~The rules of ~~Business~~the ~~Diversification~~New York Stock Exchange (“NYSE”) and our amended and restated memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to our management for working capital purposes and excluding the amount of any deferred underwriting discount held in the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We may pursue an acquisition opportunity jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird (such acquisition, an “Affiliated Joint Acquisition”). Any such parties may

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity- linked securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance” throughout this Annual Report on Form

• subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and10-K.

The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions

Table of Contents

•of ~~cause~~our usClass B ordinary shares, any such specified future issuance (including any forward purchase shares) would result in an adjustment to ~~depend~~the onconversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the ~~marketing~~sum of the total number of all ordinary shares issued and ~~sale~~outstanding upon completion of the initial public offering plus all shares issued in the specified future issuance (including any forward purchase shares), unless the holders of a ~~single~~majority ~~product~~of orthe then-issued and outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. They may waive such specified future issuance due to (but not limited ~~number~~to) the following: (i) closing conditions which are part of ~~products~~the initial business combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or ~~services~~(iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

~~Limited~~Our ~~Ability~~proposed Business Combination with SeatGeek is structured so that our public shareholders will acquire 100% of the equity interests of SeatGeek. If we do not complete the proposed Business Combination and pursue an alternative initial business combination, we may structure it similarly or we may structure it such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to ~~Evaluate~~meet certain objectives of the ~~Target’s~~target ~~Management~~management ~~Team~~team or shareholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

~~Although~~Corporate weInformation intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, such directors may not devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We are an “emerging growth company” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination. non-affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. non-convertible

debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

~~Shareholders May Not Have the Ability to Approve Our Initial Business Combination~~ S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. non-affiliates

exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by

~~Under the NYSE’s listing rules, shareholder approval would be required for our initial business combination if, for example:~~ non-affiliates

exceeds $700 million as of the prior June 30.

•7 ~~We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding (other than in a public offering);~~

•Table ~~Any~~ of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest earned on the trust account (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 ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; orContents

•Financial ~~The~~Position ~~issuance or potential issuance of ordinary shares will result in our undergoing a change of control.~~

~~Permitted~~As ~~Purchases~~of December 31, 2021, we had approximately $575,000,000 held in the trust account and available for a business combination (assuming no redemptions). After consideration of ~~Our~~$20,125,000 ~~Securities~~of deferred underwriting fees payable upon consummation of a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its consolidated balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

IfEffecting weOur ~~seek~~Initial ~~shareholder~~Business ~~approval~~Combination 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 sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”).

InWe ~~the~~are ~~event~~not ~~that~~presently ~~our~~engaged ~~sponsor~~in, ~~directors,~~and ~~officers~~we will not engage in, ~~advisors~~any oroperations ~~their~~for ~~affiliates~~an ~~purchase~~indefinite ~~shares~~period inof ~~privately~~time ~~negotiated~~following ~~transactions~~the ~~from~~ initial public ~~shareholders~~offering. ~~who~~We ~~have~~intend ~~already~~to ~~elected~~effectuate toour ~~exercise~~initial ~~their~~business ~~redemption~~combination ~~rights,~~using ~~such~~cash ~~selling~~from ~~shareholders~~the ~~would~~proceeds beof ~~required~~the toinitial ~~revoke~~public ~~their~~offering ~~prior~~and ~~elections~~the toprivate ~~redeem~~placement ~~their~~of the private placement warrants and potentially forward purchase shares. We(which dowill not ~~currently~~be ~~anticipate~~purchased ~~that~~in ~~such~~the ~~purchases,~~proposed ifBusiness ~~any~~Combination), ~~would constitute~~the aproceeds ~~tender~~of ~~offer~~the ~~subject~~sale toof ~~the~~our ~~tender~~shares ~~offer~~in ~~rules~~connection ~~under~~with ~~the~~our ~~Exchange~~initial ~~Act~~business combination (pursuant to forward purchase agreements or abackstop ~~going-private~~agreements ~~transaction~~we ~~subject~~may toenter ~~the~~into ~~going-private~~following ~~rules~~the ~~under~~consummation of the ~~Exchange~~initial ~~Act;~~public ~~however~~offering or otherwise), ifshares issued to the ~~purchasers~~owners ~~determine~~of atthe target, debt issued to bank or other lenders or the ~~time~~owners of ~~any~~the ~~such~~target, ~~purchases~~or ~~that~~ a combination of the ~~purchases~~foregoing. ~~are~~We ~~subject~~may seek to ~~such~~complete ~~rules~~our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the ~~purchasers~~numerous ~~will~~risks ~~comply~~inherent ~~with~~in such ~~rules~~companies and businesses.

8If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

~~Table~~Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of ~~Contents~~those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

~~The~~We ~~purpose~~may ofseek ~~any~~to ~~such~~raise ~~purchases~~additional offunds ~~shares~~through ~~could~~a beprivate tooffering ~~(i) vote~~of ~~such~~debt ~~shares~~or equity securities in ~~favor of~~connection with the completion of our initial business combination and ~~thereby~~we ~~increase~~may effectuate our initial business combination using the ~~likelihood~~proceeds of ~~obtaining~~such ~~shareholder~~offering ~~approval~~rather ofthan using the ~~business~~amounts ~~combination~~held orin ~~(ii) reduce~~ the ~~number~~trust ofaccount. ~~public~~In ~~shares~~addition, ~~redeemed~~we intend to ~~enable~~target ~~the~~businesses ~~company~~with toenterprise ~~satisfy~~values athat ~~closing~~are ~~condition~~greater inthan ~~an agreement~~we could acquire with athe ~~target~~net ~~that~~proceeds ~~requires~~of usthe toinitial ~~have~~public aoffering ~~minimum~~and ~~net~~the ~~worth~~sale orof the private placement warrants and, as a ~~certain~~result, ~~amount~~if ofthe cash atportion of the ~~closing~~purchase price exceeds the amount available from the trust account, net of ~~our~~amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination,. ~~where~~Subject itto ~~appears~~compliance ~~that~~with ~~such~~applicable ~~requirement~~securities laws, we would ~~otherwise~~expect ~~not~~to becomplete ~~met~~such ~~due~~financing toonly ~~redemptions~~simultaneously bywith ~~holders~~the completion of ~~public~~ ~~shares~~our initial business combination. ~~The~~In ~~purpose~~the case of ~~any~~an ~~such~~initial ~~purchases~~business ofcombination ~~public~~funded ~~warrants~~with ~~could~~assets beother tothan ~~reduce~~the trust account assets, our proxy materials or tender offer documents disclosing the ~~number~~initial business combination would disclose the terms of ~~public~~the ~~warrants~~financing ~~outstanding~~and, oronly toif ~~vote~~required by law, we would seek shareholder approval of such ~~warrants~~financing. onThere ~~any~~is ~~matters~~no ~~submitted~~limitation on our ability to raise funds through the ~~warrantholders~~issuance ~~for~~of ~~approval~~equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination., ~~Any~~including ~~such~~pursuant ~~purchases~~to offorward ~~our~~purchase ~~securities~~agreements or backstop agreements we may ~~result~~enter ininto following consummation of the ~~completion~~initial public offering. None of our ~~initial~~sponsors, ~~business~~officers, ~~combination~~directors ~~that~~or ~~may~~shareholders ~~not~~is ~~otherwise~~required ~~have~~to ~~been~~provide ~~possible~~any financing to us in connection with or after our initial business combination.

In ~~addition,~~the ifcase ~~such~~of ~~purchases~~a ~~are~~business ~~made,~~combination funded with assets other than the ~~public~~trust ~~“float”~~account ofassets, our ~~Class A~~tender ~~ordinary~~offer ~~shares~~documents or ~~public~~proxy ~~warrants~~materials ~~may~~disclosing bethe ~~reduced and~~business combination would disclose the ~~number~~terms of ~~beneficial~~the ~~holders~~financing ofand, ~~our~~only ~~securities~~if ~~may~~required beby ~~reduced~~law or applicable stock exchange rules, ~~which~~we ~~may~~would ~~make~~seek itshareholder ~~difficult~~approval toof ~~maintain~~such orfinancing. ~~obtain~~There ~~the~~are ~~quotation,~~no ~~listing~~prohibitions on our ability to raise funds privately or ~~trading~~through ofloans ~~our~~in ~~securities~~connection onwith a ~~national~~business ~~securities exchange~~combination.

~~Our~~8 sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Redemption~~Table ~~Rights for Public Shareholders upon Completion~~ of ~~Our Initial Business Combination~~ Contents

WeSources ~~will provide our public shareholders with the opportunity to redeem all or a portion~~ of ~~their~~Target ~~Class A~~Businesses ordinary shares upon the completion of our initial business combination at a per-share price, payable in 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, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account as of the completion of the initial public offering was $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

~~Limitations~~We plan to continue to utilize the network and industry experience of our management team, our sponsor and their affiliates, and our association with RedBird, in seeking an initial business combination and employing our acquisition strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of relationships in sports across leagues, commissioners, athletes, industry executives and team owners that we believe will serve as a useful source of acquisition opportunities. We expect these networks will provide our management team with a robust flow of acquisition opportunities. In addition, should we not consummate the Business Combination we anticipate that target business candidates will continue to be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on ~~Redemptions~~an unsolicited basis, since many of these sources will have read the prospectus used in connection with our initial public offering and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have. In addition, we would expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. We may engage the services of firms or individuals that specialize in business acquisitions, which firms or individuals could be affiliated with our sponsor, a director or an officer. If we do so, we will likely pay a finder’s fee, consulting fee or other compensation to be determined based on the terms of the transaction. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Commencing on the date that our securities were first listed on the NYSE, we have paid, and in the future will pay, our sponsor or an affiliate of our sponsor $25,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. Any such payments prior to our initial business combination will be made from funds held outside the trust account.

~~Our~~We ~~amended and~~are ~~restated~~not ~~memorandum~~prohibited ~~and~~from ~~articles~~pursuing ofan ~~association~~initial ~~provide~~business ~~that~~combination inwith noa ~~event~~company ~~will we redeem our public shares in an amount~~ that ~~would~~is ~~cause~~affiliated with our ~~net~~sponsor, ~~tangible~~officers ~~assets~~or ~~to be less than $5~~directors,~~000,001.~~ Inor ~~addition,~~completing ~~our~~the ~~proposed initial~~ business combination ~~may~~ ~~impose~~through a ~~minimum~~joint ~~cash~~venture ~~requirement~~or ~~for~~other ~~(i) cash~~form ~~consideration~~of toshared beownership ~~paid~~with toour ~~the target or its owners~~sponsor, ~~(ii) cash~~officers ~~for working capital~~ or ~~other general corporate purposes or (iii) the retention of cash to satisfy other conditions~~directors. In the event ~~the aggregate cash consideration~~ we ~~would~~seek ~~be required~~ to ~~pay~~complete ~~for~~an ~~all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed~~ initial business combination ~~exceed~~with ~~the~~a ~~aggregate~~target ~~amount~~that ofis ~~cash~~affiliated ~~available~~with toour ussponsor, weofficers ~~will not complete the initial business combination~~ or ~~redeem~~directors, ~~any shares~~we, ~~and~~or ~~all~~a ~~Class A~~committee ~~ordinary~~of ~~shares~~independent ~~submitted~~directors, ~~for~~would ~~redemption~~obtain ~~will~~an beopinion ~~returned~~from toan ~~the~~independent ~~holders thereof.~~investment Webanking ~~may,~~firm ~~however,~~that ~~raise~~is ~~funds~~a ~~through~~member ~~the issuance~~ of ~~equity-linked~~FINRA ~~securities~~ or ~~through~~a ~~loans,~~valuation ~~advances~~ or ~~other~~appraisal ~~indebtedness~~firm inthat ~~connection~~such ~~with~~an ~~our~~ initial business combination, ~~including~~is ~~pursuant~~fair to ~~forward~~our ~~purchase~~company ~~agreements~~from ~~or backstop~~a ~~arrangements~~financial wepoint ~~may~~of ~~enter~~view. ~~into,~~We inare ~~order~~not required to, ~~among~~obtain ~~other reasons, satisfy~~ such ~~net~~an ~~tangible~~opinion ~~assets~~in orany ~~minimum~~other ~~cash requirements~~context.

9Evaluation of a Target Business and Structuring of Our Initial Business Combination

~~Table~~In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of ~~Contents~~customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

~~Manner~~Any costs incurred with respect to the identification and evaluation of, ~~Conducting~~and ~~Redemptions~~negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

We9 will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE’s shareholder approval rules.

~~The~~Table ~~requirement that we provide our public shareholders with the opportunity to redeem their public shares by one~~ of the two methods listed above will be contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection with such amendment. Contents

IfLack ~~we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles~~ of ~~association:~~Business Diversification

•For ~~conduct~~an indefinite period of time after the ~~redemptions~~completion inof ~~conjunction~~our ~~with~~initial abusiness ~~proxy~~combination, ~~solicitation~~the ~~pursuant~~prospects tofor ~~Regulation~~our ~~14A~~success ofmay depend entirely on the ~~Exchange~~future ~~Act,~~performance ~~which~~of ~~regulates~~a single business. Unlike other entities that have the ~~solicitation~~resources ofto ~~proxies~~complete business combinations with multiple entities in one or several industries, ~~and~~it is probable that we will not ~~pursuant~~have the resources to diversify our operations and mitigate the ~~tender~~risks ~~offer~~of ~~rules~~being in a single line of business. By completing our initial business combination with only a single entity, ~~and~~our lack of diversification may:

• ~~file~~subject ~~proxy~~us ~~materials~~to ~~with~~negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the ~~SEC.~~particular industry in which we operate after our initial business combination, and

In• ~~the~~cause ~~event~~us ~~that~~to wedepend ~~seek~~on ~~shareholder~~the ~~approval~~marketing ~~of our initial business combination, we will distribute proxy materials~~ and, insale ~~connection therewith,~~of ~~provide~~a ~~our~~single ~~public~~product ~~shareholders~~or ~~with~~limited ~~the~~number ~~redemption rights described above upon completion~~ of ~~the~~products ~~initial~~or ~~business combination~~services.

IfLimited weAbility seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to ~~vote~~Evaluate at the ~~meeting~~Target’s ~~are~~Management ~~represented~~Team in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

IfAlthough we closely scrutinize the management of a ~~shareholder~~prospective ~~vote~~target business, including the management team of SeatGeek, when evaluating the desirability of effecting our initial business combination with that business, and plan to continue to do so if the Business Combination is not ~~required~~consummated and we doseek other business combination opportunities, our assessment of the target business’s management may not ~~decide~~prove to ~~hold~~be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a ~~shareholder~~public ~~vote~~company. ~~for~~Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or ~~other~~more ~~legal~~of ~~reasons~~our directors will remain associated in some capacity with us following our initial business combination, such directors may not devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will: have significant experience or knowledge relating to the operations of the particular target business.

•We ~~conduct~~cannot assure you that any of our key personnel will remain in senior management or advisory positions with the ~~redemptions~~combined ~~pursuant~~company. toThe ~~Rule~~determination ~~13e-4~~as ~~and~~to ~~Regulation~~whether ~~14E~~any of our key personnel will remain with the ~~Exchange~~combined ~~Act,~~company ~~which~~will ~~regulate~~be ~~issuer~~made ~~tender~~at ~~offers,~~the ~~and~~time of our initial business combination.

•Following ~~file~~a ~~tender~~business ~~offer~~combination, ~~documents~~we ~~with~~may ~~the~~seek ~~SEC prior~~ to ~~completing~~recruit ~~our~~additional ~~initial~~managers ~~business~~to ~~combination~~supplement ~~which~~the ~~contain~~incumbent ~~substantially~~management of the ~~same~~target ~~financial~~business. ~~and~~We ~~other~~cannot ~~information~~assure ~~about~~you ~~the~~that ~~initial~~we ~~business~~will ~~combination~~have ~~and~~ the ~~redemption~~ability ~~rights~~to asrecruit isadditional ~~required~~managers, ~~under~~or ~~Regulation~~that ~~14A~~additional ofmanagers will have the ~~Exchange~~requisite ~~Act~~skills, ~~which~~knowledge ~~regulates~~or ~~the~~experience ~~solicitation~~necessary ofto ~~proxies~~enhance the incumbent management.

In10 the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

10Table of Contents

~~Table~~Shareholders ofMay ~~Contents~~Not Have the Ability to Approve Our Initial Business Combination

~~Upon~~We ~~the~~may ~~public~~conduct ~~announcement~~redemptions ofwithout ~~our~~a ~~initial~~shareholder ~~business~~vote ~~combination,~~pursuant ifto wethe ~~elect~~tender tooffer ~~conduct redemption~~rules ~~pursuant~~of the SEC subject to the ~~tender~~provisions ~~offer~~of ~~rules~~our amended and restated memorandum and articles of association. However, we orwill ~~our~~seek ~~sponsor~~shareholder ~~will~~approval ~~terminate~~if ~~any~~it ~~plan~~is ~~established~~required inby ~~accordance~~law ~~with~~or ~~Rule~~applicable ~~10b5-1~~stock toexchange ~~purchase~~rule ~~our~~(as ~~Class A~~is ~~ordinary~~the ~~shares~~case infor the ~~open~~Business ~~market~~Combination with SeatGeek), inor ~~order~~we may decide to ~~comply~~ ~~with~~seek ~~Rule~~shareholder ~~14e-5~~approval ~~under~~for ~~the~~business ~~Exchange~~or ~~Act~~other reasons.

WeUnder ~~intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder~~NYSE’s ~~option,~~listing either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) systemrules, ~~prior~~shareholder toapproval ~~the~~would ~~date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may~~ be uprequired to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for ~~redemption to~~ our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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 shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholdersif, ~~which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search~~ for aexample: ~~target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.~~

~~Our~~• ~~amended~~We ~~and~~issue ~~restated~~ordinary ~~memorandum~~shares ~~and articles of association provide~~ that ~~in no event~~ will ~~we redeem our public shares in an amount that would cause our net tangible assets to~~ be ~~less~~equal ~~than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration~~ to ~~be paid to the target~~ or ~~its~~in ~~owners,~~excess ~~(ii) cash for working capital or other general corporate purposes or (iii) the retention~~ of ~~cash~~20% to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the ~~proposed~~number ~~initial business combination exceed the aggregate amount~~ of ~~cash~~our ~~available to us, we will not complete the initial business combination or redeem any shares, and all Class A~~ ordinary shares ~~submitted~~then ~~for~~issued ~~redemption~~and ~~will~~outstanding ~~be returned to the holders thereof. We may, however, raise funds through the issuance of equity- linked securities or through loans, advances or~~ (other ~~indebtedness~~than in ~~connection~~a ~~with~~public our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. offering);

~~Limitation~~• Any of our directors, officers or substantial shareholders (as defined by the NYSE rules) has a 5% or greater interest earned on ~~Redemption~~the ~~Upon~~trust ~~Completion~~account (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 ~~Our~~ordinary ~~Initial~~shares ~~Business~~could ~~Combination~~result Ifin Wean ~~Seek~~increase ~~Shareholder~~in ~~Approval~~issued and outstanding ordinary shares or voting power of 5% or more; or

If• weThe ~~seek~~issuance shareholder 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 memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or ~~any~~potential ~~other~~issuance ~~person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13~~ of ~~the~~ordinary ~~Exchange~~shares ~~Act),~~ will beresult restricted from seeking redemption rights with respect to Excess Shares (as defined below) without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in ~~the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us,~~ our ~~sponsor~~undergoing ~~or our management at~~ a ~~premium~~change ~~to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20%~~ of the shares sold in the initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cashcontrol.

~~However,~~Redemption weRights ~~would~~for ~~not~~Public beShareholders ~~restricting~~upon ~~our~~Completion ~~shareholders’ ability to vote all~~ of ~~their~~Our ~~shares~~Initial ~~(including~~Business ~~Excess~~Combination ~~Shares) for or against our initial business combination.~~

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a

11 per-share

price, payable in 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, including interest (which interest shall be net of taxes payable) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account as of the completion of the initial public offering was $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

~~Table~~11 ~~of Contents~~

~~Delivering~~Table ~~Share Certificates in Connection with the Exercise~~ of ~~Redemption Rights~~ Contents

AsLimitations described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on ~~the proposal~~Redemptions to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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 shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

~~There~~Our isamended aand ~~nominal~~restated ~~cost~~memorandum ~~associated with~~and ~~the~~articles ~~above-referenced~~of ~~process~~association ~~and~~provide ~~the~~that ~~act~~in ofno ~~certificating~~event ~~the~~will we redeem our public shares orin ~~delivering~~an ~~them~~amount ~~through~~that ~~the~~would ~~DWAC~~cause ~~system~~our net tangible assets to be less than $5,000,001. ~~The~~In ~~transfer~~addition, ~~agent~~our ~~will~~proposed ~~typically~~initial ~~charge~~business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the ~~broker~~target ~~submitting~~or its owners, (ii) cash for working capital or ~~tendering~~other ~~shares~~general acorporate ~~fee~~purposes or (iii) the retention of ~~approximately~~cash ~~$80~~to satisfy other conditions.00 ~~and~~In itthe event the aggregate cash consideration we would be up required to ~~the~~pay ~~broker~~for ~~whether~~all orClass A ~~not~~ordinary shares that are validly submitted for redemption plus any amount required to ~~pass~~satisfy ~~this~~cash ~~cost~~conditions onpursuant to the ~~redeeming~~terms ~~holder.~~of ~~However,~~the ~~this~~proposed ~~fee~~initial ~~would~~business becombination ~~incurred~~exceed ~~regardless~~the aggregate amount of ~~whether~~cash oravailable ~~not~~to us, we ~~require~~will ~~holders~~not ~~seeking~~complete tothe ~~exercise~~initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption ~~rights~~will be returned to ~~submit~~the holders thereof. We may, however, raise funds through the issuance of equity- linked securities or ~~tender~~through ~~their~~loans, ~~shares.~~advances ~~The~~or ~~need~~other indebtedness in connection with our initial business combination, including pursuant to ~~deliver~~ ~~shares~~forward ispurchase aagreements ~~requirement~~or ofbackstop ~~exercising~~arrangements ~~redemption~~we ~~rights~~may ~~regardless~~enter ofinto, ~~the~~in ~~timing~~order ofto, ~~when~~among other reasons, satisfy such ~~delivery~~net ~~must~~tangible beassets ~~effectuated~~or minimum cash requirements.

~~Any request~~Manner ~~to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder~~ of aConducting ~~public~~Redemptions share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

IfWe will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination, such as is ~~not~~the ~~approved~~case with the Business Combination with SeatGeek, or ~~completed~~(ii) without ~~for~~a ~~any~~shareholder ~~reason~~vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, ~~then~~solely in our ~~public~~discretion, ~~shareholders~~and ~~who~~will ~~elected~~be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to ~~exercise~~seek ~~their redemption~~shareholder ~~rights~~approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not betypically ~~entitled~~require toshareholder ~~redeem~~approval ~~their~~while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares ~~for~~or ~~the~~seek ~~applicable~~to ~~pro~~amend ~~rata~~our ~~share~~amended and restated memorandum and articles of ~~the~~association ~~trust~~would ~~account~~require shareholder approval. InSo ~~such~~long ~~case,~~as we ~~will~~obtain ~~promptly~~and ~~return~~maintain ~~any~~a ~~certificates~~listing ~~delivered~~for byour ~~public~~securities ~~holders~~on ~~who~~the ~~elected~~NYSE, we will be required to ~~redeem~~comply ~~their~~with ~~shares~~the NYSE’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least

~~If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of the completion window.~~ two-thirds

of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection with such amendment.

~~Redemption~~If ofwe ~~Public~~provide ~~Shares~~our public shareholders with the opportunity to redeem their public shares in connection with a general meeting or an extraordinary meeting, we will, pursuant to our amended and ~~Liquidation~~restated ifmemorandum Noand ~~Initial~~articles ~~Business~~of ~~Combination~~association:

~~Our~~• ~~amended~~conduct ~~and restated memorandum and articles of association provide that we will have only~~ the ~~time~~redemptions ofin ~~the~~conjunction ~~completion~~with window to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a ~~per-share~~proxy ~~price,~~solicitation ~~payable~~pursuant ~~in cash, equal~~ to ~~the~~Regulation ~~aggregate~~14A ~~amount then on deposit in the trust account, including interest (which interest shall be net~~ of ~~taxes payable) earned on~~ the ~~funds~~Exchange ~~held in the trust account (less taxes payable and up to $100~~Act,~~000~~ ~~of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,~~ which ~~redemption~~regulates ~~will completely extinguish public shareholders’ rights as shareholders (including~~ the ~~right~~solicitation ~~to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval~~ of ~~our~~ ~~remaining shareholders and our board of directors~~proxies, ~~liquidate~~ and ~~dissolve,~~not ~~subject~~pursuant ~~in the case of clauses (ii) and (iii)~~ to ~~our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to~~ the ~~other~~ ~~requirements~~tender ofoffer ~~applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants~~rules, ~~which will expire worthless if we fail to complete our initial business combination within the completion window.~~ and

~~Our~~• ~~sponsor,~~file ~~officers~~proxy ~~and~~materials ~~directors have entered into a letter agreement~~ with ~~us, pursuant to which they have waived their rights to liquidating distributions from~~ the ~~trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window~~SEC. However, if our sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.

12In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution,

~~Table of Contents~~non-votes

will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

~~Our~~12 sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment 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) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

WeTable ~~expect that all costs and expenses associated with implementing our plan~~ of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,850,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. Contents

If wea ~~were~~shareholder tovote ~~expend~~is ~~all~~not ofrequired ~~the net proceeds of the initial public offering~~ and ~~the~~we ~~sale~~do ofnot ~~the~~decide private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to ~~the~~hold ~~claims~~a ofshareholder ~~our~~vote ~~creditors~~for ~~which~~business ~~would~~or ~~have~~other ~~higher~~legal priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amountsreasons, ~~if any,~~ we ~~cannot assure you that we~~ will: ~~have funds sufficient to pay or provide for all creditors’ claims.~~

~~Although~~• weconduct will seek to have all vendors, service providers, prospective target businesses and other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~trust~~redemptions ~~account~~pursuant for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to ~~fraudulent~~Rule ~~inducement, breach~~13e-4 of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and ~~will~~Regulation ~~only~~14E ~~enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests~~ of the ~~company~~Exchange under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+BrownAct, PC, our independent registered public accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which weregulate ~~have~~issuer ~~entered~~tender ~~into a written letter of intent~~offers, ~~confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share~~ and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

13• 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.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

~~Table of Contents~~14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per10b5-~~share redemption price will not be less than $10.00 per share.~~ 1

to purchase our Class A ordinary shares in the open market, in order to comply with Rule

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to up to approximately $1,850,000 from the proceeds of the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. 14e-5

under the Exchange Act.

IfWe weintend ~~file~~to arequire ~~bankruptcy~~our ~~petition~~public ~~or an~~shareholders ~~involuntary~~seeking ~~bankruptcy~~to ~~petition~~exercise istheir ~~filed~~redemption ~~against~~rights, uswhether ~~that~~they isare ~~not~~record ~~dismissed,~~holders ~~the~~or ~~proceeds~~hold ~~held~~their shares in “street name,” to, at the ~~trust~~holder’s ~~account~~option, ~~could~~either bedeliver ~~subject~~their share certificates to ~~applicable~~our ~~bankruptcy~~transfer ~~law,~~agent ~~and~~or ~~may~~deliver betheir ~~included~~shares into our ~~bankruptcy~~transfer ~~estate~~agent ~~and~~electronically ~~subject~~using to the ~~claims~~Depository ofTrust ~~third parties~~Company’s ~~with~~DWAC ~~priority~~(Deposit/Withdrawal ~~over~~At ~~the~~Custodian) ~~claims~~system, ofprior ~~our~~to ~~shareholders.~~the Todate set forth in the ~~extent~~proxy ~~any~~materials ~~bankruptcy~~or ~~claims~~tender ~~deplete~~offer documents, as applicable. In the ~~trust~~case ~~account~~of proxy materials, wethis ~~cannot~~date ~~assure~~may ~~you~~be weup ~~will~~to betwo ~~able~~business days prior to ~~return~~the ~~$10.00~~scheduled ~~per~~vote ~~share~~on the proposal to ~~our~~approve ~~public~~the ~~shareholders~~initial business combination. ~~Additionally~~In addition, if we ~~file~~conduct redemptions in connection with a ~~bankruptcy~~ ~~petition~~shareholder orvote, anwe ~~involuntary~~intend ~~bankruptcy~~to ~~petition~~require isa ~~filed~~public ~~against~~shareholder usseeking ~~that~~redemption isof ~~not~~its ~~dismissed,~~public ~~any~~shares ~~distributions~~to ~~received~~also bysubmit ~~shareholders~~a ~~could~~written berequest ~~viewed~~for ~~under~~redemption ~~applicable~~to ~~debtor/creditor~~our ~~and/or~~transfer ~~bankruptcy~~agent ~~laws~~two asbusiness ~~either~~days aprior ~~“preferential transfer”~~to orthe ascheduled ~~“fraudulent~~vote ~~conveyance~~in which the name of the beneficial owner of such shares is included.” AsThe aproxy ~~result~~materials or tender offer documents, aas ~~bankruptcy~~applicable, ~~court~~that ~~could~~we ~~seek~~will furnish to ~~recover~~holders ~~some~~of orour ~~all~~public ~~amounts~~shares ~~received~~in byconnection with our initial business combination will indicate whether we are requiring public shareholders. ~~Furthermore,~~to ~~our~~satisfy ~~board~~such ofdelivery ~~directors~~requirements. ~~may~~We bebelieve ~~viewed~~that asthis ~~having~~will ~~breached~~allow ~~its~~our ~~fiduciary~~transfer ~~duty~~agent to ~~our~~ ~~creditors~~efficiently ~~and/~~process any redemptions without the need for further communication or ~~may~~action ~~have~~from ~~acted~~the inredeeming ~~bad~~public ~~faith~~shareholders, ~~and~~which ~~thereby~~could ~~exposing~~delay ~~itself~~redemptions and ~~our~~result ~~company~~in toadditional ~~claims~~administrative ofcost. ~~punitive~~If ~~damages,~~the byproposed ~~paying~~initial ~~public~~business ~~shareholders~~combination ~~from~~is ~~the~~not ~~trust~~approved ~~account~~and ~~prior~~we continue to ~~addressing~~search ~~the~~for ~~claims~~a oftarget ~~creditors.~~company, Wewe ~~cannot~~will ~~assure~~promptly ~~you~~return ~~that claims~~any ~~will~~certificates ~~not~~or beshares ~~brought~~delivered ~~against~~by uspublic ~~for~~shareholders ~~these~~who ~~reasons~~elected to redeem their shares.

Our ~~public~~amended ~~shareholders~~and ~~will~~restated bememorandum ~~entitled~~and toarticles ~~receive~~of ~~funds~~association ~~from~~provide ~~the~~that ~~trust account only (i)~~ in ~~the~~no event ofwill ~~the~~we ~~redemption~~redeem of our public shares ifin wean doamount ~~not~~that ~~complete~~would cause our ~~initial~~net ~~business~~tangible ~~combination~~assets ~~within~~to ~~the~~be ~~completion~~less ~~window~~than $5,000,001. ~~(ii) in~~In ~~connection~~addition, ~~with~~our aproposed ~~shareholder~~initial ~~vote~~business tocombination ~~amend~~may ~~our~~impose ~~amended~~a ~~and~~minimum ~~restated~~cash ~~memorandum~~requirement ~~and articles~~for ~~of association~~ (Ai) tocash ~~modify~~consideration ~~the~~to ~~substance~~be orpaid ~~timing of our obligation~~ to ~~allow~~the ~~redemption~~target inor ~~connection~~its ~~with~~owners, ~~our~~(ii) cash ~~initial~~for ~~business~~working ~~combination~~capital or toother ~~redeem~~general ~~100%~~corporate ofpurposes ~~our~~or ~~public~~(iii) the ~~shares~~retention ifof wecash ~~have~~to ~~not~~satisfy ~~consummated~~other anconditions. ~~initial~~In ~~business combination~~the ~~within~~event the ~~completion~~aggregate ~~window~~cash orconsideration ~~(B) with~~we ~~respect~~would tobe ~~any~~required ~~other~~to ~~material~~pay ~~provisions~~for ~~relating~~all toClass A ~~shareholders’~~ordinary ~~rights~~shares orthat ~~pre-initial~~are ~~business~~validly ~~combination~~submitted ~~activity~~for orredemption ~~(iii) if~~plus ~~they redeem~~any ~~their~~amount ~~respective~~required ~~shares~~to ~~for~~satisfy cash ~~upon~~conditions pursuant to the ~~completion~~terms of ~~our~~the proposed initial business combination. Inexceed nothe ~~other~~aggregate ~~circumstances~~amount ~~will a shareholder have any right or interest~~ of ~~any~~cash ~~kind~~available to orus, inwe ~~the~~will ~~trust~~not ~~account.~~complete In the ~~event we seek shareholder approval in connection with our~~ initial business combination, aor ~~shareholder’s~~redeem ~~voting~~any inshares, ~~connection~~and ~~with~~all ~~the~~Class A ~~business~~ordinary ~~combination~~shares ~~alone~~submitted ~~will~~for ~~not~~redemption ~~result~~will inbe areturned ~~shareholder’s~~to ~~redeeming~~the ~~its~~holders ~~shares~~thereof. toWe usmay, ~~for~~however, anraise ~~applicable~~funds ~~pro~~through ~~rata~~the ~~share~~issuance of ~~the trust~~equity- ~~account.~~linked ~~Such~~securities ~~shareholder~~or ~~must~~through ~~have~~loans, ~~also~~advances ~~exercised~~or ~~its~~other ~~redemption~~indebtedness ~~rights~~in ~~described~~connection ~~above.~~with ~~These~~our ~~provisions~~initial ofbusiness ~~our~~combination, ~~amended~~including ~~and~~pursuant ~~restated~~to ~~memorandum~~forward ~~and~~purchase ~~articles~~agreements ofor ~~association,~~backstop ~~like~~arrangements ~~all~~we ~~provisions~~may ofenter ~~our~~into, ~~amended~~in ~~and~~order ~~restated~~to, ~~memorandum~~among ~~and articles~~other ~~of association~~reasons, ~~may~~satisfy besuch ~~amended~~net ~~with~~tangible aassets ~~shareholder~~or ~~vote~~minimum cash requirements.

14Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

~~Table~~If we seek shareholder approval of ~~Contents~~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 memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other

~~Competition~~13

InTable identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. Contents

~~Conflicts~~person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of ~~Interest~~the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below) without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor~~However, ~~officers~~we orwould ~~directors,~~not orbe ~~completing~~restricting ~~the business combination through a joint venture or other form of shared ownership with~~ our ~~sponsor, officers~~shareholders’ orability ~~directors. In the event we seek~~ to ~~complete~~vote anall ~~initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee~~ of ~~independent~~their ~~directors,~~shares ~~would~~(including ~~obtain~~Excess anShares) ~~opinion~~for ~~from an independent investment banking firm that is a member of FINRA~~ or aagainst ~~valuation~~our ~~or appraisal firm that such an~~ initial business combination ~~is fair to our company from a financial point of view~~.

~~Certain~~Delivering ofShare ~~our~~Certificates ~~officers and directors presently has, and any of them~~ in ~~the~~Connection future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form 10-K. Further, in connection with ~~any business combination opportunity with a non-sports target, our sponsor may need to seek~~ the ~~approval~~Exercise of anRedemption ~~investor~~Rights committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

InAs ~~addition~~described above, ~~our~~we ~~sponsor~~intend ~~and~~to require our ~~officers~~public ~~and~~shareholders ~~directors~~seeking ~~may~~to ~~sponsor~~exercise their redemption rights, whether they are record holders or ~~form~~hold ~~other~~their ~~special~~shares ~~purpose~~in ~~acquisition~~“street ~~companies~~name,” ~~similar~~to, at the holder’s option, either deliver their share certificates to ~~ours~~our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s Deposit/Withdrawal At Custodian System (“DWAC”), prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may ~~pursue~~ ~~other~~be up to two business ordays ~~investment~~prior ~~ventures~~to ~~during~~the scheduled vote on the ~~period~~proposal to approve the initial business combination. In addition, if we conduct redemptions in ~~which~~connection with a shareholder vote, we ~~are~~intend to require a public shareholder seeking anredemption ~~initial~~of its public shares to also submit a written request for redemption to our transfer agent two business ~~combination.~~days ~~Any~~prior to the scheduled vote in which the name of the beneficial owner of such ~~companies,~~shares ~~businesses~~is included. The proxy materials or ~~investments~~tender ~~may~~offer ~~present~~documents, ~~additional~~as ~~conflicts~~applicable, that we will furnish to holders of ~~interest~~our public shares in ~~pursuing~~connection anwith our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

InThere ~~addition~~is toa ~~the~~nominal ~~above,~~cost ~~all~~associated ofwith ~~our~~the ~~executive~~above-referenced ~~officers~~process ~~have fiduciary~~ and ~~contractual~~the ~~duties~~act toof ~~RedBird~~certificating ~~and~~the toshares ~~certain companies~~or indelivering ~~which~~them ~~RedBird~~through ~~has invested~~DWAC. AsThe atransfer ~~result,~~agent ~~our officers~~ will ~~have~~typically acharge ~~duty~~the tobroker ~~offer~~submitting ~~acquisition~~or ~~opportunities~~tendering toshares ~~certain~~a ~~RedBird~~fee ~~funds~~of ~~before~~approximately ~~we can pursue such opportunities~~$80.00 ~~However,~~and weit dowould ~~not~~be ~~expect~~up ~~these duties~~ to ~~present~~the abroker ~~significant conflict~~whether ofor ~~interest with our search for an initial business combination. In addition, our executive officers are~~ not ~~required~~ to ~~commit~~pass ~~any~~this ~~specified~~cost ~~amount~~on ~~of time~~ to ~~our~~the ~~affairs,~~redeeming ~~and,~~holder. ~~accordingly~~However, ~~will~~this ~~have~~fee ~~conflicts~~would ofbe ~~interest~~incurred inregardless ~~allocating management~~of ~~time~~whether ~~among~~or ~~various~~not ~~business~~we ~~activities,~~require ~~including~~holders ~~identifying~~seeking ~~potential~~to ~~business~~exercise ~~combinations~~redemption ~~and~~rights ~~monitoring~~to ~~the~~submit ~~related~~or ~~due~~tender ~~diligence~~their shares. ~~Moreover,~~The ~~our~~need ~~executive~~to ~~officers~~deliver ~~have~~shares ~~time~~is ~~and~~a ~~attention~~requirement ~~requirements~~of ~~for~~exercising ~~private~~redemption ~~investment~~rights ~~funds~~regardless of ~~which~~ ~~affiliates~~the timing of ~~RedBird~~when ~~are~~such ~~the~~delivery ~~investment~~must ~~managers~~be effectuated.

15Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

~~Table~~If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of ~~Contents~~the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

~~RedBird manages several investment vehicles. Funds managed by RedBird or its affiliates may compete with us for acquisition opportunities.~~ If ~~these~~our ~~funds~~initial ~~decide~~proposed tobusiness ~~pursue~~combination ~~any~~is ~~such~~not ~~opportunity~~completed, we may becontinue precluded from pursuing such opportunities. In addition, investment ideas generated within RedBird, including by Gerald Cardinale and other persons who may make decisions for the company, may be suitable for both us and for a current or future RedBird fund and may be directed to ~~such~~try ~~investment vehicle rather than~~ to ~~us,~~complete ~~subject to applicable fiduciary duties. Neither RedBird nor members of our management team who are also employed by RedBird have any obligation to present us with any opportunity for~~ a ~~potential~~ business combination ofwith ~~which~~a ~~they~~different ~~become~~target ~~aware~~until ~~solely~~the inend ~~their capacities as officers or managing directors~~ of ~~RedBird.~~ ~~RedBird and/or our management, in their capacities as officers or managing directors of RedBird or in their other endeavors, may choose to present potential business combinations to~~ the ~~related~~completion ~~entities described above, current or future RedBird investment vehicles, or third parties, before they present such opportunities to us, subject to applicable fiduciary duties~~window. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We14 may pursue an acquisition opportunity jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition.

~~Human~~Table ~~Capital~~of Contents

WeRedemption ~~currently have three officers: Alec Scheiner, David Grochow and Luke Bornn. These individuals are not obligated to devote any specific number~~ of ~~hours~~Public toShares our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and ~~the~~Liquidation ~~stage~~if ofNo ~~the~~Initial ~~business~~Business ~~combination~~Combination ~~process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.~~

Our amended and restated memorandum and articles of association provide that we will have only the time of the completion window to complete our initial business combination. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

~~Periodic Reporting and Financial Information~~ 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) earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

WeOur sponsor, officers and directors have ~~registered~~entered ~~our~~into ~~units~~a letter agreement with us, ~~Class A~~pursuant ~~ordinary~~to ~~shares~~which ~~and~~they ~~warrants~~have ~~under~~waived their rights to liquidating distributions from the ~~Exchange~~trust ~~Act~~account ~~and~~with ~~have~~respect ~~reporting~~to ~~obligations,~~any ~~including~~founder ~~the requirement~~shares ~~that~~held by them if we ~~file~~fail ~~annual,~~to ~~quarterly~~complete ~~and~~our ~~current~~initial ~~reports~~business ~~with~~combination within the ~~SEC~~completion window. InHowever, ~~accordance~~if ~~with~~our ~~the~~sponsor ~~requirements~~or ofmanagement team acquire public shares in or after the ~~Exchange~~initial ~~Act~~public offering, ~~our~~they ~~annual~~will ~~reports~~be ~~will~~entitled ~~contain~~to ~~financial~~liquidating ~~statements~~distributions ~~audited~~from ~~and~~the ~~reported~~trust onaccount bywith ~~our~~respect ~~independent~~to ~~registered~~such public ~~accountants~~ shares if we fail to complete our initial business combination within the completion window.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an pre-initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a

~~We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes~~per-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. 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) earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

16Costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will need to be funded from amounts remaining out of funds held outside the trust account. Absent additional funding, or accommodations by our creditors, the funds are insufficient to the extent that there is any interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the

~~Table of Contents~~per-share

redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual

~~We have filed a Registration Statement on Form 8~~per-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. share

redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~We are~~Although awe ~~Cayman~~have ~~Islands~~sought ~~exempted~~and ~~company.~~continue ~~Exempted~~to ~~companies~~seek ~~are~~to ~~Cayman~~have ~~Islands~~all ~~companies conducting business mainly outside the Cayman Islands and~~vendors, asservice ~~such~~providers, ~~are~~prospective ~~exempted~~target ~~from~~businesses ~~complying with certain provisions of the Companies Act. As an exempted company, we have applied for~~ and ~~received~~other aentities ~~tax~~(other ~~exemption~~than ~~undertaking~~our ~~from~~independent ~~the~~registered ~~Cayman~~public ~~Islands~~accounting ~~government~~firm) ~~that, in accordance~~ with ~~Section 6~~which ofwe ~~the~~do ~~Tax~~business ~~Concessions~~execute ~~Act~~agreements ~~(As~~at ~~Revised) of~~ the ~~Cayman~~time ~~Islands, for a period~~ of 20their ~~years~~engagement ~~from~~waiving ~~the date of the undertaking, no law which is enacted in the Cayman Islands imposing~~ any ~~tax to be levied on profits~~right, ~~income~~title, ~~gains~~interest or ~~appreciations~~claim ~~will~~of ~~apply~~any tokind usin or ~~our operations and, in addition, that no tax~~ to beany ~~levied~~monies onheld ~~profits, income, gains or appreciations or which is~~ in the ~~nature~~trust ofaccount ~~estate~~for ~~duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of~~ the ~~withholding~~benefit ~~in whole or in part~~ of ~~a payment of dividend or other distribution of income or capital by us to~~ our ~~shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.~~

We15 are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

InTable ~~addition, Section 107~~ of ~~the~~ JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. Contents

Wepublic shareholders, not all have and there is no guarantee that in the future all such persons will ~~remain~~execute ansuch ~~emerging~~agreements ~~growth~~or ~~company~~even ~~until~~if they execute such agreements that they would be prevented from bringing claims against the ~~earlier~~trust account including but not limited to fraudulent inducement, breach of ~~(1)~~ fiduciary responsibility or other similar claims, as well as claims challenging the ~~last~~enforceability ~~day~~of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the ~~fiscal~~company ~~year~~under (the circumstances. Examples of possible instances where we may engage a~~) following~~ third party that refuses to execute a waiver include the ~~fifth anniversary~~engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, and the ~~completion~~underwriters of the initial public offering, ~~(b)~~ have not executed agreements with us waiving such claims to the monies held in ~~which~~the wetrust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have ~~total~~in ~~annual~~the ~~gross~~future ~~revenue~~as a result of, ator ~~least~~arising ~~$1.07 billion~~out of, any negotiations, contracts or ~~(c) in~~agreements ~~which~~with weus ~~are~~and ~~deemed~~will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a ~~large~~vendor ~~accelerated~~for ~~filer~~services rendered or products sold to us, or a prospective target business with which ~~means~~we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the ~~market~~amount ~~value~~of funds in the trust account to below the lesser of ~~our~~ ~~Class~~(i) $10.00 per public share and (ii) Athe ~~ordinary~~actual ~~shares~~amount ~~that~~per ~~are~~public share held byin ~~non-affiliates~~the ~~exceeds~~trust ~~$700 million~~account as of the ~~prior~~date ~~June~~of ~~30th~~the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (2whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the ~~date~~underwriters onof ~~which~~the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have ~~issued~~not ~~more~~asked ~~than~~our $1sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.~~0 billion~~ inTherefore, ~~non-convertible~~we ~~debt~~cannot ~~during~~assure ~~the~~you ~~prior~~that ~~three-year~~our ~~period~~sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Available Information~~ per-share

redemption price will not be less than $10.00 per share.

We ~~are~~will ~~required~~seek to ~~file~~reduce ~~Annual~~the ~~Reports~~possibility onthat ~~Form~~our ~~10-K~~sponsor ~~and~~will ~~Quarterly~~have ~~Reports~~to onindemnify ~~Form~~the ~~10-Q~~trust ~~with~~account ~~the~~due ~~SEC~~to onclaims aof ~~regular~~creditors ~~basis~~by endeavoring to have all vendors, ~~and~~service ~~are~~providers, ~~required~~prospective totarget ~~disclose~~businesses ~~certain~~or ~~material~~other ~~events~~entities (~~e.g.,~~other ~~changes~~than inour ~~corporate~~independent ~~control~~registered public accounting firm) with which we do business execute agreements with us waiving any right, ~~acquisitions~~title, interest or ~~dispositions~~claim of aany ~~significant~~kind ~~amount~~in ofor ~~assets~~to ~~other~~monies ~~than~~held in the ~~ordinary~~ ~~course~~trust account. Our sponsor will also not be liable as to any claims under our indemnity of ~~business~~the ~~and~~underwriters ~~bankruptcy)~~of inthe ainitial ~~Current~~public ~~Report~~offering onagainst ~~Form~~certain ~~8-K~~liabilities, including liabilities under the Securities Act. ~~The~~As ~~SEC~~of ~~maintains~~December 31, an2021, ~~Internet~~we ~~website~~had ~~that~~access ~~contains~~to ~~reports~~up to approximately $1,850,000 ~~proxy~~from ~~and~~the ~~information~~proceeds ~~statements~~of ~~and~~the ~~other~~sale ~~in-formation~~of ~~regarding~~the ~~issuers~~private ~~that~~placement ~~file~~warrants ~~electronically~~with which to pay any such potential claims (including costs and expenses incurred in connection with ~~the~~our ~~SEC.~~liquidation, ~~The~~currently ~~SEC’s~~estimated ~~Internet~~to ~~website~~be isno ~~located~~more atthan ~~http://www~~approximately $100,000).~~sec.gov.~~ In ~~addition,~~ the ~~company~~event ~~will~~that ~~provide~~we ~~copies~~liquidate ofand ~~these~~it ~~documents~~is ~~without~~subsequently ~~charge upon~~determined ~~request~~that ~~from~~the usreserve infor ~~writing~~claims atand ~~667~~liabilities ~~Madison~~is ~~Avenue~~insufficient, ~~16th~~shareholders ~~Floor,~~who ~~New~~received ~~York,~~funds NYfrom ~~10065~~our ortrust byaccount ~~telephone~~could atbe ~~(212)~~liable ~~235-1000~~for claims made by creditors.

1716

Table of Contents

~~ITEM~~If 1Awe file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. ~~RISK~~To ~~FACTORS~~the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

An investment in our securities involves a high degree of risk. The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline. These risks are discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following: pre-initial

business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

•Competition ~~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.~~

•In Ifidentifying, evaluating and selecting a ~~forward~~target ~~purchase~~business ~~party~~for ~~withholds~~our ~~its~~initial ~~consent~~business ~~confirming~~combination, ~~its~~we ~~commitment~~may encounter competition from other entities having a business objective similar to ~~purchase~~ours, ~~all~~including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or ~~some~~through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the ~~forward~~acquisition ~~purchase~~of ~~shares~~a target business. Furthermore, weour obligation to pay cash in connection with our public shareholders who exercise their redemption rights may ~~decide~~reduce ~~not~~the resources available to ~~consummate~~us for our initial business combination and our outstanding warrants, orand ifthe wefuture ~~decide~~dilution tothey potentially represent, wemay not be viewed favorably by certain target businesses. Either of these factors may ~~lack~~place ~~sufficient~~us ~~funds~~at toa ~~consummate~~competitive ~~our~~disadvantage in successfully negotiating an initial business combination.

•Conflicts ~~Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise~~ of ~~your~~Interest ~~right to redeem your shares from us for cash.~~

•We Ifare wenot ~~seek~~prohibited ~~stockholder~~from ~~approval~~pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination, with a target that is affiliated with our ~~initial~~sponsor, ~~stockholders~~officers ~~and~~or ~~management~~directors, ~~team~~we, ~~have~~or ~~agreed~~a tocommittee ~~vote~~of inindependent ~~favor~~directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination, ~~regardless~~is offair ~~how~~to our ~~public~~company ~~shareholders~~from ~~vote~~a financial point of view.

•Certain ~~The~~of ~~ability~~our officers and directors presently has, and any of ~~our~~them ~~public~~in ~~shareholders~~the future may have additional, fiduciary or contractual obligations to ~~redeem~~other ~~their~~entities ~~shares~~pursuant ~~for~~to ~~cash~~which ~~may~~such ~~make~~officer ~~our~~or ~~financial~~director ~~condition~~is ~~unattractive~~or will be required to ~~potential~~present a business combination ~~targets~~opportunity. Accordingly, ~~which~~if ~~may~~any ~~make~~of itour ~~difficult~~officers or directors becomes aware of a business combination opportunity which is suitable for usan entity to ~~enter~~which ~~into~~he aor she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination ~~with~~opportunity ato ~~target~~such other entity subject to their fiduciary duties under Cayman Islands law. We expect that if an

•17 Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets.

•Table ~~The~~of requirement that we complete our initial business combination within the completion window 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 shareholders.Contents

opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. Such other entities would include investment funds of RedBird. For more information on the entities to which our officers and directors currently have fiduciary or contractual obligations, please refer to “Conflicts of Interest” in Item 10 of this Annual Report on Form

• We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate10-K.

Further, in connection with any business combination opportunity with a

• If we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.non-sports

target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Such entities may include investment funds of RedBird. Any such entity may

• You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.co-invest

•In ~~The~~addition, ~~NYSE~~our ~~may~~sponsor ~~delist~~and our ~~securities~~officers ~~from~~and ~~trading~~directors onmay ~~its~~sponsor ~~exchange,~~or ~~which~~form ~~could~~other ~~limit~~special ~~investors’~~purpose ~~ability~~acquisition companies similar to ~~make~~ours ~~transactions~~or may pursue other business or investment ventures during the period in ~~our~~which ~~securities~~we ~~and~~are ~~subject~~seeking usan toinitial business combination. Any such companies, businesses or investments may present additional ~~trading~~conflicts ~~restrictions~~of interest in pursuing an initial business combination.

•In ~~You~~addition to the above, all of our executive officers have fiduciary and contractual duties to RedBird and to certain companies in which RedBird has invested. As a result, our officers will have a duty to offer acquisition opportunities to certain RedBird funds before we can pursue such opportunities. However, we do not beexpect ~~entitled~~these duties to ~~protections~~present ~~normally~~a ~~afforded~~significant conflict of interest with our search for an initial business combination. In addition, our executive officers are not required to ~~investors~~commit any specified amount of ~~many~~time ~~other~~to ~~blank~~our ~~check~~affairs, ~~companies~~and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our executive officers have time and attention requirements for private investment funds of which affiliates of RedBird are the investment managers.

•RedBird ~~Because~~manages ofseveral ~~our~~investment ~~limited~~vehicles. ~~resources~~Funds ~~and~~managed ~~the~~by ~~significant~~RedBird ~~competition~~or ~~for~~its ~~business~~affiliates ~~combination~~may compete with us for acquisition opportunities. If these funds decide to pursue any such opportunity, itwe may be ~~more~~precluded ~~difficult~~from pursuing such opportunities. In addition, investment ideas generated within RedBird, including by Gerald Cardinale and other persons who may make decisions for the company, may be suitable for both us and for a current or future RedBird fund and may be directed to ~~complete~~such ~~our~~investment ~~initial~~vehicle ~~business~~rather ~~combination~~than to us, subject to applicable fiduciary duties. IfNeither weRedBird nor members of our management team who are ~~unable~~also employed by RedBird have any obligation to ~~complete~~present ~~our~~us ~~initial~~with any opportunity for a potential business combination, ~~our~~of ~~public~~which ~~shareholders~~they ~~may~~become ~~receive~~aware ~~only~~solely in their ~~pro~~capacities ~~rata~~as ~~portion~~officers or managing directors of ~~the~~RedBird. ~~funds~~RedBird and/or our management, in ~~the~~their ~~trust~~capacities ~~account~~as ~~that~~officers ~~are~~or ~~available~~managing ~~for~~directors ~~distribution~~of RedBird or in their other endeavors, may choose to ~~public~~present ~~shareholders~~potential business combinations to the related entities described above, current or future RedBird investment vehicles, or third parties, before they present such opportunities to us, subject to applicable fiduciary duties. Our amended and ~~our~~restated ~~warrants~~memorandum and articles of association will ~~expire~~provide ~~worthless~~that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We may pursue an acquisition opportunity jointly with one or more entities affiliated with RedBird and/or one or more investors in funds managed by RedBird. Any such parties may

~~• Certain RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.~~co-invest

with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition.

18Human Capital

~~Table~~We currently have three officers: Alec Scheiner, David Grochow and Luke Bornn. These individuals are not obligated to devote any specific number of ~~Contents~~hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period varies based on the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

•18 If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate at least until the end of the completion window, 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 and to complete our initial business combination.

•Table Ifof we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our trust account.Contents

•Periodic ~~The~~Reporting ~~grant of registration rights to our initial shareholders~~ and ~~holders~~Financial ofInformation our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

•We ~~Past~~have ~~performance~~registered by our ~~management team~~units, ~~RedBird~~Class A ordinary shares and ~~their~~warrants ~~affiliates,~~under ~~including~~the ~~investments~~Exchange Act and ~~transactions~~have inreporting ~~which~~obligations, ~~they~~including ~~have~~the ~~participated~~requirement that we file annual, quarterly and ~~businesses~~current reports with ~~which~~the ~~they~~SEC. ~~have~~In ~~been~~accordance ~~associated~~with the requirements of the Exchange Act, ~~may~~our ~~not~~annual bereports ~~indicative~~will ofcontain ~~future~~financial ~~performance~~statements ofaudited anand ~~investment~~reported inon ~~the~~by ~~company~~our independent registered public accountants.

• We ~~are~~will ~~not~~provide ~~required~~shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to ~~obtain~~shareholders anto ~~opinion~~assist ~~from~~them anin ~~independent~~assessing ~~investment~~the ~~banking~~target ~~firm~~business. In all likelihood, these financial statements will need to be prepared in accordance with, or ~~from~~reconciled ato, ~~valuation~~generally accepted accounting principles in the United States of America (“GAAP”) or ~~appraisal~~international ~~firm~~financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), ~~and~~depending ~~consequently~~on the circumstances, ~~you~~and the historical financial statements may ~~have~~be norequired ~~assurance~~to ~~from~~be anaudited ~~independent~~in ~~source~~accordance ~~that~~with the ~~price~~standards weof ~~are~~the ~~paying~~Public ~~for~~Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business iscombination ~~fair~~with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our ~~shareholders~~initial ~~from~~business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial ~~point~~statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of ~~view~~potential business combination candidates, we do not believe that this limitation will be material.

•We ~~Our~~are ~~officers~~required ~~and~~to ~~directors~~evaluate ~~will~~our ~~allocate~~internal ~~their~~control ~~time~~procedures tofor ~~other~~the ~~businesses~~fiscal ~~thereby~~year ~~causing~~ending ~~conflicts~~December 31, 2021 as required by the Sarbanes-Oxley Act of ~~interest~~2002 (the “Sarbanes-Oxley Act”). Only in ~~their~~the ~~determination~~event aswe are deemed to ~~how~~be ~~much~~a ~~time~~large toaccelerated ~~devote~~filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our ~~affairs~~internal control procedures audited. ~~This~~A ~~conflict~~target business may not be in compliance with the provisions of ~~interest~~the ~~could~~Sarbanes-Oxley ~~have~~Act aregarding ~~negative~~adequacy ~~impact~~of ontheir ~~our~~internal ~~ability~~controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete ~~our~~any ~~initial~~such business combination.

We filed a Registration Statement on Form

• Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.8-A

with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

•We ~~Our~~are ~~executive~~a ~~officers~~Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, ~~directors~~as such, ~~security~~are ~~holders~~exempted ~~and~~from ~~their~~complying ~~respective~~with ~~affiliates~~certain ~~may~~provisions of the Companies Act. As an exempted company, we have ~~competitive~~applied ~~pecuniary~~for ~~interests~~and received a tax exemption undertaking from the Cayman Islands government that, ~~conflict~~in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our ~~interests~~operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

• We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

•19 We may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of RedBird and/or one or more investors in funds managed by RedBird. This may result in conflicts of interest as well as dilutive issuances of our securities.

•Table Since our sponsors, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict of ~~interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.~~Contents

•In ~~Our~~addition, ~~management~~Section 107 ~~may~~of ~~not~~the beJOBS ~~able~~Act toalso ~~maintain~~provides ~~control~~that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) ~~target~~of ~~business~~the ~~after~~Securities ~~our~~Act ~~initial~~for ~~business~~complying ~~combination~~with new or revised accounting standards. ~~Upon~~In ~~the~~other ~~loss~~words, ofan ~~control~~“emerging growth company” can delay the adoption of acertain ~~target~~accounting ~~business,~~standards ~~new~~until ~~management~~those ~~may~~standards ~~not~~would ~~possess~~otherwise ~~the~~apply ~~skills,~~to ~~qualifications~~private orcompanies. ~~abilities~~We ~~necessary~~intend to ~~profitably~~take ~~operate~~advantage ~~such~~of ~~business~~the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by

~~• The other risks and uncertainties disclosed in this Annual Report on Form 10~~non-K.affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

19 non-convertible

debt during the prior three-year period.

~~Table~~Available ofInformation ~~Contents~~

We are required to file Annual Reports on Form

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, including the financial statements, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

and Quarterly Reports on Form

~~We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~ 10-Q

with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form

~~We are a blank check company incorporated under the laws of the Cayman Islands with no operating results~~8-K. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

The SEC maintains an Internet website that contains reports, proxy and information statements and other

~~Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate~~ in ~~such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.~~ -formation

regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the company will provide copies of these documents without charge upon request from us in writing at 667 Madison Avenue, 16th Floor, New York, NY 10065 or by telephone at (212)

We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements235-1000. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.

In20 evaluating a prospective target business for our initial business combination, our management may consider the availability of funds from the sale of the forward purchase shares, which may be used as part of the consideration to the sellers in the initial business combination. If a forward purchase party withholds its consent confirming its commitment to purchase all or some of the forward purchase shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination.

WeTable ~~have entered into forward purchase agreements pursuant to which the forward purchase parties have agreed to purchase an aggregate~~ of ~~$100 million~~ of forward purchase shares for $10.00 per share in private placements that will close simultaneously with the closing of our initial business combination. The funds from the sale of the forward purchase shares are expected to be used as part of the consideration to the sellers in our initial business combination, and to pay expenses in connection with our initial business combination and may be used for working capital in the post-transaction company. Contents

~~The obligations under the forward purchase agreements will not depend on whether any public stockholders elect to redeem their shares in connection with our initial business combination~~ITEM 1A. ~~However,~~RISK if the sale of the forward purchase shares does not close, for example, by reason of the failure of each forward purchase party to fund the purchase price for its forward purchase shares, we may lack sufficient funds to consummate our initial business combinationFACTORS. Each forward purchase party’s obligation to purchase the forward purchase shares will, among other things, be conditioned on each forward purchase party giving us its irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors’ intention to meet to consider entering into a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board. Accordingly, if each forward purchase party does not consent, or if the initial business combination is not approved by a majority of our board and a majority of the independent directors of our board, each forward purchase party would not be obligated to purchase any forward purchase shares. In addition, we have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements.

20An investment in our securities involves a high degree of risk. The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

~~Table~~• ofWe ~~Contents~~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.

~~Additionally,~~• ~~each~~If a forward purchase party’s ~~obligations~~withholds toits ~~purchase~~consent ~~the~~confirming ~~forward purchase~~its ~~shares~~commitment ~~will be subject~~ to ~~termination~~purchase ~~prior~~all toor ~~the~~some ~~closing~~ of the ~~sale of such shares by mutual written consent of us and each~~ forward purchase ~~party~~shares, ~~or automatically: (i) if our initial business combination is not consummated within the completion window or (ii) if~~ we ~~become~~may ~~subject~~decide ~~to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is~~ not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of us or each forward purchase party, in each case which is not removed, withdrawn or terminated within 60 days after such appointment. In addition, each forward purchase party’s obligations to ~~purchase~~consummate ~~the forward purchase shares will be subject to fulfillment of customary closing conditions, including that~~ our initial business combination ~~must be consummated substantially concurrently with the purchase of the forward purchase shares. In the event of any such failure to fund by each forward purchase party~~, ~~any obligation is so terminated~~ or ~~any~~if ~~such~~we ~~condition~~decide ~~is not satisfied and not waived by such party~~to, we may ~~not~~lack besufficient ~~able to obtain additional~~ funds to ~~account~~consummate ~~for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for~~ our initial business combination ~~or for working capital of the post-business combination company~~.

~~Your~~• ~~only~~If ~~opportunity~~we toseek ~~effect~~shareholder ~~your~~approval ~~investment~~of ~~decision~~our ~~regarding~~initial ~~a potential~~ business combination, ~~may~~our beinitial ~~limited~~shareholders and management team have agreed to ~~the exercise~~vote in favor of ~~your~~such ~~right~~initial tobusiness ~~redeem~~combination, ~~your~~regardless ~~shares~~of ~~from~~how usour ~~for~~public ~~cash.~~shareholders vote.

At• ~~the~~The ~~time~~ability of ~~your~~our ~~investment~~public inshareholders ~~us, you will not be provided with an opportunity~~ to ~~evaluate~~redeem ~~the~~their ~~specific~~shares ~~merits~~for orcash ~~risks~~may ofmake our ~~initial~~financial ~~business~~condition ~~combination.~~unattractive ~~Since~~to ~~our~~potential ~~board of directors may complete a~~ business combination ~~without seeking shareholder approval~~targets, ~~public~~which ~~shareholders~~ may ~~not~~make ~~have~~it ~~the~~difficult ~~right~~for ~~or opportunity~~us to ~~vote~~enter oninto ~~the~~a business combination, ~~unless~~with wea ~~seek such shareholder vote~~target. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

If• weWe ~~seek~~may ~~shareholder~~not ~~approval~~be ofable to complete our initial business combination within the completion window, ~~our~~in ~~initial~~which ~~shareholders~~case ~~and~~we ~~management~~would ~~team~~cease ~~have~~all ~~agreed~~operations toexcept ~~vote~~for inthe ~~favor~~purpose of ~~such initial~~winding ~~business~~up ~~combination,~~and ~~regardless~~we ofwould ~~how~~redeem our public ~~shareholders~~shares ~~vote.~~and liquidate.

~~Immediately~~• ~~following~~You ~~the~~will ~~completion~~not ofhave ~~the~~any ~~initial public~~rights ~~offering,~~or ~~our~~interests ~~initial~~in ~~shareholders~~funds ~~owned 20% of our issued and outstanding ordinary shares. Our initial shareholders and management team also may~~ from ~~time~~the totrust ~~time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provides that~~account, ifexcept ~~we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive the approval of an ordinary resolution~~ under ~~Cayman~~certain ~~Islands~~limited ~~law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, including the founder shares~~circumstances. ~~As a result~~Therefore, ~~in addition~~ to ~~our~~liquidate ~~initial shareholders’~~your ~~founder shares~~investment, weyou ~~would~~may ~~need 21,562,501 or 37.5% of the 57,500,000 public shares sold in the initial public offering to~~ be ~~voted~~forced ~~in favor of an initial business combination in order~~ to ~~have~~sell ~~our~~your ~~initial~~public ~~business combination approved (assuming all issued and outstanding~~ shares ~~are~~or ~~voted). Accordingly~~warrants, ifpotentially weat ~~seek~~a shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the approval of an ordinary resolution, being the requisite shareholder approval for such initial business combinationloss.

• The ~~ability~~NYSE ofmay delist our ~~public~~securities ~~shareholders~~from totrading ~~redeem~~on ~~their~~its ~~shares~~exchange, ~~for~~which ~~cash~~could ~~may~~limit ~~make~~investors’ ~~our~~ability ~~financial condition unattractive~~ to ~~potential~~make ~~business~~transactions ~~combination targets,~~in ~~which~~our ~~may~~securities ~~make~~and itsubject ~~difficult for~~ us to ~~enter~~additional ~~into~~trading ~~a business combination with a target~~restrictions.

We• ~~may~~You ~~seek~~will to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be ~~able~~entitled to ~~meet~~protections ~~such~~normally ~~closing~~afforded ~~condition and, as a result, would not be able~~ to ~~proceed~~investors with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of ~~these~~many ~~risks~~other ~~and,~~blank ~~thus,~~check ~~may be reluctant to enter into a business combination transaction with us~~companies.

21• 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 shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~Table~~• ofCertain ~~Contents~~RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

~~The~~• ~~ability~~If the net proceeds of ~~our~~the initial public ~~shareholders~~offering toand ~~exercise~~the ~~redemption~~sale ~~rights~~of ~~with~~the ~~respect~~private toplacement awarrants ~~large~~not ~~number~~being ~~of our~~held ~~shares~~in ~~may~~the ~~not~~trust account are insufficient to allow us to ~~complete~~operate at least until the ~~most~~end ~~desirable~~of the completion window, 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 ~~optimize~~management team to fund our ~~capital~~search ~~structure.~~and to complete our initial business combination.

At• the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If ~~our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,~~ we ~~will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares~~ are ~~submitted~~unable ~~for redemption than we initially expected, we may need~~ to ~~restructure~~consummate the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. Inwithin ~~addition,~~ the ~~amount~~completion of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptionswindow, ~~the amount held in trust will continue to reflect~~ our ~~obligation~~public toshareholders ~~pay the entire deferred underwriting commissions. The above considerations~~ may ~~limit~~be ~~our~~forced ~~ability~~ to ~~complete~~wait ~~the~~beyond ~~most desirable~~such ~~business~~completion ~~combination~~window ~~available~~before toredemption usfrom ~~or optimize~~ our ~~capital~~trust ~~structure~~account.

~~Our~~• ~~search~~The ~~for~~grant aof ~~business~~registration ~~combination,~~rights ~~and~~to ~~any~~our ~~target~~initial ~~business~~shareholders ~~with which~~and weholders ~~ultimately~~of ~~consummate~~our aprivate ~~business~~placement ~~combination,~~warrants may bemake ~~materially~~it ~~adversely~~more ~~affected~~difficult byto ~~the~~complete ~~recent~~our ~~coronavirus~~initial ~~(COVID-19)~~business ~~outbreak~~combination, and the ~~status~~future exercise of ~~debt~~such ~~and~~rights ~~equity~~may ~~markets,~~adversely asaffect ~~well~~the asmarket ~~protectionist legislation~~price inof our ~~target~~Class ~~markets.~~A ordinary shares.

In• ~~December~~Past ~~2019,~~performance aby ~~novel~~our ~~strain~~management ~~of coronavirus was reported to have surfaced~~team, ~~which~~RedBird ~~has~~ and ~~is continuing~~their ~~to spread throughout the world~~affiliates, including ~~the~~investments United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Health and ~~Human~~transactions ~~Services Secretary at the time, Alex M. Azar II, declared a public health emergency for the United States to aid the U.S. healthcare community~~ in ~~responding~~which tothey ~~COVID-19,~~have ~~and~~participated ~~on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. This outbreak of COVID-19 has resulted in a widespread health crisis that has~~ and ~~may~~businesses ~~continue to adversely affect the economies and financial markets worldwide, and the business of any potential target business~~ with which ~~we may~~they consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have ~~meetings~~been ~~with potential investors or the target company’s personnel~~associated, ~~vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target markets~~ may ~~develop~~not and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19 impacts our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be ~~predicted, including~~indicative ~~new information which may emerge concerning the severity~~ of ~~COVID-19~~future ~~and~~performance ~~the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters~~ of ~~global concern continue for~~ an ~~extensive~~investment ~~period of time, and result~~ in ~~protectionist sentiments and legislation in our target markets, our ability to consummate a business combination, or~~ the ~~operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected~~company. ~~In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events.~~

~~The~~• ~~ability~~We ofare ~~our~~not ~~public shareholders~~required to ~~exercise~~obtain ~~redemption~~an ~~rights~~opinion ~~with~~from ~~respect~~an toindependent ainvestment ~~large~~banking ~~number~~firm ofor ~~our~~from ~~shares~~a ~~could~~valuation ~~increase~~or ~~the~~appraisal ~~probability~~firm, ~~that~~and ~~our~~consequently, ~~initial~~you ~~business~~may ~~combination~~have ~~would~~no beassurance ~~unsuccessful~~from ~~and~~an independent source that ~~you~~the ~~would~~price ~~have~~we toare ~~wait~~paying for ~~liquidation~~the inbusiness ~~order~~is fair to ~~redeem your~~our ~~shares.~~shareholders from a financial point of view.

If21 our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

22Table of Contents

~~Table~~• Our officers and directors will allocate their time to other businesses thereby causing conflicts of ~~Contents~~interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~The~~• ~~requirement~~Our ~~that~~officers weand ~~complete~~directors ~~our~~presently ~~initial~~have, ~~business~~and ~~combination~~any ~~within~~of ~~the~~them ~~completion window may give potential target businesses leverage over us~~ in ~~negotiating~~the afuture ~~business combination and~~ may ~~limit~~have ~~the~~additional, ~~time~~fiduciary weor ~~have~~contractual inobligations ~~which~~ to ~~conduct~~other ~~due~~entities ~~diligence~~and, ~~on potential business combination targets~~accordingly, inmay ~~particular~~have asconflicts weof ~~approach~~interest ~~our~~in ~~dissolution~~determining ~~deadline, which could undermine our ability~~ to ~~complete~~which ~~our~~entity ~~initial~~a particular business ~~combination~~opportunity onshould ~~terms~~be ~~that would produce value for our shareholders~~presented.

~~Any~~• ~~potential~~Our ~~target~~executive ~~business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently~~officers, ~~such target business may obtain leverage over us in negotiating a business combination~~directors, ~~knowing~~security ~~that~~holders ifand wetheir dorespective ~~not~~affiliates ~~complete~~may ~~our~~have ~~initial~~competitive ~~business~~pecuniary ~~combination~~interests ~~with~~ that ~~particular target~~conflict ~~business, we may be unable to complete our initial business combination~~ with ~~any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into~~ our ~~initial business combination on terms that we would have rejected upon a more comprehensive investigation~~interests.

• We may ~~not~~engage bein ~~able~~a ~~to complete our initial~~ business combination ~~within~~with ~~the~~one ~~completion~~or ~~window,~~more intarget ~~which~~businesses ~~case~~that wehave ~~would~~relationships ~~cease~~with ~~all~~entities ~~operations~~that ~~except~~may ~~for~~be ~~the~~affiliated ~~purpose~~with ofour ~~winding~~sponsor, upofficers, ~~and~~directors weor ~~would~~existing ~~redeem~~holders ~~our~~which ~~public~~may ~~shares~~raise ~~and~~potential ~~liquidate.~~conflicts of interest.

• We may ~~not~~acquire ~~be able to find~~ a ~~suitable~~ target business ~~and~~through ~~complete~~an ~~our~~Affiliated ~~initial~~Joint ~~business~~Acquisition ~~combination~~with ~~within~~one ~~the~~or ~~completion~~more ~~window.~~affiliates ~~Our~~of ~~ability to~~RedBird ~~complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital~~ and/or ~~debt~~one ~~markets~~or and the other risks described herein. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more ~~than~~investors ~~ten business days thereafter, redeem the public shares, at a per-share price, payable~~ in ~~cash,~~funds ~~equal~~managed toby ~~the~~RedBird. ~~aggregate~~This ~~amount~~may ~~then~~result ~~on deposit~~ in ~~the~~conflicts ~~trust~~of ~~account, including~~ interest (which interest shall be net of taxes payable and up to $100,000 to pay dissolution expenses) earned on funds in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as ~~shareholders~~ ~~(including~~well ~~the right to receive further liquidation distributions, if any) and (iii)~~ as ~~promptly~~dilutive asissuances ~~reasonably possible following such redemption, subject to the approval~~ of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable lawsecurities.

If• weSince ~~seek~~our ~~shareholder~~sponsors, ~~approval~~executive ofofficers ~~our~~and ~~initial~~directors ~~business~~will ~~combination,~~lose ~~our~~their ~~sponsor,~~entire investment in us if our initial ~~shareholders,~~business ~~directors,~~combination ~~officers,~~is ~~advisors~~not ~~and~~completed ~~their~~(other ~~affiliates may~~than ~~elect~~with respect to ~~purchase~~public shares orthey ~~public~~may ~~warrants~~acquire), ~~from~~a ~~public~~conflict ~~shareholders,~~of ~~which~~interest may ~~influence~~arise ain ~~vote~~determining onwhether a ~~proposed~~particular business combination ~~and~~target ~~reduce~~is ~~the~~appropriate ~~public~~for ~~“float” of~~ our ~~Class A~~initial ~~ordinary~~business ~~shares~~combination.

If• weOur ~~seek~~management ~~shareholder~~may ~~approval of our initial business combination and we do~~ not ~~conduct~~be ~~redemptions~~able ~~in connection with our initial business combination pursuant~~ to ~~the~~maintain ~~tender~~control ~~offer~~of ~~rules,~~a ~~our~~target ~~sponsor,~~business ~~directors,~~after ~~officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of~~ our initial business combination~~, although they are under no obligation to do so~~. ~~There~~Upon ~~is no limit on~~ the ~~number~~loss of ~~shares~~control ~~our~~of ~~initial~~a ~~shareholders,~~target ~~directors~~business, ~~officers,~~new ~~advisors~~management ~~or their affiliates~~ may ~~purchase~~not inpossess ~~such transactions, subject to compliance with applicable law and~~ the ~~NYSE rules. However~~skills, ~~they~~qualifications ~~have no current commitments, plans~~ or ~~intentions~~abilities tonecessary ~~engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used~~ to ~~purchase~~profitably ~~shares~~operate ~~or public warrants in~~ such ~~transactions~~business. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In• the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The ~~purpose~~other ofrisks ~~any such purchases of shares could be to (i) vote such shares in favor of the business combination~~ and ~~thereby~~uncertainties ~~increase~~disclosed ~~the likelihood of obtaining shareholder approval of the business combination or (ii) reduce the number of public shares redeemed to enable the company to satisfy a closing condition~~ in anthis ~~agreement~~Annual ~~with~~Report a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met due to redemptions by holders of public shares. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on ~~any~~ ~~matters~~Form ~~submitted to the warrantholders for approval in connection with our initial business combination~~10-K. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~In addition~~10-K, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

including the financial statements, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

23Following the consummation of the Business Combination, our only significant asset will be our ownership interest in New SeatGeek and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

~~Table~~Following the consummation of ~~Contents~~the Business Combination, we will have no direct operations and no significant assets other than our ownership of SeatGeek. The SeatGeek equity holders, the directors and officers of SeatGeek and the and their respective affiliates will become shareholders of the post-combination company at that time. We will depend on SeatGeek for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our common stock. The financial condition and operating requirements of SeatGeek may limit our ability to obtain cash from SeatGeek. The earnings from, or other available assets of SeatGeek may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

IfThe aability ~~shareholder~~of ~~fails~~SeatGeek to ~~receive~~make ~~notice~~distributions, ofloans ~~our~~and ~~offer~~other payments to ~~redeem~~us ~~our~~for ~~public~~the ~~shares~~purposes indescribed ~~connection~~above ~~with~~and ~~our initial~~for ~~business~~any ~~combination~~other purpose may be limited by credit agreements to which SeatGeek is party from time to time, including existing loans and security agreements, and will be subject to the negative covenants set forth therein. Any loans or ~~fails~~other extensions of credit to ~~comply~~us ~~with~~from SeatGeek will be permitted only to the ~~procedures~~extent ~~for~~there ~~submitting~~is oran ~~tendering~~applicable ~~its~~exception ~~shares~~to the investment covenants under these credit agreements. Similarly, ~~such~~any ~~shares~~dividends, ~~may~~distributions ~~not~~or similar payments to us from SeatGeek will be ~~redeemed~~permitted only to the extent there is an applicable exception to the dividends and distributions covenants under these credit agreements.

We ~~will~~are ~~comply~~a ~~with~~blank ~~the~~check ~~proxy~~company ~~rules or tender offer rules, as applicable, when conducting redemptions in connection~~ with ~~our~~no ~~initial~~operating ~~business combination.~~history ~~Despite~~and ~~our~~no ~~compliance with these rules~~revenues, ifand athose ~~shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware~~ of the ~~opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business~~ post-combination ~~will~~company describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may bediffer upsignificantly tofrom ~~two business days prior to~~ the ~~scheduled~~unaudited ~~vote~~pro onforma ~~the~~financial ~~proposal~~data to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. ~~In the event that a shareholder fails to comply with these or any other procedures disclosed~~ in the ~~proxy~~registration ~~or tender offer materials, as applicable, its shares may not be redeemed~~statement.

~~You~~We ~~will~~are ~~not~~a ~~have~~blank ~~any~~check ~~rights~~company orincorporated ~~interests~~under inthe ~~funds~~laws ~~from~~of the ~~trust~~Cayman ~~account,~~Islands ~~except~~with ~~under~~no ~~certain~~operating ~~limited circumstances~~results. ~~Therefore,~~Because towe ~~liquidate~~lack ~~your investment~~an operating history, you ~~may~~have beno ~~forced~~basis toupon ~~sell~~which ~~your~~to ~~public~~evaluate ~~shares~~our orability ~~warrants,~~to ~~potentially~~achieve atour abusiness ~~loss.~~objective

~~Our~~22 public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~The~~Table ~~NYSE~~of ~~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.~~ Contents

~~Our~~of ~~units,~~completing ~~Class A ordinary shares and warrants are listed on the NYSE. We cannot assure you that~~ our ~~securities will continue to be listed on the NYSE in the future or prior to our~~ initial business combination. InWe ~~order~~have tono ~~continue~~plans, ~~listing~~arrangements ~~our~~or ~~securities~~understandings onwith ~~the~~any ~~NYSE~~prospective ~~prior~~target ~~to our initial~~ business ~~combination,~~ weconcerning ~~must maintain certain financial, distribution and share price levels. Generally, we must maintain~~ a ~~minimum~~business ~~amount~~combination ~~in shareholders’ equity (generally $2,500,000)~~ and amay ~~minimum~~be ~~number~~unable ofto ~~holders~~complete of our ~~securities (generally 300 public holders). Additionally, in connection with our~~ initial business combination,. If we ~~will~~fail ~~be required~~ to ~~demonstrate~~complete ~~compliance~~our ~~with the NYSE’s~~ initial ~~listing~~business ~~requirements~~combination, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $4.0 million. We cannot assure you that we will benever ~~able~~generate toany ~~meet~~operating ~~those initial listing requirements at that time~~revenues.

The Registration Statement on Form

~~If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over~~S-~~the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~ 4/A

to be filed with the SEC and mailed to our shareholders in connection with our extraordinary meeting in lieu of annual meeting to be held to allow shareholders to vote upon the Business Combination will include unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations of the post-combination company combine the historical audited results of operations of the company for the year ended December 31, 2021, with the historical audited results of operations of SeatGeek for the year ended December 31, 2021, respectively, and give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021. The unaudited pro forma condensed combined balance sheet of the post-combination company combine the historical balance sheets of the company as of December 31, 2021 and of SeatGeek as of December 31, 2021 and give pro forma effect to the Business Combination as if it had been consummated on January 1, 2021.

•The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited ~~availability~~historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of ~~market~~the ~~quotations~~results ~~for~~of ~~our~~operations ~~securities;~~and financial position that would have been achieved had the Business Combination and the acquisitions of SeatGeek been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document.

•We ~~reduced~~have ~~liquidity~~identified ~~for~~a material weakness in our ~~securities;~~internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

•Our amanagement ~~determination~~is ~~that~~responsible ~~our~~for ~~Class~~establishing Aand ~~ordinary~~maintaining ~~shares~~adequate ~~are~~internal acontrol ~~“penny~~over ~~stock”~~financial ~~which~~reporting ~~will~~designed ~~require~~to ~~brokers~~provide ~~trading~~reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in ~~our~~accordance ~~Class~~with AGAAP. ~~ordinary~~Our ~~shares~~management is likewise required, on a quarterly basis, to ~~adhere~~evaluate the effectiveness of our internal controls and to ~~more~~disclose ~~stringent~~any ~~rules~~changes and ~~possibly~~material ~~result~~weaknesses identified through such evaluation in those internal controls. A material weakness is a ~~reduced~~deficiency, ~~level~~or ofa ~~trading~~combination ~~activity~~of deficiencies, in ~~the~~internal ~~secondary~~control ~~trading~~over ~~market~~financial ~~for~~reporting, such that there is a reasonable possibility that a material misstatement of our ~~securities;~~annual or interim financial statements will not be prevented or detected on a timely basis.

As described in the Amendment No. 1 to the Annual Report on Form

~~• a limited amount of news and analyst coverage; and~~10-K

filed by us on May 21, 2021, we identified a material weakness in our internal control over financial reporting related to the accounting related to the warrants we issued in connection with our initial public offering in August 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional

~~• a decreased ability to issue additional securities or obtain additional financing~~ paid-in ~~the future.~~

capital, accumulated deficit and related financial disclosures for the as of and for the period from June 10, 2020 (inception) through December 31, 2020, as of September 30, 2020, for the three months ended September 30, 2020, and the period from June 10, 2020 (inception) through September 30, 2020. This material weakness has been remediated.

As described elsewhere in the Amendment No. 2 to the Annual Report on Form

24 10-K

filed by us on December 13, 2021, we identified a material weakness in our internal control over financial reporting related to the company’s application of ASC

~~Table of Contents~~480-10-S99-3A

to its accounting classification of the public shares. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 and 2020. Historically, a portion of the public shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to the company’s

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants are listed on the NYSE, and, as a result, are “covered securities.” Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. re-evaluation

of the company’s application of ASC

~~You will not be entitled to protections normally afforded to investors of many other blank check companies.~~ 480-10-S99-3A

to its accounting classification of the public shares, the company’s management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption

~~Since~~23 the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial public offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

IfTable ~~we seek shareholder 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 shareholders are deemed to hold in excess of 20% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 20% of our Class A ordinary shares. Contents

limitation contained in the Charter. For a discussion of management’s consideration of the material weakness identified related to the company’s application of ASC

If we seek shareholder 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 memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering (such shares, the “Excess Shares”). However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. 480-10-S99-3A

to its accounting classification of the Public Share, see Part II, Item 9A: Controls and Procedures included in this Annual Report.

To respond to this material weakness, we devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting related to the Warrants we issued in connection with the August 2020 initial public offering, see Part II, Item 9A: Controls and Procedures included in this filing on Form

~~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~~10-K. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeAny ~~expect~~failure to ~~encounter~~maintain ~~competition~~such ~~from~~internal ~~other~~control ~~entities~~could ~~having~~adversely aimpact ~~business~~our ~~objective~~ability ~~similar~~ to ~~ours,~~report ~~including~~our ~~private~~financial ~~investors~~position ~~(which~~and ~~may~~results ~~be individuals~~from oroperations ~~investment~~on ~~partnerships),~~a ~~other~~timely ~~blank check companies~~ and ~~other~~accurate ~~entities, domestic and international, competing for the types of businesses we intend to acquire~~basis. ~~Many~~If ofour ~~these~~financial ~~individuals~~statements ~~and entities~~ are ~~well-established~~not ~~and~~accurate, ~~have extensive~~investors ~~experience~~may innot ~~identifying~~have ~~and~~a ~~effecting,~~complete ~~directly~~understanding ~~or indirectly, acquisitions~~ of ~~companies~~our ~~operating in or providing services to various industries~~operations. ~~Many of these competitors possess similar or greater technical~~Likewise, ~~human~~if ~~and other resources to ours or more local industry knowledge than we do and~~ our financial ~~resources~~statements ~~will~~are benot ~~relatively~~filed ~~limited~~on ~~when~~a ~~contrasted~~timely ~~with~~basis, ~~those of many of these competitors. While~~ we ~~believe there are numerous target businesses we~~ could ~~potentially~~be ~~acquire with~~subject ~~the net proceeds of the initial public offering and the sale of the private placement warrants, our ability~~ to ~~compete~~sanctions ~~with~~or ~~respect~~investigations ~~to the acquisition of certain target businesses that are sizable will be limited~~ by ~~our available financial resources. This inherent competitive limitation gives others an advantage in pursuing~~ the ~~acquisition~~stock ofexchange ~~certain~~on ~~target~~which ~~businesses. Furthermore, we are obligated to offer holders of~~ our ~~public~~ordinary shares ~~the~~are ~~right~~listed, ~~to redeem their shares for cash at~~ the ~~time~~ ofSEC ~~our initial business combination in conjunction with a shareholder vote~~ or ~~via~~other aregulatory ~~tender offer~~authorities. ~~Target~~In ~~companies~~either ~~will~~case, bethere ~~aware~~could ~~that~~result ~~this~~a ~~may~~material ~~reduce~~adverse ~~the~~effect ~~resources~~on ~~available to us for~~ our ~~initial~~ business ~~combination~~. ~~Any~~Ineffective ofinternal ~~these~~controls ~~obligations may~~could ~~place~~also uscause atinvestors ato ~~competitive~~lose ~~disadvantage~~confidence in ~~successfully negotiating a business combination. If we are unable to complete~~ our ~~initial~~reported ~~business~~financial ~~combination~~information, ~~our~~which ~~public~~could ~~shareholders~~have ~~may~~a ~~receive~~negative ~~only~~effect ~~their~~on ~~pro~~the ~~rata~~trading ~~portion~~price of ~~the funds in the trust account that are available for distribution to public shareholders, and~~ our ~~warrants will expire worthless~~stock.

25We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

~~Table~~Our warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of ~~Contents~~our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

We account for our Warrants as derivative warrant liabilities. At each reporting period (1) the accounting treatment of the Warrants will be

~~Certain RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.~~ re-

evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

~~RedBird,~~If ~~which~~we ~~owns~~do annot ~~interest~~consummate inthe ~~our~~Business ~~sponsor,~~Combination ~~currently invests~~ and ~~plans~~pursue toanother ~~continue~~initial tobusiness ~~invest~~combination, ~~third-party~~our ~~capital~~public inshareholders ~~a wide variety of investment opportunities globally. There~~ may not be ~~overlap~~afforded ofan ~~investment~~opportunity ~~opportunities~~to ~~with~~vote ~~RedBird~~on ~~entities~~ that ~~are~~business ~~actively~~combination. ~~investing~~Even ~~and~~in ~~similar~~circumstances ~~overlap~~where ~~with~~we ~~future RedBird~~hold ~~entities.~~a ~~This~~vote, ~~overlap~~holders ~~could create conflicts~~ of ~~interest.~~our Infounder ~~particular,~~shares ~~investment~~will ~~opportunities~~participate ~~that~~in ~~may~~such ~~otherwise~~vote, bewhich ~~suitable~~means ~~for~~we us may ~~not~~complete ~~be presented to us by RedBird or~~ our ~~sponsor.~~initial ~~This~~business ~~overlap~~combination ~~could~~even ~~also~~though ~~create conflicts in determining to which entity~~ a ~~particular~~majority ~~investment~~of ~~opportunity~~our ~~should~~public beshareholders ~~presented.~~do ~~These conflicts may~~ not besupport ~~resolved~~such ~~in our favor and~~ a ~~potential target business may be presented to another entity prior to its presentation to us~~combination.

~~Certain~~If ~~members~~we ofdo ~~our~~not ~~management~~consummate ~~team~~the Business Combination and pursue another initial business combination, we may choose not to hold a shareholder vote to approve that business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be ~~involved~~made by us, solely in our discretion, and ~~have~~will be based on a ~~greater~~variety ~~financial~~of ~~interest~~factors, insuch as the ~~performance~~timing of ~~other~~the ~~RedBird~~transaction ~~entities,~~ and ~~such activities~~whether ~~may~~the ~~create~~terms ~~conflicts~~of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of ~~interest~~our founder shares will participate in ~~making~~the ~~decisions~~vote on such approval. Accordingly, we may complete our ~~behalf~~initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.

~~Certain~~24 members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to RedBird and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other RedBird entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other RedBird entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities.

IfTable ~~the net proceeds~~ of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the completion window, 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 and to complete our initial business combination. Contents

OfIf ~~the~~a ~~net~~forward ~~proceeds~~purchase ofparty ~~the~~withholds ~~initial~~its ~~public~~consent ~~offering,~~confirming ~~approximately~~its ~~$1,850,000~~commitment ~~was made available~~ to uspurchase ~~initially~~all ~~outside~~or ~~the~~some ~~trust account to fund our working capital requirements. We believe that the funds available to us outside~~ of the ~~trust~~forward ~~account~~purchase ~~will be sufficient to allow us to operate at least until the end of the completion window; however~~shares, we ~~cannot~~may ~~assure~~lack ~~you~~sufficient ~~that our estimate is accurate. Of the~~ funds ~~available~~ to ~~us,~~consummate ~~we could use a portion of the funds available to us to pay fees to consultants to assist us with~~ our ~~search~~initial ~~for a target~~ business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination~~, although we do not have any current intention to do so~~. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

IfWe wehave ~~are~~entered ~~required~~into forward purchase agreements pursuant to ~~seek~~which ~~additional~~the ~~capital,~~forward wepurchase ~~would~~parties ~~need~~have agreed to ~~borrow~~purchase ~~funds~~an ~~from~~aggregate ~~our~~of ~~sponsor,~~$100 million ~~management~~of ~~team~~forward ~~or other~~purchase ~~third~~shares ~~parties~~for to$10.00 ~~operate~~per orshare ~~may~~in beprivate ~~forced~~placements tothat ~~liquidate.~~will ~~Neither~~close ~~our sponsor~~simultaneously, ~~members~~subject ofto ~~our~~their ~~management~~subsequent ~~team~~consent, ~~nor~~with ~~any~~the closing of ~~their~~our ~~affiliates~~initial isbusiness ~~under~~combination. ~~any~~Each ~~obligation~~forward topurchase ~~advance~~party ~~funds~~elected not to usconfirm inits ~~such~~commitment ~~circumstances.~~in ~~Any~~connection ~~such~~with ~~advances~~our ~~would~~proposed beBusiness ~~repaid only~~Combination. ~~from~~Each ~~funds~~forward ~~held~~purchase ~~outside~~party’s ~~the~~obligation ~~trust~~to ~~account~~purchase orforward ~~from~~purchase ~~funds~~shares ~~released~~is toconditioned uson ~~upon~~each ~~completion~~forward ofpurchase ~~our~~party ~~initial~~giving ~~business~~us ~~combination.~~its Upirrevocable towritten ~~$1,500,000~~consent ofconfirming ~~such~~its ~~loans~~commitment ~~may~~to bepurchase ~~convertible~~the ~~into~~forward ~~private~~purchase ~~placement~~shares ~~warrants~~no oflater ~~the~~than ~~post-business~~five ~~combination entity~~days atafter awe ~~price~~notify it of ~~$1.50~~our ~~per~~board ~~warrant~~of atdirectors’ ~~the~~intention ~~option~~to ofmeet ~~the~~to ~~lender.~~consider ~~Such~~entering ~~warrants~~into ~~would~~a bedefinitive ~~identical~~agreement tofor ~~the~~a ~~private~~proposed ~~placement~~business ~~warrants.~~combination ~~Prior~~and toon ~~the~~a ~~completion~~requirement ofthat ~~our~~such initial business combination, weis doapproved ~~not~~by ~~expect~~a tomajority ~~seek~~of ~~loans~~our ~~from~~board ~~parties~~and ~~other than~~a ~~our~~majority ~~sponsor~~of orthe anindependent ~~affiliate~~directors of our ~~sponsor~~board. asAccordingly, weif doeach ~~not~~forward ~~believe~~purchase ~~third~~party ~~parties~~does ~~will~~not beconsent, ~~willing~~or toif ~~loan~~the ~~such~~initial ~~funds~~business ~~and~~combination ~~provide~~is not approved by a ~~waiver~~majority ~~against~~of ~~any~~our board and ~~all~~a ~~rights~~majority toof ~~seek~~the ~~access~~independent todirectors ~~funds~~of in our ~~trust~~board, ~~account.~~each Ifforward wepurchase ~~are~~party ~~unable~~would not be obligated to ~~complete~~purchase ~~our initial~~any ~~business~~forward ~~combination~~purchase ~~because~~shares. If we do not ~~have~~consummate ~~sufficient~~the ~~funds~~Business ~~available to us~~Combination, wepursue ~~will~~another beinitial ~~forced~~business tocombination, ~~cease operations~~ and ~~liquidate~~ the ~~trust~~forward ~~account.~~purchase ~~Consequently,~~parties ~~our~~elect ~~public~~not ~~shareholders~~to ~~may~~confirm ~~only~~their ~~receive~~commitment anin ~~estimated~~connection ~~$10.00~~with ~~per~~that ~~share,~~proposed ~~or possibly~~business ~~less~~combination, onwe ~~our~~may ~~redemption~~lack ofsufficient ~~our~~funds ~~public~~to ~~shares,~~consummate ~~and~~that ~~our~~business ~~warrants will expire worthless~~combination.

26Additionally, each forward purchase party’s obligations to purchase the forward purchase shares will be subject to termination prior to the closing of the sale of such shares by mutual written consent of us and each forward purchase party, or automatically: (i) if our initial business combination is not consummated within the completion window or (ii) if we become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of us or each forward purchase party, in each case which is not removed, withdrawn or terminated within 60 days after such appointment. In addition, each forward purchase party’s obligations to purchase the forward purchase shares will be subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated substantially concurrently with the purchase of the forward purchase shares. In the event of any such failure to fund by each forward purchase party, any obligation is so terminated or any such condition is not satisfied and not waived by such party, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for our initial business combination or for working capital of the post-business combination company.

~~Table~~The ability of ~~Contents~~our public shareholders 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.

~~Subsequent~~At tothe ~~our~~time ~~completion~~we ofentered into an agreement for our ~~initial~~proposed ~~business~~Business ~~combination~~Combination, we ~~may~~did benot ~~required~~know tohow ~~take~~many ~~write-downs or~~shareholders ~~write-offs,~~may ~~restructuring~~exercise ~~and~~their ~~impairment~~redemption orrights, ~~other~~and ~~charges~~therefore ~~that~~will ~~could~~need ~~have~~to astructure ~~significant~~the ~~negative~~transaction ~~effect~~based on our ~~financial~~expectations ~~condition~~(and if we were to enter into an agreement for an alternate initial business combination, ~~results~~we will not know) as to the number of ~~operations~~shares ~~and~~that will be submitted for redemption. If our ~~share~~initial ~~price,~~business ~~which~~combination ~~could~~agreement ~~cause~~requires ~~you~~us to ~~lose~~use ~~some~~a portion of the cash in the trust account to pay the purchase price, or ~~all~~requires ofus ~~your~~to ~~investment.~~have a minimum amount

~~Even~~25 if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

IfTable ~~third~~of ~~parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.~~ Contents

of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than

~~Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek~~ one-to have all vendors, service providers, prospective target businesses and other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. -one

basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, including SeatGeek and the proposed Business Combination, may be materially adversely affected by the recent coronavirus

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to this Annual Report on Form 10-K, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (iCOVID-19) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

outbreak and the status of debt and equity markets, as well as protectionist legislation in our target markets.

This outbreak of

27 COVID-19

has resulted, and other infectious diseases could result, in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and may materially and adversely affect the business of SeatGeek, or in the event the Business Combination is not consummated, the business of any potential target business with which we may consummate a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to

~~Table of Contents~~COVID-19

restrict travel or limit the ability to have meetings with potential investors or the target company’s personnel or if vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. In addition, countries or supranational organizations in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which

~~The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per~~COVID-~~share redemption amount received by public shareholders may be less than $10.00 per share.~~ 19

impacts our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2aCOVID-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. 19

and the actions to contain

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. COVID-19

or treat its impact, among others. If the disruptions posed by

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share. COVID-19

or other matters of global concern continue for an extensive period of time, and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by

~~We may not have sufficient funds to satisfy indemnification claims of our directors and officers.~~ COVID-19

and other events.

WeThe ~~have~~ability ~~agreed~~of ~~to indemnify~~ our ~~officers~~public ~~and~~shareholders ~~directors~~ to ~~the~~exercise ~~fullest~~redemption ~~extent~~rights ~~permitted~~with byrespect ~~law.~~to ~~We also have purchased~~ a ~~policy~~large number of ~~directors’~~ ~~and officers’ liability insurance that insures~~ our ~~officers~~shares ~~and~~could ~~directors~~increase ~~against~~ the ~~cost~~probability ofthat ~~defense, settlement or payment of a judgment in some circumstances and insures us against~~ our obligations to indemnify our officers and directors. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. ~~Our~~would ~~obligation~~be tounsuccessful ~~indemnify our officers~~ and ~~directors~~that ~~may~~you ~~discourage~~would ~~shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may~~ have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to ~~the~~wait ~~extent~~for weliquidation ~~pay~~in ~~the~~order ~~costs of settlement and damage awards against our officers and directors pursuant~~ to ~~these~~redeem ~~indemnification~~your ~~provisions~~shares.

28If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing (which is the case in our pending Business Combination Agreement), the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

~~Table~~26 ~~of Contents~~

~~If,~~Table after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of ~~our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.~~ Contents

If, ~~after~~ we ~~distribute~~ ~~the~~do ~~proceeds~~not inconsummate the ~~trust~~Business ~~account to our public shareholders~~Combination, wethe ~~file~~requirement ~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us~~ that iswe ~~not~~complete ~~dismissed,~~our ~~any~~initial ~~distributions~~business ~~received~~combination bywithin ~~shareholders~~the ~~could~~completion bewindow ~~viewed~~would ~~under applicable~~give ~~debtor/creditor~~potential ~~and/or~~target ~~bankruptcy~~businesses ~~laws~~leverage asover ~~either~~us ain ~~“preferential~~negotiating ~~transfer” or~~ a ~~“fraudulent~~business ~~conveyance.”~~combination Asand alimit ~~result,~~the atime ~~bankruptcy~~we ~~court~~have ~~could~~in ~~seek~~which to ~~recover~~conduct ~~some~~due ordiligence ~~all~~on ~~amounts~~potential ~~received~~business bycombination ~~our shareholders. In addition~~targets, ~~our~~in ~~board~~particular ~~of directors may be viewed~~ as ~~having~~we ~~breached~~approach ~~its fiduciary duty to~~ our ~~creditors~~dissolution ~~and/or having acted in bad faith~~deadline, ~~thereby~~which ~~exposing~~could ~~itself~~undermine ~~and~~our usability to ~~claims~~complete ofour ~~punitive~~initial ~~damages,~~business bycombination ~~paying~~on ~~public~~terms ~~shareholders~~that ~~from~~would ~~the~~produce ~~trust account~~value ~~prior~~for toour ~~addressing the claims of creditors~~shareholders.

If, ~~before~~we ~~distributing~~do ~~the~~not ~~proceeds~~consummate in the ~~trust~~Business ~~account~~Combination, toany ~~our~~potential ~~public~~target ~~shareholders,~~business with which we ~~file~~enter into negotiations concerning a ~~bankruptcy~~ ~~petition~~business orcombination anwill ~~involuntary~~be ~~bankruptcy~~aware ~~petition~~that iswe ~~filed~~must ~~against~~complete usour ~~that~~initial isbusiness ~~not~~combination ~~dismissed,~~within the ~~claims~~completion ofwindow. ~~creditors~~Consequently, in such ~~proceeding~~target business may ~~have~~obtain ~~priority~~leverage over ~~the~~us ~~claims~~in ofnegotiating a business combination, knowing that if we do not complete our ~~shareholders~~initial ~~and~~business ~~the per-share~~combination ~~amount~~with that ~~would~~particular ~~otherwise~~target business, we may be ~~received~~unable byto complete our ~~shareholders~~initial inbusiness ~~connection~~combination with ~~our~~any ~~liquidation~~target business. This risk will increase as we get closer to the timeframe described above. In addition, we may behave ~~reduced~~limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

~~If,~~We ~~before~~may ~~distributing~~not ~~the~~be ~~proceeds~~able ~~in the trust account~~ to complete our ~~public~~initial ~~shareholders,~~business wecombination ~~file~~within ~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,~~ the ~~proceeds~~completion ~~held in the trust account could be subject to applicable bankruptcy law~~window, ~~and may be included~~ in ~~our~~which ~~bankruptcy~~case ~~estate~~we ~~and~~would ~~subject~~cease toall ~~the~~operations ~~claims~~except offor ~~third parties with priority over~~ the ~~claims~~purpose of ~~our~~winding ~~shareholders.~~up Toand ~~the~~we ~~extent any bankruptcy claims deplete the trust account, the per-share amount that~~ would ~~otherwise~~redeem ~~be received by~~ our ~~shareholders~~public inshares ~~connection~~and ~~with our liquidation may be reduced~~liquidate.

We may not complete the Business Combination by the expiration of the completion window. Additionally, if our Business Combination Agreement is terminated, we may not be able to find a suitable replacement target business and complete our initial business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. 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 up to $100,000 to pay dissolution expenses) earned on funds in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

If wea ~~are~~shareholder ~~deemed~~fails to bereceive annotice ~~investment~~of ~~company~~our ~~under~~offer to redeem our public shares in connection with our initial business combination, or fails to comply with the ~~Investment~~procedures ~~Company~~for ~~Act~~submitting or tendering its shares, ~~our~~such ~~activities~~shares may not be ~~restricted,~~redeemed. ~~including:~~

•We ~~restrictions~~will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the ~~nature~~proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our ~~investments;~~transfer ~~and~~agent two business days prior to the scheduled vote in

•27 ~~restrictions on the issuance of securities,~~

•Table ~~each~~ of ~~which may make it difficult for us to complete our initial business combination.~~Contents

which the name of the beneficial owner of such shares is included. In ~~addition,~~the weevent ~~may~~that ~~have~~a ~~imposed~~shareholder ~~upon~~fails usto ~~burdensome~~comply ~~requirements~~with these or any other procedures disclosed in the proxy or tender offer materials, ~~including:~~as applicable, its shares may not be redeemed.

•You ~~registration~~will asnot anhave any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, ~~company;~~you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

~~• adoption of a specific form of corporate structure; and~~pre-initial

business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•Because ~~reporting,~~we ~~record~~have ~~keeping,~~no ~~voting~~current plans to pay cash dividends on ordinary shares for the foreseeable future, ~~proxy~~you ~~and~~may ~~disclosure~~not ~~requirements~~receive ~~and~~any ~~other~~return ~~rules~~on ~~and~~investment ~~regulations~~unless you sell your ordinary shares for a price greater than that which you paid for them.

InWe ~~order~~may ~~not~~retain tofuture beearnings, ~~regulated~~if asany, anfor ~~investment~~future ~~company~~operations, ~~under~~expansion ~~the~~and ~~Investment~~debt ~~Company~~repayment ~~Act,~~and ~~unless~~have weno ~~can~~current ~~qualify~~plans to pay any cash dividends for ~~an exclusion,~~the weforeseeable ~~must~~future. ~~ensure~~Any ~~that~~decision weto ~~are~~declare ~~engaged~~and ~~primarily~~pay individends as a ~~business~~public ~~other~~company ~~than~~in ~~investing,~~the ~~reinvesting~~future orwill ~~trading~~be ofmade ~~securities~~at ~~and~~the ~~that~~discretion ~~our~~of ~~activities~~the docompany’s ~~not~~board ~~include~~of ~~investing,~~directors ~~reinvesting,~~and ~~owning,~~will ~~holding~~depend oron, ~~trading~~among ~~“investment securities”~~other ~~constituting~~things, ~~more~~our ~~than~~results ~~40%~~ of ~~our~~operations, ~~assets~~financial ~~(exclusive~~condition, ofcash ~~U.S.~~requirements, ~~government~~contractual ~~securities~~restrictions and ~~cash~~other ~~items)~~factors onthat anthe ~~unconsolidated~~board ~~basis~~of directors may deem relevant. ~~Our~~In ~~business~~addition, isour ability to ~~identify~~pay ~~and~~dividends ~~complete~~may abe ~~business~~limited ~~combination~~by ~~and~~covenants ~~thereafter~~of toany ~~operate~~existing ~~the post-transaction~~and ~~business~~future oroutstanding ~~assets~~indebtedness ~~for~~we ~~the~~or ~~long~~our ~~term~~subsidiaries incur. WeAs doa ~~not~~result, ~~plan~~you tomay ~~buy~~not ~~businesses~~receive orany ~~assets~~return ~~with~~on aan ~~view~~investment toin ~~resale~~the orcompany’s ~~profit~~ordinary ~~from~~shares ~~their~~unless ~~resale.~~you Wesell doyour ~~not~~ordinary ~~plan~~shares tofor ~~buy~~a ~~unrelated~~price ~~businesses~~greater orthan ~~assets~~that orwhich toyou bepaid afor ~~passive investor~~them.

WeThe doNYSE ~~not~~may ~~believe~~delist ~~that~~ our ~~principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government~~ securities” ~~within~~from ~~the~~trading meaning of Section 2 (a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on ~~buying~~its ~~and selling businesses in the manner of a merchant bank or private equity fund)~~exchange, wewhich ~~intend~~could tolimit ~~avoid~~investors’ ~~being~~ability ~~deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest~~ to ~~occur~~make oftransactions ~~either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted~~ in ~~connection with a shareholder vote to amend~~ our ~~amended~~securities and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject tous ~~the Investment Company Act. If we were deemed~~ to ~~be subject to the Investment Company Act, compliance with these~~ additional ~~regulatory~~trading ~~burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination~~restrictions. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

29Our units, Class A ordinary shares and warrants are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $4.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an

~~Table of Contents~~over-the-counter

market. If this were to occur, we could face significant material adverse consequences, including:

~~Changes~~• ~~in laws or regulations, or~~ a ~~failure~~limited toavailability ~~comply~~of ~~with~~market ~~any~~quotations ~~laws~~for ~~and regulations, may adversely affect~~ our ~~business, including our ability to negotiate and complete our initial business combination, and results of operations.~~ securities;

~~We are~~• ~~subject~~reduced toliquidity ~~laws~~for and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. securities;

If28 we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond such completion window before redemption from our trust account.

IfTable ~~we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the trust account, including interest (which interest shall be net~~ of taxes payable and up to $100,000 to pay dissolution expenses) earned on the funds held in the trust account and not previously released to us to pay our taxes, will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Companies Act”). In that case, investors may be forced to wait beyond the completion window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination. Contents

~~Our~~• ~~shareholders~~a ~~may~~determination bethat ~~held~~our ~~liable~~Class ~~for~~A ~~claims~~ordinary byshares ~~third~~are ~~parties~~a ~~against~~“penny usstock” which will require brokers trading in our Class A ordinary shares to ~~the~~adhere ~~extent~~to ofmore ~~distributions~~stringent ~~received~~rules byand ~~them~~possibly ~~upon~~result ~~redemption~~in a reduced level of ~~their~~trading ~~shares.~~ activity in the secondary trading market for our securities;

If• we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a ~~result,~~limited aamount liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of ~~creditors.~~news ~~We cannot assure you that claims will not be brought against us for these reasons. We~~ and ~~our~~analyst ~~directors~~coverage; and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

We• ~~may~~a ~~not~~decreased ~~hold~~ability anto ~~annual~~issue ~~general~~additional ~~meeting~~securities ~~until~~or ~~after~~obtain ~~the~~additional ~~consummation~~financing ofin ~~our initial business combination, which could delay~~ the ~~opportunity for our shareholders to appoint directors~~future.

InThe ~~accordance~~National ~~with~~Securities ~~the~~Markets ~~NYSE~~Improvement ~~corporate~~Act ~~governance~~of ~~requirements~~1996, we ~~are~~which ~~not~~is ~~required~~a tofederal ~~hold~~statute, anprevents ~~annual~~or ~~general~~preempts ~~meeting~~the ~~until~~states ~~one~~from ~~year~~regulating ~~after~~the ~~our~~sale ~~first~~of ~~fiscal~~certain ~~year~~securities, ~~end~~which ~~following~~are ~~our~~referred ~~listing~~to as “covered securities.” Our units, Class A ordinary shares and warrants are listed on the NYSE, and, as a result, are “covered securities.” ~~There~~Although isthe nostates ~~requirement~~are ~~under~~preempted from regulating the ~~Companies~~sale ~~Act~~of ~~for~~our ussecurities, tothe ~~hold~~federal ~~annual~~statute ordoes ~~general~~allow ~~meetings~~the states to ~~appoint~~investigate ~~directors. Until~~companies weif ~~hold~~there anis ~~annual~~a ~~general~~suspicion ~~meeting~~of fraud, ~~public~~and, ~~shareholders~~if ~~may~~there ~~not~~is bea ~~afforded~~finding of fraudulent activity, then the ~~opportunity~~states tocan ~~appoint~~regulate ~~directors~~or ~~and~~bar tothe ~~discuss~~sale ~~company~~of ~~affairs~~covered ~~with~~securities ~~management~~in a particular case. ~~Our~~While ~~board~~we are not aware of ~~directors~~a isstate ~~divided~~having ~~into~~used ~~three~~these ~~classes~~powers ~~with~~to ~~only~~prohibit ~~one~~or ~~class~~restrict the sale of ~~directors~~ ~~being~~securities ~~appointed~~issued inby ~~each~~blank ~~year~~check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and ~~each~~might ~~class~~use ~~(except~~these ~~for~~powers, ~~those~~or ~~directors~~threaten ~~appointed~~to ~~prior~~use these powers, to ~~our~~hinder ~~first~~the ~~annual~~sale ~~general~~of ~~meeting)~~securities ~~serving~~of ablank ~~three-year~~check ~~term.~~companies Inin ~~addition~~their states. Further, asif ~~holders~~we ofwere ~~our~~no ~~Class A~~longer ~~ordinary~~listed ~~shares~~on the NYSE, our ~~public~~securities ~~shareholders will~~would not ~~have~~be covered securities under the ~~right~~statute toand ~~vote~~we onwould ~~the~~be ~~appointment~~subject ofto ~~directors~~regulation ~~until~~in ~~after~~each ~~the~~state ~~consummation~~in ofwhich ~~our~~we ~~initial~~offer ~~business~~our ~~combination~~securities.

30Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, key members of our management team have limited experience managing a public company.

~~Table~~As a public company, we incur substantial legal, accounting, and other expenses. For example, we are subject to the reporting requirements of ~~Contents~~the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC, and the listing standards of the New York Stock Exchange. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. We are also required to maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these rules and regulations as an operating company after our initial business combination will continue to increase our legal and financial compliance costs, and increase demand on our systems. In addition, as a public company, we may be subject to shareholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

Many members of our management team, and SeatGeek’s management team, have limited or no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. After our initial business combination, our management team may not successfully or efficiently manage the transition of our combination partner to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituencies on and for our combination partner’s business will require significant attention from senior management and could divert their attention away from the

~~You will not be permitted~~ day-to ~~exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.~~ -day

management of our business, which could adversely affect our business, financial condition, and results of operations.

IfYou the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to ~~exercise~~protections ~~such~~normally ~~warrants~~afforded ~~and~~to ~~such~~investors ~~warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part~~ of amany ~~purchase~~other ofblank ~~units~~check ~~will have paid the full unit purchase price solely for the Class A ordinary shares included in the units~~companies.

Since the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form

~~We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However~~8-K, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means that we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial public offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

If29 the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

InTable ~~no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance~~ of ~~the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.~~ Contents

If ~~our~~we ~~Class A~~seek ~~ordinary~~shareholder ~~shares~~approval ~~are at the time~~ of ~~any~~our ~~exercise~~initial ofbusiness acombination ~~warrant~~and ~~not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act,~~ we ~~may,~~do ~~at our option,~~ not ~~permit~~conduct ~~holders~~redemptions ofpursuant ~~warrants who seek~~ to ~~exercise~~the ~~their~~tender ~~warrants~~offer torules, ~~do so for cash~~ and, ~~instead, require~~if ~~them~~you toor ~~do so on~~ a ~~cashless~~“group” ~~basis in accordance with Section 3(a)(9)~~ of ~~the~~shareholders ~~Securities~~are ~~Act;~~deemed ~~in the event we so elect, we will not be required~~ to ~~file~~hold ~~or maintain~~ in ~~effect~~excess aof ~~registration~~20% ~~statement~~of orour ~~register~~Class A orordinary ~~qualify the~~ shares ~~underlying the warrants under applicable state securities laws~~, ~~and~~you ~~in the event we do not so elect, we~~ will ~~use~~lose ~~our~~the ~~best~~ability ~~efforts~~ to ~~register~~redeem orall ~~qualify~~such ~~the~~ shares ~~underlying~~in ~~the~~excess ~~warrants~~of ~~under~~20% ~~applicable~~of ~~state~~our ~~securities~~Class A ~~laws~~ordinary ~~to the extent an exemption is not available~~shares.

InIf nowe ~~event~~seek ~~will~~shareholder approval of our initial business combination and we bedo ~~required~~not conduct redemptions in connection with our initial business combination pursuant to ~~net~~the ~~cash~~tender ~~settle~~offer ~~any~~rules, ~~warrant~~our amended and restated memorandum and articles of association provides that a public shareholder, ortogether ~~issue~~with ~~securities~~any (affiliate of such shareholder or any other ~~than~~person ~~upon~~with whom such shareholder is acting in concert or as a ~~cashless~~ ~~exercise~~“group” (as ~~described~~defined ~~above~~under Section 13 of the Exchange Act), orwill ~~other~~be ~~compensation~~restricted infrom ~~exchange~~seeking ~~for~~redemption rights with respect to more than an aggregate of 20% of the ~~warrants~~shares sold in the ~~event~~initial ~~that~~public offering (such shares, the “Excess Shares”). However, we ~~are~~would ~~unable~~not be restricting our shareholders’ ability to ~~register~~vote orall ~~qualify~~of ~~the~~their shares ~~underlying~~(including Excess Shares) for or against our initial business combination. Your inability to redeem the ~~warrants~~Excess ~~under~~Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the ~~Securities~~Excess ~~Act~~Shares orif ~~applicable~~we ~~state~~complete ~~securities~~our ~~laws~~initial business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~You~~Because ~~may~~of ~~only~~our limited resources and the significant competition for business combination opportunities, it may be ~~able~~more todifficult ~~exercise~~for ~~your~~us ~~public~~to ~~warrants~~complete onour ainitial ~~“cashless~~business ~~basis”~~combination. ~~under~~If ~~certain~~we ~~circumstances,~~are ~~and~~unable ifto ~~you~~complete doour soinitial business combination, ~~you~~our ~~will~~public shareholders may receive ~~fewer Class A~~only ~~ordinary~~their ~~shares~~pro ~~from~~rata ~~such~~portion ~~exercise~~of ~~than~~the iffunds ~~you~~in ~~were~~the trust account that are available for distribution to ~~exercise~~public ~~such~~shareholders, and our warrants ~~for~~will ~~cash~~expire worthless.

~~The~~We ~~warrant~~expect ~~agreement~~to ~~provides that~~encounter incompetition ~~each~~from ofother ~~the~~entities ~~three~~having ~~following~~a ~~circumstances~~business ~~holders~~objective ofsimilar ~~warrants~~to ~~who~~ours, ~~seek~~including toprivate ~~exercise~~investors ~~their~~(which ~~warrants~~may ~~will~~be ~~not~~individuals beor ~~permitted~~investment topartnerships), doother ~~for~~blank ~~cash~~check companies and ~~will,~~other ~~instead~~entities, bedomestic ~~required~~and tointernational, docompeting sofor onthe atypes ~~cashless~~of ~~basis~~businesses inwe ~~accordance~~intend ~~with~~to ~~Section 3(a)(9)~~acquire. Many of ~~the Securities~~these ~~Act:~~individuals ~~(i) if~~and ~~the~~entities ~~Class A~~are ~~ordinary~~well-established ~~shares~~and ~~issuable~~have ~~upon~~extensive ~~exercise~~experience ofin ~~the~~identifying ~~warrants~~and ~~are~~effecting, ~~not~~directly ~~registered~~or ~~under~~indirectly, ~~the~~acquisitions ~~Securities~~of ~~Act~~companies operating in ~~accordance~~or ~~with~~providing ~~the~~services ~~terms~~to various industries. Many of ~~the~~these ~~warrant~~competitors ~~agreement;~~possess ~~(ii) if~~similar weor ~~have~~greater sotechnical, ~~elected~~human and ~~the Class A~~other ~~ordinary~~resources ~~shares~~to ~~are~~ours ator ~~the~~more ~~time~~local ofindustry ~~any~~knowledge ~~exercise~~than ofwe ado ~~warrant~~and ~~not~~our ~~listed~~financial onresources awill ~~national~~be ~~securities~~relatively ~~exchange~~limited ~~such~~when ~~that~~contrasted ~~they~~with ~~satisfy~~those ~~the~~of ~~definition~~many of ~~“covered~~these ~~securities”~~competitors. ~~under~~While ~~Section 18(b)(1)~~we ofbelieve ~~the~~there ~~Securities~~are ~~Act;~~numerous ~~and (iii) if~~target businesses we ~~have~~could sopotentially ~~elected~~acquire ~~and~~with wethe ~~call~~net proceeds of the initial public ~~warrants~~offering ~~for~~and ~~redemption.~~the Ifsale ~~you~~of ~~exercise~~the ~~your~~private ~~public~~placement warrants, onour aability ~~cashless~~to ~~basis,~~compete ~~you~~with ~~would~~respect ~~pay~~to the ~~warrant~~acquisition ~~exercise~~of ~~price~~certain bytarget ~~surrendering~~businesses ~~the~~that ~~warrants~~are ~~for~~sizable ~~that~~will ~~number~~be oflimited ~~Class A~~by ~~ordinary shares~~our ~~equal~~available tofinancial ~~the~~resources. ~~quotient~~This ~~obtained~~inherent bycompetitive ~~dividing~~limitation ~~(x) the~~gives ~~product~~others ofan advantage in pursuing the ~~number~~acquisition of ~~Class A~~certain ~~ordinary~~target ~~shares~~businesses. ~~underlying~~Furthermore, ~~the~~we ~~warrants,~~are ~~multiplied~~obligated byto ~~the~~offer ~~excess~~holders of ~~the~~our ~~“fair~~public ~~market~~shares ~~value”~~the ofright ~~our~~to ~~Class A~~redeem ~~ordinary~~their shares ~~(as defined~~for incash at the ~~next~~time ~~sentence)~~of ~~over~~our ~~the~~initial ~~exercise~~business ~~price~~combination ofin ~~the~~conjunction ~~warrants~~with bya ~~(y) the~~shareholder ~~fair~~vote ~~market~~or ~~value.~~via ~~The~~a ~~“fair~~tender ~~market~~offer. ~~value”~~Target iscompanies ~~the~~will ~~average~~be ~~reported~~aware ~~closing~~that ~~price~~this ofmay reduce the ~~Class A~~resources ~~ordinary~~available ~~shares~~to us for ~~the~~our 10initial ~~trading~~business ~~days~~combination. ~~ending~~Any ~~on the~~of ~~third~~these ~~trading~~obligations ~~day~~may ~~prior~~place tous ~~the~~at ~~date~~a oncompetitive ~~which~~disadvantage ~~the~~in ~~notice~~successfully ofnegotiating ~~exercise~~a isbusiness ~~received~~combination. byIf ~~the~~we ~~warrant~~are ~~agent~~unable orto oncomplete ~~which~~our ~~the~~initial ~~notice~~business ofcombination, ~~redemption~~our ispublic ~~sent~~shareholders tomay ~~the~~receive ~~holders~~only oftheir ~~warrants,~~pro asrata ~~applicable.~~portion Asof athe ~~result,~~funds ~~you~~in ~~would~~the ~~receive~~trust ~~fewer~~account ~~Class A ordinary~~that ~~shares~~are ~~from~~available ~~such~~for ~~exercise~~distribution ~~than~~to ifpublic ~~you~~shareholders, ~~were~~and toour ~~exercise such~~ warrants ~~for~~will ~~cash~~expire worthless.

31Certain RedBird entities have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

~~Table~~RedBird, which owns an interest in our sponsor, currently invests and plans to continue to invest third-party capital in a wide variety of ~~Contents~~investment opportunities globally. There may be overlap of investment opportunities with RedBird entities that are actively investing and similar overlap with future RedBird entities. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by RedBird or our sponsor. This overlap could also create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

~~The~~30 grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

~~Pursuant~~Table to an agreement entered into concurrently with the initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered. Contents

~~Because~~Certain wemembers ~~are~~of ~~neither~~our ~~limited~~management toteam ~~evaluating~~may abe ~~target~~involved ~~business~~ in aand ~~particular industry sector nor~~ have wea ~~selected~~greater ~~any~~financial ~~target~~interest ~~businesses~~in ~~with~~the ~~which~~performance ~~to pursue~~of ~~our~~other ~~initial~~RedBird ~~business combination~~entities, ~~you~~and ~~will~~such beactivities ~~unable~~may tocreate ~~ascertain~~conflicts ~~the~~of ~~merits~~interest orin ~~risks~~making ofdecisions ~~any~~on ~~particular~~our ~~target business’s operations~~behalf.

~~Our~~Certain ~~efforts~~members to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team tomay ~~identify~~be ~~and~~subject ~~acquire~~to a ~~business~~variety or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of ~~sectors,~~conflicts ~~including the sports, media and data analytics sectors. Our amended and restated memorandum and articles~~ of ~~association~~interest ~~prohibits~~relating us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to atheir ~~business~~responsibilities ~~combination, there is no basis~~ to ~~evaluate~~RedBird ~~the~~and ~~possible~~its ~~merits~~other oraffiliates. ~~risks~~Such ofindividuals ~~any~~may ~~particular~~serve ~~target~~as ~~business’s~~members ~~operations, results~~ of ~~operations,~~management ~~cash flows, liquidity, financial condition~~ or ~~prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with~~ a ~~financially~~ ~~unstable~~board ~~business or an entity lacking an established record~~ of ~~sales~~directors (or ~~earnings, we may be affected by the risks inherent~~ in ~~the~~similar ~~business~~such ~~and~~capacity) ~~operations~~to ofvarious aother ~~financially~~RedBird ~~unstable or a development stage entity~~entities. ~~Further,~~Such inpositions ~~connection with~~may ~~any~~create ~~business combination opportunity with~~ a ~~non-sports~~conflict ~~target,~~between ~~our sponsor may need to seek~~ the ~~approval~~advice ofand aninvestment ~~investor~~opportunities ~~committee~~provided ~~of one of the funds it manages~~ to ~~any~~ such ~~business~~entities ~~combination. Although our officers~~ and ~~directors~~the ~~will~~responsibilities ~~endeavor~~owed to ~~evaluate~~us. ~~the~~The ~~risks~~other ~~inherent~~entities in awhich ~~particular~~such ~~target~~individuals ~~business,~~may webecome ~~cannot~~involved ~~assure~~may ~~you~~have ~~that~~investment weobjectives ~~will properly ascertain or assess all of the significant risk factors or~~ that weoverlap ~~will~~with ~~have adequate time to complete due diligence~~ours. Furthermore, ~~some~~certain of ~~these risks may be outside of~~ our ~~control~~principals and ~~leave~~employees usmay ~~with~~have ~~no ability to control or reduce the chances that those risks will adversely impact~~ a ~~target~~greater ~~business.~~financial Weinterest ~~also cannot assure you that an investment~~ in ~~our~~the ~~units~~performance ~~will~~of ~~ultimately~~such ~~prove~~other toRedBird beentities ~~more favorable to investors~~ than aour ~~direct investment, if such opportunity were available, in a business combination target~~performance. ~~Accordingly,~~Such ~~any~~involvement ~~shareholders~~may ~~who~~create ~~choose~~conflicts ~~to remain shareholders following the business combination could suffer a reduction in the value~~ of ~~their~~interest ~~securities. Such shareholders are unlikely to have a remedy for such reduction~~ in ~~value~~sourcing ~~unless~~investment ~~they~~opportunities ~~are~~on ~~able to successfully claim that the reduction was due to the breach by~~ our ~~officers~~behalf orand ~~directors~~on ofbehalf ~~a duty~~ of ~~care~~such or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omissionentities.

~~Past~~If ~~performance~~we bydo ~~our~~not ~~management~~consummate ~~team,~~the ~~RedBird~~Business ~~and~~Combination ~~their affiliates~~with SeatGeek, ~~including~~the ~~investments~~remaining proceeds of the initial public offering and ~~transactions~~the sale of the private placement warrants not being held in ~~which~~the ~~they~~trust ~~have~~account ~~participated~~will ~~and~~likely be insufficient to allow us to operate for at least the completion window. As a result, to fund our search for a target business or businesses ~~with~~and ~~which~~complete ~~they~~our ~~have~~initial ~~been~~business ~~associated~~combination, ~~may~~we ~~not~~would bedepend ~~indicative~~on ofloans ~~future~~from ~~performance~~our ofsponsor anor ~~investment~~management inteam ~~the~~to ~~company~~fund our search and to complete our initial business combination.

Out of the net proceeds of the initial public offering, approximately $1,850,000 was made available to us initially outside the trust account to fund our working capital requirements. As of December 31, 2021, approximately $458,000 in cash remained and we had a working capital deficit of approximately $5.7 million. As a result, we entered into a loan with our sponsor on February 23, 2022 in a principal amount of $400,000 to provide us additional funds to operate the business while we pursue completion of the proposed Business Combination and, if not completed, to search for another business combination. For a complete discussion, see “—Related Party Transactions—Related Party Loans” of Item 7 and “Other Information” of Item 9B of this Annual Report on

Information regarding our management team, RedBird and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes onlyForm 10-K. Any past experience and performance by our management team, RedBird and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, RedBird and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, RedBird or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

32As a result, if we do not complete our proposed Business Combination, we will need to borrow additional funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates are under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor 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. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

~~Table~~Subsequent to our completion of ~~Contents~~our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

~~We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.~~ write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. Further, in connection with any business combination opportunity with a non-sports target, our sponsor may need to seek the approval of an investor committee of one of the funds it manages to any such business combination. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. pre-existing

debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy

~~Although~~31 we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeTable are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of ~~view.~~ Contents

~~Unless~~for wesuch ~~complete~~reduction ~~our~~in ~~initial~~value ~~business~~unless ~~combination~~they ~~with~~are anable ~~affiliated~~to ~~entity~~successfully orclaim ~~our~~that ~~board~~the ofreduction ~~directors cannot~~was ~~independently~~due ~~determine~~to the ~~fair~~breach ~~market~~by ~~value~~our ofofficers ~~the target business~~ or ~~businesses~~directors ~~(including~~of ~~with~~a ~~the~~duty ~~assistance~~ of ~~financial~~care ~~advisors),~~or weother ~~are~~fiduciary ~~not~~duty ~~required~~owed to ~~obtain~~them, ~~an opinion from an independent investment banking firm which is a member of FINRA~~ or ~~from~~if athey ~~valuation or appraisal firm that the price we~~ are ~~paying~~able ~~is fair~~ to ~~our~~successfully ~~shareholders~~bring ~~from~~ a ~~financial~~private ~~point~~claim ofunder ~~view.~~securities Iflaws nothat ~~opinion is obtained, our shareholders will be relying on~~ the ~~judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our~~ proxy ~~materials~~solicitation or tender offer ~~documents~~materials, as applicable, ~~related~~relating to ~~our~~the ~~initial~~ business combination contained an actionable material misstatement or material omission.

33Our sponsor and each of our directors have agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote.

~~Table~~Our sponsor and each of ~~Contents~~our directors have agreed to, among other things, vote any RedBall Class A ordinary shares and RedBall Class B ordinary shares owned by them in favor of the Business Combination, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated October 13, 2021, by and among SeatGeek, our sponsor, each of our directors and us (the “Sponsor Support Agreement”). As of the date of this annual report on Form 10-K, our sponsor and our directors own, in the aggregate, approximately 20% of the issued and outstanding RedBall ordinary shares. As a result, (i) the affirmative vote of at least 3,593,751 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary meeting in lieu of annual general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, is required to approve each of the proposals on the Business Combination Agreement, advisory organizational documents, the issuance of New SeatGeek common stock, the New SeatGeek 2022 employee stock purchase plan (the “ESPP”) and the adjournment of the annual general meeting to a later date or dates, if necessary, and (ii) the affirmative vote of at least 9,583,334 RedBall public shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary meeting in lieu of annual general meeting, assuming a quorum of 35,937,501 RedBall ordinary shares is present, are required to approve each of the proposals on the Domestication and the replacement of the Cayman Constitutional Documents with the proposed Certificate of Incorporation and new bylaws of New SeatGeek (the proposed Certificate of Incorporation and new bylaws of New SeatGeek, collectively, the “Proposed Organizational Documents”), in each case, under the DGCL. The approval of the two proposals to elect directors do not require the affirmative vote of any RedBall public shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if our sponsor and our directors had agreed to vote their ordinary shares in accordance with the majority of the votes cast by our public shareholders, as is often the case with blank check companies seeking approval of a business combination.

WeThe ~~may~~historical ~~issue~~financial ~~additional~~results ~~Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion~~ of ~~our~~SeatGeek ~~initial~~and ~~business~~unaudited ~~combination.~~pro Weforma ~~may~~financial ~~also~~information ~~issue~~included ~~Class A~~in ~~ordinary shares upon~~ the ~~conversion~~proxy ofstatement/prospectus ~~the~~to ~~founder~~be ~~shares~~mailed ~~at a ratio greater than one-~~to~~-one~~ atshareholders ~~the~~may ~~time~~not ofbe ~~our~~indicative ~~initial business combination as a result~~ of ~~the~~what ~~anti-dilution~~New ~~provisions~~SeatGeek’s ~~contained~~actual ~~therein.~~financial ~~Any~~position ~~such~~or ~~issuances~~results ~~would dilute the interest~~ of ~~our~~operations ~~shareholders~~would ~~and~~have ~~likely present other risks~~been.

~~Our~~The ~~amended~~historical ~~and~~financial ~~restated~~results ~~memorandum~~of ~~and~~SeatGeek ~~articles~~included ofin ~~association~~the ~~authorizes~~proxy ~~the~~statement/prospectus ~~issuance~~to ofbe upmailed to ~~400,000,000~~shareholders ~~Class A ordinary~~do ~~shares,~~not ~~par~~reflect ~~value~~the ~~$0.0001~~financial ~~per share~~condition, ~~40,000,000~~results ~~Class B~~of ~~ordinary~~operations ~~shares,~~or ~~par~~cash ~~value~~flows ~~$0.0001~~it ~~per~~would ~~share,~~have ~~and~~achieved ~~1,000,000~~as ~~preferred~~a ~~shares,~~standalone ~~par~~combined ~~value~~company ~~$0.0001~~during ~~per~~the ~~share.~~periods ~~There~~presented ~~are~~or ~~342,500,000~~those ~~and~~that ~~25,625,000~~New ~~authorized~~SeatGeek ~~but~~will ~~unissued Class A~~achieve ~~ordinary~~in ~~shares~~the ~~and~~future. ~~Class B~~This ~~ordinary~~is ~~shares,~~primarily ~~respectively,~~the ~~available~~result ~~for~~of ~~issuance,~~the ~~which~~following ~~amount~~factors: ~~does~~(i) New ~~not~~SeatGeek ~~take~~will ~~into~~incur ~~account~~additional ~~shares~~ongoing ~~reserved~~costs ~~for~~as ~~issuance~~a ~~upon~~result ~~exercise~~ of ~~outstanding~~the ~~warrants~~Business Combination, ~~forward~~including ~~purchase~~costs ~~shares~~related orto ~~shares issuable~~public ~~upon~~company ~~conversion~~reporting, ofinvestor ~~the~~relations ~~Class B~~and ~~ordinary~~compliance ~~shares.~~with ~~The~~the ~~Class B~~Sarbanes-Oxley ~~ordinary~~Act; ~~shares~~and ~~are automatically convertible into Class~~(ii) ANew ~~ordinary~~SeatGeek’s ~~shares~~capital atstructure ~~the~~will ~~time~~be ofdifferent ~~our~~from ~~initial~~that ~~business~~reflected ~~combination,~~in orSeatGeek’s ~~earlier~~historical atfinancial ~~the~~statements. ~~option~~New ofSeatGeek’s ~~the~~financial ~~holder thereof,~~condition ~~initially~~and atfuture aresults ~~one-for-one~~of ~~ratio~~operations ~~but~~could ~~subject~~be tomaterially ~~adjustment~~different asfrom ~~set~~amounts ~~forth~~reflected ~~herein and~~ in ~~our~~its ~~amended~~ and ~~restated~~SeatGeek’s ~~memorandum~~historical ~~and~~financial ~~articles~~statements ofincluded ~~association,~~elsewhere ~~including~~ in ~~certain~~this ~~circumstances~~proxy instatement/prospectus, ~~which~~so weit ~~issue~~may ~~Class A~~be ~~ordinary~~difficult ~~shares~~for orinvestors ~~equity-linked securities related~~ to ~~our~~compare ~~initial~~New ~~business~~SeatGeek’s ~~combination.~~future ~~Immediately~~results ~~after~~to ~~the~~historical ~~initial~~results ~~public~~or ~~offering,~~to ~~there~~evaluate ~~were~~its norelative ~~preferred~~performance ~~shares~~or ~~issued~~trends ~~and~~in ~~outstanding~~its business.

WeSimilarly, ~~may~~the ~~issue~~unaudited apro ~~substantial~~forma ~~number~~financial ofinformation ~~additional~~in ~~Class A~~to ~~ordinary~~be ~~shares~~included orwill ~~preferred~~be ~~shares~~presented tofor ~~complete~~illustrative ~~our~~purposes ~~initial~~only ~~business combination~~and orbe ~~under~~prepared anbased ~~employee~~on ~~incentive~~a ~~plan~~number ~~after completion~~ of ~~our~~assumptions ~~initial~~including, ~~business~~but ~~combination.~~not Welimited ~~may~~to, ~~also~~RedBall ~~issue~~being ~~Class A~~treated ~~ordinary~~as ~~shares upon conversion of~~ the ~~Class B~~“acquired” ~~ordinary~~company ~~shares~~for atfinancial areporting ~~ratio~~purposes ~~greater~~in ~~than~~the ~~one-to-one~~Business atCombination, the ~~time~~total ofdebt ~~our~~obligations ~~initial~~and ~~business~~the ~~combination~~cash asand acash ~~result~~equivalents of ~~the~~SeatGeek ~~anti-dilution~~on ~~provisions~~the asClosing ~~set~~Date ~~forth therein. However, our amended~~ and ~~restated~~the ~~memorandum~~number ~~and articles~~ of ~~association~~RedBall ~~provide,~~Class A ~~among~~ordinary ~~other~~shares ~~things,~~ that ~~prior~~are toredeemed ~~our~~in ~~initial~~connection ~~business~~with ~~combination,~~the weBusiness ~~may~~Combination. ~~not~~Accordingly, ~~issue~~such ~~additional~~pro ~~shares~~forma ~~that~~financial ~~would~~information ~~entitle~~may ~~the~~not ~~holders~~be ~~thereof~~indicative toof ~~(i) receive~~New ~~funds~~SeatGeek’s ~~from~~future ~~the~~operating ~~trust account~~ or ~~(ii) vote~~financial ~~on any initial business combination~~performance. ~~These~~New ~~provisions~~SeatGeek’s ofactual ~~our~~financial ~~amended~~condition and ~~restated~~results ~~memorandum~~of ~~and~~operations ~~articles~~may ofvary ~~association,~~materially ~~like~~from ~~all~~pro ~~provisions~~forma results of ~~our~~operations ~~amended~~ and ~~restated~~balance ~~memorandum~~sheet ~~and~~contained ~~articles~~in ofthe ~~association,~~proxy ~~may~~statement/prospectus to be ~~amended~~mailed ~~with~~to ashareholders, ~~shareholder~~including ~~vote.~~as ~~The issuance~~a result of ~~additional~~such ~~ordinary~~assumptions ornot ~~preferred~~being ~~shares:~~accurate.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

~~• may significantly dilute the equity interest of investors in the initial public offering;~~per-share

redemption amount received by shareholders may be less than $10.00 per share.

•32 ~~may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;~~

•Table ~~could cause a change in control if a substantial number~~ of Class A ordinary shares are 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; andContents

•Our placing of funds in the trust account may ~~adversely~~not ~~affect~~protect ~~prevailing~~those ~~market~~funds ~~prices~~from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities (other than our independent registered public accounting firm) with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our ~~units~~public shareholders, ~~Class~~such Aparties ~~ordinary~~may ~~shares~~not ~~and/~~execute such agreements, or ~~warrants~~even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account.

~~Our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.~~ per-share

redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to this Annual Report on Form

~~The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one~~10-~~for-one basis~~K, or earlier at the option of the holder thereof, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination (including the forward purchase shares), the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion, (after giving effect to any redemptions of Class A ordinary shares by public shareholders) including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination (including the forward purchase shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the

34 per-share

redemption amount received by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

~~Table of Contents~~2a-7

under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain

~~Resources~~33 could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeTable ~~anticipate that the investigation~~ of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. Contents

amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their

~~We may be a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.~~ pro-rata

share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. person (as defined in the Internal Revenue Code) of our units, Class A ordinary shares or warrants, the U.S. person may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our initial taxable year ended December 31, 2020 and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC startper-up exception. Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our initial taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. person who held Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. person such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S. person to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants. share

redemption amount received by public shareholders may be less than $10.00 per share.

WeOur directors may ~~reincorporate~~ indecide ~~another~~not ~~jurisdiction~~to inenforce ~~connection~~the ~~with~~indemnification obligations of our ~~initial~~sponsor, ~~business~~resulting ~~combination~~in ~~and~~a ~~such~~reduction ~~reincorporation~~in ~~may~~the ~~result~~amount of funds in ~~taxes~~the ~~imposed~~trust onaccount available for distribution to our public shareholders.

WeIn ~~may,~~the event that the proceeds in ~~connection~~the ~~with~~trust ~~our~~account ~~initial~~are ~~business~~reduced ~~combination~~below the lesser of (i) $10.00 per share and ~~subject~~(ii) the toactual ~~requisite~~amount ~~shareholder~~per ~~approval~~public byshare ~~special~~held ~~resolution~~in ~~under~~the trust account as of the ~~Companies~~ ~~Act,~~date ~~reincorporate~~of inthe liquidation of the ~~jurisdiction~~trust account if less than $10.00 per share due to reductions in ~~which~~the value of the ~~target~~trust ~~company~~assets, orin ~~business~~each case less taxes payable, and our sponsor asserts that it is ~~located~~unable to satisfy his obligations or inthat ~~another~~he ~~jurisdiction~~has ~~(including,~~no ~~but~~indemnification ~~not~~obligations ~~limited~~related to, a ~~state~~particular ~~within~~claim, ~~the~~our ~~United~~independent ~~States).~~directors ~~The~~would ~~transaction~~determine ~~may~~whether ~~require~~to atake ~~shareholder~~legal action against our sponsor to ~~recognize taxable~~enforce ~~income~~its inindemnification ~~the~~obligations. ~~jurisdiction~~While inwe ~~which~~currently ~~the~~expect ~~shareholder~~that isour aindependent ~~tax~~directors ~~resident~~would ortake inlegal ~~which~~action on our behalf against our sponsor to enforce its ~~members~~indemnification ~~are~~obligations ~~resident~~to ifus, it is apossible ~~tax~~that ~~transparent~~our ~~entity.~~independent Wedirectors doin ~~not~~exercising ~~intend~~their business judgment and subject to ~~make~~their ~~any~~fiduciary ~~cash~~duties ~~distributions~~may tochoose ~~shareholders~~not to ~~pay~~do so in any particular instance if, for example, the cost of such ~~taxes.~~legal ~~Shareholders~~action ~~may~~ is deemed by the independent directors to be ~~subject~~too high relative to ~~withholding~~the ~~taxes~~amount recoverable or ~~other~~if ~~taxes~~the ~~with~~independent ~~respect~~directors determine that a favorable outcome is not likely. If our independent directors choose not to ~~their~~enforce ~~ownership~~these indemnification obligations, the amount of usfunds ~~after~~in the ~~reincorporation~~trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

WeRedBall may ~~face~~not ~~risks~~have ~~related~~sufficient funds to ~~businesses~~ insatisfy ~~the~~indemnification ~~sports,~~claims ~~media~~of ~~and~~its ~~data~~directors ~~analytics~~and ~~sectors~~executive officers.

~~Business~~RedBall ~~combinations~~has ~~with~~agreed ~~companies~~to inindemnify its officers and directors to the ~~sports~~fullest extent permitted by law. However, ~~media~~RedBall’s officers and ~~data analytics~~directors ~~sectors,~~have ~~including~~agreed ~~professional~~to ~~sports~~waive ~~franchises~~any right, ~~entail~~title, ~~special~~interest ~~considerations~~or ~~and~~claim ~~risks,~~of ~~including~~any ~~potential~~kind ~~limitations~~in ~~and~~or ~~restrictions~~to onany ~~our~~monies ~~ability~~in the Trust Account and not to ~~complete~~seek ~~business~~recourse ~~combinations~~against ~~imposed~~the byTrust ~~professional~~Account ~~sports~~for ~~leagues~~any ~~that prospective~~reason ~~target~~whatsoever. ~~businesses~~Accordingly, ~~may~~any indemnification provided will be ~~associated~~able ~~with.~~to Ifbe wesatisfied ~~are~~by ~~successful~~RedBall inonly ~~completing~~if a(i) RedBall has sufficient funds outside of the Trust Account or (ii) RedBall consummates an initial business combination. ~~with~~RedBall’s ~~such~~obligation to indemnify its officers and directors may discourage shareholders from bringing a ~~target~~lawsuit ~~business,~~against weits officers or directors for breach of their fiduciary duty. These provisions also may behave ~~subject~~the toeffect of reducing the likelihood of derivative litigation against RedBall’s officers and directors, even though such an action, if successful, might otherwise benefit RedBall and ~~possibly~~its shareholders. Furthermore, a shareholder’s investment may be adversely affected ~~by,~~to the ~~following~~extent ~~risks:~~RedBall pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

•If, ~~The~~after ~~popularity~~we ofdistribute ~~any~~the ~~sports~~proceeds ~~franchises~~in ~~that~~the trust account to our public shareholders, we ~~control~~file a bankruptcy petition or ~~have~~an ~~partnerships~~involuntary ~~with,~~bankruptcy ~~and,~~petition inis ~~varying~~filed ~~degrees~~against us that is not dismissed, ~~the~~a ~~success~~bankruptcy ofcourt ~~those~~may ~~franchises~~seek ~~achieving~~to ~~competitive~~recover ~~success~~such proceeds, and the ~~popularity~~members of ~~the~~our ~~sports~~board ~~leagues~~of ~~and~~directors ~~sports~~may ~~that~~be ~~such~~viewed ~~franchises~~as ~~are~~having ~~associated~~breached ~~with~~their fiduciary duties to our creditors, ~~which~~thereby ~~can~~exposing ~~generate~~the ormembers ~~impact~~of ~~supporter~~our ~~enthusiasm,~~board ~~resulting~~of indirectors ~~increased~~and orus ~~decreased~~to ~~revenues;~~claims of punitive damages.

•If, Anafter ~~inability~~we distribute the proceeds in the trust account to ~~build~~our public shareholders, we file a bankruptcy petition or ~~maintain~~an ~~strong~~involuntary ~~brand~~bankruptcy ~~identity~~petition ~~and~~is ~~reputation~~filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or ~~improve~~bankruptcy ~~customer~~laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or ~~supporter~~having ~~satisfaction~~acted in bad faith, thereby exposing itself and ~~loyalty~~us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the

~~• A dependence in part on relationships with third parties and an inability to attract or retain sponsorships, advertisers or partners;~~per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

•If, Anbefore ~~inability~~distributing tothe ~~attract~~proceeds orin ~~retain~~the ~~key~~trust ~~personnel,~~account ~~including~~to ~~players~~our ~~for~~public ~~any~~shareholders, ~~sports~~we ~~franchises~~file wea ~~may~~bankruptcy ~~control,~~petition ~~and~~or an ~~inability~~involuntary ofbankruptcy ~~professional~~petition ~~sports~~is ~~leagues~~filed toagainst ~~maintain~~us ~~labor~~that ~~relations~~is ornot ~~successfully~~dismissed, ~~negotiate~~the ~~new~~proceeds ~~collective~~held ~~bargaining~~in ~~agreements~~the ~~with~~trust ~~unionized~~account ~~players,~~could ~~referees or other employees on favorable terms;~~

3534

Table of Contents

be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the

~~• An inability to negotiate and control pricing of key media contracts for any sports franchises we may control;~~per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

•If Anwe ~~inability~~are ofdeemed ~~any~~to ~~sports~~be ~~franchises~~an ~~that~~investment wecompany ~~control~~under orthe ~~have~~Investment ~~partnerships~~Company ~~with~~Act, we may be required to ~~qualify~~institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for ~~playoffs~~us orto ~~certain~~complete ~~competitions;~~our initial business combination.

•If ~~Changes~~we inare ~~pricing,~~deemed ~~including~~to ~~changes~~be inan ~~the~~investment ~~demand~~company ~~for~~under ~~tickets,~~the ~~media~~Investment ~~rights~~Company orAct, ~~consumer~~our ~~products~~activities ~~associated~~may ~~with~~be ~~our~~restricted, ~~target~~including: ~~business;~~

• Anrestrictions ~~inability~~on ~~to sell, license, market, protect and enforce~~ the ~~intellectual~~nature ~~property~~of ~~and other rights on which~~ our ~~target business may depend~~investments; and

• ~~Seasonality~~restrictions ~~and~~on ~~weather~~the ~~conditions~~issuance ~~that~~of ~~may cause our operating results to vary from quarter to quarter;~~securities,

• ~~Potential~~each ~~liability~~of ~~for~~which ~~negligence,~~may ~~copyright,~~make orit ~~trademark~~difficult ~~infringement~~for orus ~~other~~to ~~claims~~complete ~~based~~our oninitial ~~the~~business ~~nature and content of materials that we may distribute;~~combination.

•In ~~Special~~addition, ~~rules~~we ~~and~~may ~~regulations~~have imposed byupon ~~sports~~us ~~leagues~~burdensome ~~on franchises~~requirements, 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;

• ~~The~~registration ~~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~~an ~~rights,~~investment 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 franchisescompany; ~~and~~

• ~~Business~~adoption ~~interruptions due to natural disasters, terrorist incidents, outbreak~~ of ~~disease~~a ~~(including~~specific ~~the~~form ~~recent COVID-19 pandemic and related shelter-in-place orders, travel, social distancing and quarantine policies, boycotts, curtailment~~ of ~~trade~~corporate ~~and~~structure; ~~other business restrictions),~~ and ~~other events.~~

~~Any~~• ofreporting, ~~the~~record ~~foregoing~~keeping, ~~could have an adverse impact on our operations following a business combination. In addition~~voting, ~~RedBird’s~~proxy ~~current~~ and ~~future~~disclosure ~~investments~~requirements inand other ~~entities~~rules ~~may~~and ~~conflict with investment restrictions established by certain professional sports leagues or franchises~~regulations. ~~As a result, certain acquisition opportunities that may otherwise be suitable for us may not be available to us.~~

~~Our~~In ~~efforts~~order innot ~~identifying prospective~~to ~~target~~be ~~businesses~~regulated ~~will~~as ~~not~~an beinvestment ~~limited~~company tounder the ~~sports~~Investment Company Act, ~~media~~unless ~~and~~we ~~data~~can ~~analytics~~qualify ~~sector.~~for ~~Accordingly~~an exclusion, ifwe must ensure that we ~~acquire~~are aengaged ~~target~~primarily in a business inother ~~another~~than ~~industry~~investing, ~~these~~reinvesting ~~risks~~or ~~will~~trading ~~likely~~of securities and that our activities do not ~~affect~~include usinvesting, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and wecash ~~will~~items) beon ~~subject~~an unconsolidated basis. Our business is to ~~other~~identify ~~risks~~and ~~attendant with~~complete ~~the~~a ~~specific~~business ~~industry~~combination inand ~~which~~thereafter weto operate the post- transaction business or ~~target~~assets for the long term. We do not plan to buy businesses ~~which~~or weassets ~~acquire,~~with ~~none~~a ofview ~~which~~to ~~can~~resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be ~~presently~~a ~~ascertained~~passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2 (a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights. 2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or

~~It is possible that after our~~ pre-initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We35 ~~are dependent upon our officers and directors and their loss could adversely affect our ability to operate.~~

~~Our~~Table ~~operations are dependent upon a relatively small group~~ of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. Contents

36We may not be able to continue as a going concern.

~~Table~~As of ~~Contents~~December 31, 2021, we had approximately $458,000 in cash and a working capital deficit of approximately $5.7 million. Our liquidity needs up to December 31, 2021 had been satisfied through our sponsor paying $25,000 to cover for certain of our offering costs in exchange for the issuance of the founder shares, and the net proceeds from the consummation of the private placement not held in the trust account. Management has determined that the working capital deficit raises substantial doubt about our ability to continue as a going concern. We will need to raise additional capital through loans or additional investments from our sponsor, shareholders, officers, directors, or third parties. Our officers, directors and sponsor may, but are not obligated to, loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern until the earlier of the consummation of our initial business combination, including the Business Combination or the date the RedBall is required to liquidate, August 17, 2022.

~~Our~~We ~~ability~~cannot tobe ~~successfully~~certain ~~effect~~as ~~our initial business combination and~~ to ~~be successful thereafter will be dependent upon~~ the ~~efforts~~number of ~~our~~public ~~key~~shares ~~personnel,~~that ~~some~~will ofbe ~~whom~~redeemed ~~may~~and ~~join~~the uspotential ~~following~~impact ~~our~~to ~~initial~~public ~~business~~shareholders ~~combination.~~who ~~The~~do ~~loss~~not ofelect ~~key~~to ~~personnel~~redeem ~~could~~their ~~negatively~~public ~~impact the operations and profitability of our post-combination business~~shares.

~~Our~~There ~~ability~~is no guarantee that a shareholder’s decision whether to ~~successfully~~redeem ~~effect~~its ~~our~~shares ~~initial~~for ~~business~~a ~~combination~~pro israta ~~dependent~~portion ~~upon~~of the ~~efforts~~trust ofaccount ~~our~~will ~~key~~put ~~personnel~~the shareholder in a better future economic position. ~~The~~We ~~role~~can ofgive ~~our~~no ~~key personnel~~assurance inas to the ~~target~~price ~~business,~~at ~~however,~~which ~~cannot~~a ~~presently~~shareholder may be ~~ascertained.~~able ~~Although~~to ~~some~~sell ofits ~~our~~public ~~key~~shares ~~personnel~~in ~~may~~the ~~remain~~future ~~with~~following the ~~target~~Closing ~~business~~or inany ~~senior~~alternative ~~management~~business orcombination. ~~advisory~~Certain ~~positions~~events following ~~our~~the consummation of any initial business combination, itincluding isthe ~~likely that~~Business ~~some~~Combination, orand ~~all~~including redemptions of ~~the~~public ~~management~~shares may cause an increase or decrease in our share price, and may result in a lower value realized now than a shareholder of RedBall might realize in the ~~target~~future ~~business~~had ~~will~~the ~~remain~~shareholder innot ~~place~~redeemed its shares. ~~While~~Similarly, weif ~~intend~~a toshareholder ~~closely~~does ~~scrutinize~~not ~~any~~redeem ~~individuals~~its weshares, ~~engage~~the shareholder will bear the risk of ownership of the public shares after ~~our~~the consummation of any initial business combination, weand ~~cannot~~there ~~assure~~can ~~you~~be no assurance that ~~our~~a ~~assessment~~shareholder ofcan ~~these~~sell ~~individuals will~~its ~~prove~~shares toin bethe ~~correct.~~future ~~These~~for ~~individuals~~a ~~may~~greater amount than the redemption price set forth in the proxy statement/prospectus to be ~~unfamiliar~~sent to shareholders in connection with ~~the~~our ~~requirements~~proposed ofBusiness ~~operating~~Combination. aA ~~company~~shareholder ~~regulated~~should byconsult the ~~SEC,~~shareholder’s ~~which~~own ~~could~~tax ~~cause~~and/or usfinancial toadvisor ~~have~~for toassistance ~~expend~~on ~~time~~how ~~and~~this ~~resources~~may ~~helping~~affect ~~them~~his, ~~become~~her ~~familiar~~or ~~with~~its ~~such~~individual ~~requirements~~situation.

While we are unable to predict the price per share of New SeatGeek common stock following the consummation of the Business Combination—and accordingly we are unable to predict the potential impact of redemptions on the per share value of public shares owned by

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. 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 a particular business combination is the most advantageous. non-redeeming

shareholder—increased levels of redemptions by public shareholders may be a result of the price per RedBall Class A ordinary share falling below the redemption price. We expect that more public shareholders may elect to redeem their public shares if the share price of the RedBall Class A ordinary shares is below the projected redemption price of approximately $10.00 per share (based on the trust account amount as of September 30, 2021), and we expect that more public shareholders may elect not to redeem their public shares if the share price of the RedBall Class A ordinary shares is above the projected redemption price of approximately $10.00 per share. Each public share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to RedBall from the trust account and (ii) a corresponding increase in each public shareholder’s pro rata ownership interest in New SeatGeek following the consummation of the Business Combination. In addition, in the event that more than 40,660,382 public shares are redeemed (based on the trust account amount as of September 30, 2021 and approximate redemption price of $10.00 per share), the minimum cash condition in favor of SeatGeek as set forth in the Business Combination Agreement and the condition in the Business Combination Agreement that available cash, as calculated pursuant to the terms of the Business Combination Agreement, be no less than $200.0 million may not be satisfied, and the Business Combination may not be consummated. Based on the approximate redemption price per share of $10.00 as of September 30, 2021, a hypothetical 1% increase or decrease in the number of public shares redeemed would result in a decrease or increase, respectively, of $575,492,062 of cash available in the trust account.

~~Our~~36 key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such arrangement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

WeTable ~~may have a limited ability to assess the management~~ of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. Contents

~~When~~If ~~evaluating~~we ~~the~~are ~~desirability~~not ofable ~~effecting~~to ~~our~~complete ~~initial~~the ~~business~~Business ~~combination~~Combination with aSeatGeek ~~prospective~~by ~~target business~~August 17, ~~our~~2022 ~~ability~~nor able to ~~assess~~complete ~~the target~~another business’s ~~management~~combination ~~may~~by besuch ~~limited~~date, ~~due~~in toeach ~~a lack of time~~case, ~~resources~~as orsuch ~~information.~~date ~~Our assessment of the capabilities of the target business’s management, therefore,~~ may ~~prove to~~ be ~~incorrect~~further ~~and~~extended ~~such~~pursuant ~~management~~to ~~may~~our ~~lack~~Cayman ~~the skills~~Constitutional Documents, ~~qualifications or abilities~~ we ~~suspected.~~would ~~Should~~cease ~~the~~all ~~target~~operations ~~business’s~~except ~~management~~for ~~not possess~~ the ~~skills,~~purpose ~~qualifications~~of orwinding ~~abilities~~up ~~necessary~~and towe ~~manage~~would aredeem ~~public~~our ~~company,~~Class A ~~the~~ordinary ~~operations~~shares and ~~profitability~~liquidate of the ~~post-combination business~~trust ~~may be negatively impacted. Accordingly~~account, ~~any~~in ~~shareholders~~which ~~who~~case ~~choose~~our topublic ~~remain~~ shareholders ~~following~~may ~~the~~only ~~business~~receive ~~combination~~approximately ~~could suffer a reduction in the value of their shares~~$10.00 ~~Such~~per ~~shareholders~~share ~~are~~and ~~unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by~~ our ~~officers~~warrants orwill ~~directors~~expire of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omissionworthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our postCOVID-~~combination business.~~ 19

continues to impact the U.S. and, while the extent of the impact of the outbreak on SeatGeek will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of the

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. COVID-19

may negatively impact New SeatGeek’s business following the Business Combination.

If RedBall is not able to complete the Business Combination with SeatGeek by August 17, 2022, nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to our Cayman Constitutional Documents, (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a

37 per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of RedBall’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share (based on trust account amount as of September 30, 2021) and our warrants will expire worthless.

~~Table~~If the net proceeds of ~~Contents~~our initial public offering not being held in the trust account are insufficient to allow us to operate through to August 17, 2022 and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive approximately $10.00 per share, and our warrants will expire worthless.

~~Our~~As ~~officers~~of ~~and~~September 30, ~~directors~~2021, ~~will~~RedBall ~~allocate~~had ~~their~~cash ~~time~~of to$1.1 million ~~other~~held ~~businesses~~outside ~~thereby~~the ~~causing~~trust ~~conflicts~~account, ~~of interest~~which inis ~~their~~available ~~determination~~for asuse by us to ~~how~~cover ~~much~~the ~~time~~costs toassociated ~~devote~~with toidentifying ~~our~~a ~~affairs.~~target ~~This~~business ~~conflict~~and negotiating a business combination and other general corporate uses, and had total current liabilities of ~~interest~~$1.9 million, ~~could~~as ~~have~~well aas ~~negative~~deferred ~~impact~~underwriting onfee ~~our~~payable ~~ability~~of to$20.1 million ~~complete~~and ~~our~~derivative ~~initial~~warrant ~~business~~liabilities ~~combination~~of $23.1 million.

The funds available to us outside of the trust account may not be sufficient to allow us to operate until August 17, 2022, assuming that our initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full“no-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~Billy Beane’s~~If ~~employment~~we ~~arrangements~~are ~~and~~required to seek additional capital, we would need to borrow funds from our sponsor, members of our management team or other third parties to operate or may be forced to liquidate. We do not expect to seek loans from parties other than the ~~rules~~sponsor or an affiliate of ~~Major~~the ~~League~~sponsor ~~Baseball~~as we do not believe third parties will ~~impose~~be ~~certain~~willing ~~obligations~~to loan such funds and ~~restrictions~~provide ona ~~Mr. Beane,~~waiver ~~which~~against ~~may~~any ~~limit~~and ~~Mr. Beane’s~~all ~~ability~~rights to ~~participate~~seek access to funds in ~~the~~our ~~diligence,~~trust ~~negotiation,~~account. ~~evaluation and/~~Neither the sponsor or ~~Board~~members ~~determination~~of our management team nor any of their affiliates are under any obligation to ~~proceed~~advance ~~with~~funds to us in such circumstances. Any such advances would be repaid only from funds held outside the ~~acquisition~~trust ofaccount or ~~operation~~from funds released to us upon completion of aour ~~professional~~initial ~~baseball~~business ~~franchise~~combination. ~~There~~If iswe noare ~~assurance~~unable ~~that~~to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will ~~pursue~~be ~~any~~forced ~~such~~to ~~acquisition~~cease oroperations ~~operation~~and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (based on trust account amount as of September 30, 2021) on our redemption of the public shares and the public warrants would expire worthless.

~~Our~~37 officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~Until~~Table ~~we consummate our initial business combination, we intend to engage in the business~~ of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Contents

InThe ~~addition,~~warrants ~~our~~are ~~sponsor~~accounted ~~and~~for ~~our~~as ~~officers~~liabilities and ~~directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during~~ the ~~period~~changes in ~~which~~value ~~we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts~~ of ~~interest~~ inthe ~~pursuing~~warrants ancould ~~initial~~have ~~business~~a ~~combination.~~material ~~However,~~effect weon ~~do not believe that any such potential conflicts would materially affect~~ our ~~ability~~financial ~~to complete our initial business combination~~results.

~~For~~On aApril 12, ~~complete~~2021, ~~discussion~~the Acting Director of ~~our~~the ~~officers’~~Division of Corporation Finance and ~~directors’~~Acting ~~business~~Chief ~~affiliations~~Accountant ~~and~~of the ~~potential~~SEC ~~conflicts~~together ofissued ~~interest~~a ~~that~~statement ~~you should~~regarding bethe ~~aware~~accounting ~~of,~~and ~~please~~reporting ~~see~~considerations for warrants issued by special purpose acquisition companies entitled “~~Conflicts~~Staff ofStatement ~~Interest~~on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) in(the ~~Item~~“SEC 10Statement”). ofSpecifically, ~~this~~the ~~Annual~~SEC ~~Report~~Statement focused on ~~Form~~certain ~~10-K~~settlement terms and ~~Item~~provisions 13related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. As a result of ~~this~~the ~~Annual~~SEC ~~Report~~Statement, onwe ~~Form~~reevaluated ~~10-K~~the accounting treatment of our 19,166,667 public warrants and 9,566,667 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of September 30, 2021 contained elsewhere in this

~~Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.~~ 10-K

annual report are derivative liabilities related to embedded features contained within the warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. non-cash

gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that it will recognize

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. non-cash

gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material.

38RedBall and, following the Closing, New SeatGeek, may face litigation and other risks as a result of the material weakness in RedBall’s internal control over financial reporting.

~~Table~~Following the issuance of ~~Contents~~the SEC Statement, as discussed with its independent registered public accounting firm, our management and audit committee concluded that it was appropriate to restate its previously issued audited financial statements for the period ended December 31, 2020. See “—We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner” above. As part of the restatement, we identified a material weakness in its internal controls over financial reporting.

As a result of such material weakness, the change in accounting for classification of the public shares, and other matters raised or that may in the future be raised by the SEC, RedBall and, following the Closing, New SeatGeek, may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we

have no knowledge of any such litigation or dispute. However,

we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination.

We38 may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

InTable ~~light~~ of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, or directors. Our directors also serve as officers and board members for other entities, including those described under “Conflicts of Interest” in Item 10 of this Annual Report on Form 10-K . Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. We would pursue a transaction with an affiliated entity if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Contents

WeNeither ~~may~~the ~~acquire~~company anor ~~target~~its ~~business~~shareholders ~~through~~will anhave ~~Affiliated~~the ~~Joint~~protection ~~Acquisition~~of ~~with~~any ~~one~~indemnification, escrow, price adjustment or ~~more~~other ~~affiliates~~provisions ofthat ~~RedBird~~allow ~~and/or~~for ~~one~~a orpost-closing ~~more~~adjustment ~~investors~~to inbe ~~funds managed~~made byto ~~RedBird.~~the ~~This~~total ~~may~~aggregate ~~result~~closing consideration in ~~conflicts~~the event that any of ~~interest~~the asrepresentations ~~well~~and warranties made by SeatGeek in the Business Combination, as ~~dilutive~~applicable, ~~issuances~~ultimately ofproves ~~our~~to ~~securities~~be inaccurate or incorrect.

WeThe ~~may~~representations ~~pursue~~and ~~an Affiliated~~warranties ~~Joint~~made ~~Acquisition~~by ~~opportunity~~SeatGeek ~~with~~and anthe ~~entity~~company ~~affiliated~~to ~~with~~each ~~RedBird~~other ~~and/or~~in ~~one~~the orBusiness ~~more~~Combination ~~investors~~Agreement inwill ~~funds~~not ~~managed~~survive bythe ~~RedBird.~~consummation ~~Any~~of ~~such~~the ~~parties~~Business ~~may~~Combination. ~~co-invest~~As ~~with~~a usresult, in the ~~target~~company ~~business~~and atits ~~the time~~shareholders ofwill ~~our~~not ~~initial~~have ~~business~~the ~~combination,~~protection orof weany ~~could~~indemnification, ~~raise~~escrow, ~~additional~~price ~~proceeds~~adjustment toor ~~complete~~other ~~the~~provisions ~~acquisition~~that byallow ~~making~~for a ~~specified~~post-closing ~~future~~adjustment ~~issuance~~to be made to ~~any~~the ~~such~~total ~~parties.~~merger ~~Accordingly,~~consideration ~~such~~if ~~persons~~any representation or ~~entities~~warranty ~~may~~made ~~have~~by aSeatGeek ~~conflict~~in ~~between~~the ~~their~~SeatGeek ~~interests and~~Business ~~ours.~~Combination ~~The~~Agreement ~~amount~~proves ~~and~~to ~~other~~be ~~terms~~inaccurate ~~and~~or ~~conditions~~incorrect. ofAccordingly, ~~any~~to ~~such~~the ~~specified~~extent ~~future~~such ~~issuance~~representations ~~would~~or bewarranties ~~determined~~are atincorrect, the ~~time~~company ~~thereof.~~would Wehave ~~are~~no ~~not~~indemnification ~~obligated~~claim towith ~~make~~respect ~~any~~thereto ~~specified~~and ~~future~~its ~~issuance~~financial ~~and~~condition ~~may~~or ~~determine~~results ~~not~~of tooperations docould sobe adversely affected.

InWarrants ~~addition,~~will ~~any~~become ~~specified~~exercisable ~~future~~for ~~issuance~~New inSeatGeek ~~connection~~common ~~with an Affiliated Joint Acquisition would trigger the anti-dilution provisions of our Class B ordinary shares~~stock, which, ~~unless waived,~~ would ~~result~~increase ~~in an adjustment to~~ the conversion ratio of our Class B ordinary shares such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of ~~all ordinary~~ shares ~~issued~~eligible ~~and~~for ~~outstanding~~future ~~upon~~resale ~~completion~~in of the ~~initial~~ public ~~offering~~market ~~plus~~and ~~all~~result ~~shares issued~~ in the specified future issuance. They may waive such specified future issuance due to (but not limited to) the following: (i) closing conditions which are part of the initial business combination; (ii) during negotiations with Class A shareholders on structuring an initial business combination; (iii) during negotiations with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Acquisition. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to ~~waive such adjustment to the conversion ratio. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of~~ our ~~Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares~~shareholders. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

~~Since~~Outstanding ~~our~~warrants ~~sponsor~~to purchase an aggregate of 28,733,334 ~~officers~~shares of New SeatGeek common stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. Each warrant will entitle the registered holder to purchase one share of New SeatGeek common stock at a price of $11.50 per full share, subject to adjustment as discussed below, and ~~directors~~will become exercisable 30 days after the completion of the Business Combination. To the extent such warrants are exercised, additional shares of New SeatGeek common stock will ~~lose~~be ~~their~~issued, ~~entire~~which ~~investment~~will result in us dilution to the holders of New SeatGeek common stock and increase the number of shares eligible for resale in the public market. The dilution of the relative ownership interest of, as a percentage of outstanding shares, caused by the exercise of the warrants will increase if a large number of our ~~initial~~shareholders ~~business~~elect ~~combination~~to isredeem ~~not~~their ~~completed~~shares ~~(other~~in ~~than~~connection with ~~respect~~the toBusiness Combination. Further, the redemption of public shares ~~they~~without ~~may~~any ~~acquire~~accompanying ~~after~~redemption of public warrants will increase the ~~initial~~dilutive effect of the exercise of public ~~offering),~~warrants. aSales ~~conflict~~of substantial numbers of ~~interest~~such shares in the public market or the fact that such warrants may ~~arise~~be inexercised ~~determining~~on ~~whether~~the arelative ~~particular~~ownership ~~business~~interest ~~combination~~of ~~target~~ existing shareholders could adversely affect the market price of New SeatGeek common stock. However, there is ~~appropriate~~no ~~for~~guarantee ~~our~~that ~~initial~~the ~~business~~public ~~combination~~warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

On39 June 10, 2020, our sponsor paid $25,000, or approximately $0.002 per share in exchange for 14,375,000 founder shares. In July 2020, our sponsor transferred 30,000 founder shares to each of our independent directors at a price of $0.002 per share. In addition, in August 2020, our sponsor transferred 30,000 founder shares to RHGM pursuant to its retainer agreement, resulting in our sponsor holding 14,195,000 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares issued and outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 57,500,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the issued and outstanding shares after the initial public offering, excluding the private placement shares underlying the private placement warrants. In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the initial public offering, on August 17, 2020, no founder shares were surrendered. The founder shares will be worthless if we do not complete an initial business combination.

39Table of Contents

~~Table~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of ~~Contents~~operations.

InWe ~~addition,~~are ~~our~~subject ~~sponsor~~to ~~purchased~~laws anand ~~aggregate~~regulations ofenacted 9by national,~~566,667~~ ~~warrants~~regional ~~for~~and anlocal ~~aggregate~~governments. ~~purchase~~In ~~price of $14~~particular,~~350,000,~~ orwe ~~$1.50~~are ~~per~~required ~~warrant.~~to ~~The~~comply ~~private~~with ~~placement~~certain ~~warrants~~SEC (and ~~the~~other ~~underlying securities)~~legal ~~will~~requirements. ~~also~~Compliance bewith, ~~worthless~~and ifmonitoring weof, doapplicable ~~not~~laws ~~complete~~and ~~our~~regulations ~~initial~~may ~~business~~be ~~combination.~~difficult, ~~The~~time ~~personal~~consuming and ~~financial~~costly. ~~interests~~Those oflaws ~~our~~and ~~officers~~regulations and ~~directors~~their interpretation and application may ~~influence~~also ~~their~~change ~~motivation~~from intime ~~identifying~~to time and ~~selecting~~those changes could have a ~~target~~material ~~business~~adverse ~~combination, completing~~effect anon ~~initial~~our business, ~~combination~~investments and ~~influencing~~results ~~the~~of ~~operation~~operations. ofIn ~~the~~addition, ~~business~~a ~~following~~failure ~~the~~to ~~initial~~comply ~~business~~with ~~combination.~~applicable ~~This~~laws ~~risk~~or ~~may~~regulations, ~~become~~as ~~more~~interpreted ~~acute~~and asapplied, ~~the~~could ~~24-month~~have ~~deadline~~a ~~for~~material adverse effect on our ~~completion of~~business, anincluding our ability to negotiate and complete our initial business combination ~~nears~~, and results of operations.

WeNew ~~may~~SeatGeek’s ~~issue~~ability ~~notes~~to orbe ~~other~~successful ~~debt~~following ~~securities,~~the orBusiness ~~otherwise~~Combination ~~incur~~will ~~substantial~~depend ~~debt,~~upon tothe ~~complete~~efforts aof ~~business combination,~~the ~~which~~New ~~may~~SeatGeek ~~adversely~~board ~~affect~~of ~~our~~directors ~~leverage~~ and ~~financial~~New ~~condition~~SeatGeek’s ~~and~~key ~~thus~~personnel. The loss of such persons could negatively impact the ~~value~~operations and profitability of ~~our~~New ~~shareholders~~SeatGeek’s ~~investment~~business infollowing usthe Business Combination.

~~Although~~New weSeatGeek’s ~~have~~ability noto ~~commitments~~be assuccessful offollowing the ~~date~~Business ofCombination ~~this~~will ~~Annual~~be ~~Report~~dependent onupon ~~Form~~the ~~10-K~~efforts toof ~~issue~~the ~~any~~New ~~notes~~SeatGeek ~~or other~~board ~~debt~~of ~~securities,~~directors orand tokey ~~otherwise~~personnel. ~~incur~~RedBall ~~outstanding~~cannot ~~debt,~~assure weyou ~~may~~that, ~~choose~~following tothe ~~incur~~Business ~~substantial~~Combination, ~~debt~~the toNew ~~complete~~SeatGeek ~~our~~board ~~initial~~of ~~business~~directors ~~combination. We~~ and ~~our~~New ~~officers~~SeatGeek’s ~~have~~key ~~agreed~~personnel ~~that we~~ will ~~not~~be ~~incur~~effective ~~any~~or ~~indebtedness~~successful ~~unless we have obtained from the lender a waiver of any right, title, interest~~ or ~~claim~~remain ofwith ~~any~~New ~~kind~~SeatGeek. inIn oraddition to the ~~monies~~other ~~held~~challenges inthey ~~the~~will ~~trust~~face, ~~account. As~~ such, noindividuals ~~issuance~~may ofbe ~~debt~~unfamiliar ~~will~~with ~~affect~~ the ~~per~~requirements ~~share~~of ~~amount~~operating ~~available~~a ~~for~~public ~~redemption~~company, ~~from~~which ~~the~~could ~~trust~~cause ~~account.~~New ~~Nevertheless,~~SeatGeek’s ~~the incurrence~~management ofto ~~debt~~expend ~~could~~time ~~have~~and aresources ~~variety~~becoming offamiliar ~~negative~~with ~~effects,~~such ~~including:~~requirements.

•The ~~default~~company and ~~foreclosure~~SeatGeek onwill ~~our~~be ~~assets~~subject ifto ~~our~~business ~~operating~~uncertainties ~~revenues~~and ~~after~~contractual anrestrictions ~~initial~~while ~~business~~the ~~combination~~Business Combination are ~~insufficient~~pending. ~~to repay our debt obligations;~~

•Uncertainty ~~acceleration~~about the effect of ~~our~~the ~~obligations~~Business toCombination ~~repay~~on employees and third parties may have an adverse effect on the ~~indebtedness~~company ~~even~~and ifSeatGeek. weThese ~~make~~uncertainties ~~all~~may ~~principal~~impair our and ~~interest~~SeatGeek’s ~~payments~~ability ~~when~~to ~~due~~retain ifand wemotivate ~~breach~~key ~~certain~~personnel ~~covenants~~and could cause third parties that ~~require~~deal ~~the~~with ~~maintenance~~any of ~~certain~~us ~~financial~~or ~~ratios~~them orto ~~reserves~~defer ~~without~~entering ainto ~~waiver~~contracts or ~~renegotiation~~making other decisions or seek to change existing business relationships. If key employees depart because of ~~that~~uncertainty ~~covenant;~~about their future roles and the potential complexities of the Business Combination, our and SeatGeek’s business could be harmed.

•RedBall ~~our~~may ~~immediate~~waive ~~payment~~one ofor ~~all~~more ~~principal~~of ~~and~~the ~~accrued~~conditions ~~interest,~~to ~~if any, if~~ the ~~debt~~Business ~~security~~Combination. ~~is payable on demand;~~

•We ~~our~~may ~~inability~~agree to ~~obtain~~waive, ~~necessary~~in ~~additional~~whole ~~financing~~or ifin ~~the~~part, ~~debt~~one ~~security~~or ~~contains~~more ~~covenants~~of ~~restricting~~the conditions to our ~~ability~~obligation to ~~obtain~~complete ~~such~~the ~~financing~~Business ~~while~~Combination, to the ~~debt~~extent ~~security~~permitted isby ~~outstanding;~~the Cayman Constitutional Documents and applicable laws. If the RedBall

•40 ~~our inability to pay dividends on our Class A ordinary shares;~~

•Table ~~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 Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;Contents

•board ~~limitations~~of ondirectors ~~our~~determines ~~flexibility~~that ina ~~planning~~failure ~~for~~of ~~and~~SeatGeek ~~reacting~~to satisfy any condition to ~~changes~~RedBall’s inobligation to consummate the Business Combination is not material, then our ~~business~~board of directors may authorize our waiver of that condition and inclose the ~~industry~~Business inCombination. ~~which~~RedBall wemay ~~operate;~~not waive the condition that our shareholders approve the Business Combination.

•The ~~increased~~exercise ~~vulnerability~~of todiscretion ~~adverse~~by ~~changes~~our directors and officers in ~~general~~agreeing ~~economic,~~to ~~industry~~changes ~~and~~to ~~competitive~~the terms of or waivers of closing conditions ~~and~~in ~~adverse~~the ~~changes~~Business Combination Agreement may result in ~~government~~a ~~regulation;~~conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of our shareholders.

•In ~~limitations~~the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require the company to agree to further amend the Business Combination Agreement to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of SeatGeek’s business, a request by SeatGeek to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on ~~our~~SeatGeek’s ~~ability~~business and would entitle the company to ~~borrow~~terminate ~~additional~~the ~~amounts~~Business Combination Agreement, as applicable. In any of such circumstances, it would be in the discretion of the company, acting through the board, to grant its consent or waive its rights. In the event RedBall does not consummate a business combination by August 17, 2022, it would cease all operations except for ~~expenses~~the purpose of winding up, ~~capital~~redeeming ~~expenditures~~all of the outstanding public shares for cash and, ~~acquisitions~~subject to the approval of its remaining shareholders and the board of the company, ~~debt~~dissolving ~~service~~and liquidating, subject in each case to its obligations under the CICL to provide for claims of creditors and the requirements of other applicable law. In such an event, ~~execution~~the RedBall Class B shares owned by the sponsor and independent directors would be worthless because following the redemption of ~~our~~the ~~strategy~~public shares, RedBall would likely have few, if any, net assets. As a result, the sponsor will benefit from the completion of a business combination and ~~other~~may ~~purposes~~be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate. The existence of this conflict and the other ~~disadvantages~~financial ~~compared~~and personal interests of the directors described elsewhere in this Annual Report may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the company and our shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this Annual Report, we do not believe there will be any changes or waivers that our ~~competitors~~directors ~~who~~and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have ~~less~~a ~~debt~~material impact on the shareholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our shareholders with respect to the SeatGeek Business Combination proposal, as applicable.

WeRedBall ~~may only be able to complete one business combination with the proceeds of the initial public offering~~ and ~~the~~SeatGeek ~~sale of the private placement warrants, which~~ will ~~cause~~incur ussignificant totransaction beand ~~solely~~transition ~~dependent~~costs onin aconnection ~~single~~with ~~business~~the ~~which~~Business ~~may have a limited number of products or services~~Combination. ~~This lack of diversification may negatively impact our operations and profitability.~~

RedBall and SeatGeek have both incurred and expect to incur significant,

The net proceeds from the initial public offering and the sale of the private placement warrants provided us with $554,875,000 that we may use to complete our initial business combination (after taking into account $20,125,000 of deferred underwriting commissions being held in the trust account). non-recurring

costs in connection with the Business Combination and New SeatGeek’s operation as a public company following the consummation of the Business Combination. RedBall and SeatGeek may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by New SeatGeek upon consummation of the Business Combination, provided, however, that certain transaction expenses incurred by RedBall in excess of $35 million will be either offset by (i) the forfeiture and cancellation of our sponsor’s founder shares having value equal to such excess or (ii) the payment in cash of such excess to New SeatGeek.

WeSince ~~may~~the ~~effectuate~~holders ~~our~~of ~~initial~~RedBall ~~business~~founder ~~combination~~shares, ~~with~~including aour ~~single~~directors, ~~target~~have ~~business~~interests orthat ~~multiple~~are ~~target~~different, ~~businesses simultaneously~~ or ~~within~~in ~~a short~~addition ~~period~~to of(and ~~time.~~which ~~However, we~~ may ~~not~~conflict ~~be able to effectuate our initial business combination~~ with ~~more than one target business because of various factors~~), ~~including~~ the ~~existence~~interests of ~~complex~~our ~~accounting~~public ~~issues~~shareholders, ~~and~~a ~~the~~conflict ~~requirement~~of ~~that~~interest wemay ~~prepare and~~have ~~file~~existed ~~pro~~in ~~forma~~determining ~~financial~~whether ~~statements with~~ the ~~SEC~~Business ~~that~~Combination ~~present~~with ~~operating~~SeatGeek ~~results~~is ~~and~~appropriate ~~the financial condition of several target businesses~~ as ~~if they had been operated on a combined basis. By completing~~ our initial business combination. ~~with~~Such ~~only~~interests ~~a single~~include ~~entity,~~that ~~our~~such ~~lack~~holders ~~of diversification~~ may ~~subject~~lose ustheir toentire ~~numerous~~investment ~~economic,~~in ~~competitive~~us ~~and~~if ~~regulatory developments. Further, we would not be able to diversify~~ our ~~operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several~~ business ~~combinations~~combination inis ~~different~~not ~~industries or different areas of a single industry~~completed. ~~Accordingly, the prospects for our success may be:~~

•When ~~solely~~you ~~dependent~~consider ~~upon~~the recommendation of the ~~performance~~RedBall Board in favor of aapproval ~~single~~of ~~business~~the Business Combination and the proposals to be considered at the extraordinary meeting, ~~property~~you orshould ~~asset~~keep in mind that the holders of our founder shares, including our directors, have interests in the Business Combination that are different from, or in addition to (which may conflict with), those of RedBall shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

• ~~dependent~~the ~~upon~~fact that the ~~development~~sponsor orand ~~market~~our ~~acceptance~~directors have agreed not to redeem any of our public shares in connection with a ~~single~~shareholder orvote ~~limited~~to ~~number~~approve ofa ~~products,~~proposed ~~processes~~initial orbusiness ~~services.~~combination;

40• the fact that the sponsor and our directors collectively hold an aggregate of 14,345,000 founder shares, which will be worthless if a business combination is not consummated by August 17, 2022 (or if such date is extended at a duly called annual general meeting, such later date) and as a result, the sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate;

~~Table~~41 ~~of Contents~~

~~This~~Table ~~lack~~ of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. Contents

We• ~~may~~the ~~attempt~~fact tothat ~~simultaneously~~the ~~complete~~sponsor ~~business~~paid ~~combinations~~an ~~with~~aggregate ~~multiple~~of ~~prospective~~approximately ~~targets~~$14,350,000 ~~which~~for ~~may~~its ~~hinder~~9,566,667 ~~our~~RedBall ~~ability~~private placement warrants to ~~complete~~purchase ~~our~~RedBall ~~initial~~ Class A ordinary shares and that such private placement warrants will expire worthless if a business combination ~~and~~is ~~give~~not ~~rise~~consummated toby ~~increased~~August ~~costs~~17, ~~and~~2022 ~~risks~~(or ~~that~~if ~~could~~such ~~negatively~~date ~~impact~~is ~~our~~extended ~~operations~~at ~~and~~a ~~profitability.~~duly called annual general meeting, such later date);

If• ~~we determine~~the tofact ~~simultaneously~~that ~~acquire~~concurrently ~~several~~with ~~businesses~~the ~~that~~execution ~~are~~and ~~owned~~delivery byof ~~different~~the ~~sellers~~Business Combination Agreement, we ~~will~~have ~~need~~entered ~~for~~into ~~each~~the ofSponsor ~~such~~Support ~~sellers~~Agreement towith ~~agree~~the ~~that~~sponsor, ~~our~~pursuant ~~purchase~~to ofwhich ~~its~~the ~~business~~sponsor ishas ~~contingent~~agreed onto ~~the~~(i) ~~simultaneous~~vote ~~closings~~all of ~~the~~its ~~other~~RedBall ~~business combinations,~~ordinary ~~which~~shares ~~may~~in ~~make~~favor itof ~~more~~the ~~difficult~~Business ~~for~~Combination ~~us,~~ and ~~delay~~certain ~~our~~other ~~ability~~matters, to(ii) ~~complete~~contribute ~~our~~to ~~initial~~New ~~business~~SeatGeek ~~combination.~~for ~~With~~no ~~multiple~~consideration ~~business combinations~~1,000,000 wefounder ~~could also face additional risks~~shares, ~~including~~(iii) ~~additional~~certain ~~burdens~~restrictions ~~and~~on ~~costs~~the ~~with~~Sponsor ~~respect to~~Earnout ~~possible~~Shares, ~~multiple negotiations~~ and ~~due~~(iv) ~~diligence~~forfeit ~~investigations~~for ~~(if~~no ~~there~~consideration ~~are~~a ~~multiple~~number ~~sellers)~~of ~~and~~founder ~~the~~shares ~~additional~~equal ~~risks~~in ~~associated~~value ~~with~~to the ~~subsequent~~Excess ~~assimilation~~RedBall ofTransaction ~~the~~Expenses ~~operations~~as ~~and~~determined ~~services~~in oraccordance ~~products~~with of the ~~acquired~~procedures ~~companies~~ in athe ~~single operating~~Business ~~business.~~Combination IfAgreement, wein ~~are~~each ~~unable~~case toupon ~~adequately~~the ~~address~~terms ~~these~~and ~~risks,~~subject itto ~~could~~the ~~negatively~~conditions ~~impact~~set ~~our~~forth ~~profitability and results of operations.~~ therein;

We• ~~may attempt~~the tofact ~~complete~~that ~~our~~the ~~initial~~sponsor ~~business~~will ~~combination~~continue ~~with~~to ahold ~~private~~New ~~company~~SeatGeek ~~about~~common ~~which~~stock ~~little~~and ~~information~~will ishave ~~available,~~the ~~which~~right ~~may~~to ~~result~~acquire inadditional ashares ~~business~~of ~~combination~~New ~~with~~SeatGeek acommon ~~company~~stock ~~that~~upon isexercise ~~not~~of asits ~~profitable~~New asSeatGeek wewarrants ~~suspected~~following the Business Combination, ifsubject atto ~~all.~~certain lock-up periods;

In• ~~pursuing~~the ~~our~~fact ~~business~~that ~~combination~~RedBall’s ~~strategy,~~existing wedirectors ~~may~~and ~~seek~~officers towill ~~effectuate~~be ~~our~~eligible ~~initial~~for ~~business~~continued ~~combination~~indemnification ~~with~~and acontinued ~~privately~~coverage ~~held~~under ~~company.~~RedBall’s ~~Very little~~directors’ ~~public~~and ~~information~~officers’ ~~generally~~liability ~~exists~~insurance ~~about~~after ~~private~~the ~~companies,~~Business Combination and wepursuant ~~could be required~~ to ~~make~~the ~~our~~Business ~~decision~~Combination onAgreement ~~whether~~for ~~to pursue~~ a ~~potential~~period ~~initial~~of ~~business~~6 ~~combination~~years onfollowing the ~~basis~~consummation of ~~limited~~the ~~information,~~Business ~~which may result in a business combination with a company that is not as profitable as we suspected, if at all.~~ Combination;

~~Our~~• ~~management~~the ~~may~~fact ~~not~~that bethe ~~able~~sponsor tomay ~~maintain~~be ~~control~~obligated ofto apurchase, ~~target business~~and ~~after~~New ~~our~~SeatGeek ~~initial~~may ~~business~~be ~~combination.~~obligate Weto ~~cannot~~issue, ~~provide~~up ~~assurance~~to ~~that~~6,500,000 ~~upon~~shares ~~loss~~ of ~~control~~New ofSeatGeek acommon ~~target~~stock ~~business,~~under ~~new~~certain ~~management~~circumstances ~~will~~pursuant ~~possess~~to the ~~skills,~~Backstop ~~qualifications~~Subscription ~~or abilities necessary to profitably operate such business.~~ Agreement;

We• ~~may structure our initial business combination so that~~ the ~~post-transaction~~fact ~~company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business~~that, ~~including~~pursuant ~~through~~to ~~an Affiliated Joint Acquisition, but we will only complete such business combination if~~ the ~~post-transaction~~terms ~~company owns or acquires 50% or more~~ of ~~the outstanding~~RedBall’s ~~voting~~agreement ~~securities~~with ofRichard ~~the~~Scudamore ~~target or otherwise acquires a controlling interest in the target sufficient~~ for ushis ~~not~~service ~~to be required to register~~ as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a ~~minority interest in the post business combination company~~director, ~~depending~~RedBall’s onsuccessful ~~valuations~~consummation ~~ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number~~ of ~~new Class A ordinary shares in exchange for all of~~ the ~~outstanding~~ ~~capital~~Business ~~stock,~~Combination ~~shares or other equity interests of a target. In this case, we~~ would ~~acquire~~result ~~a 100% interest~~ in ~~the~~RedBall ~~target.~~being ~~However,~~obligated ~~as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior~~ to ~~such~~pay ~~transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction~~Mr. InScudamore ~~addition~~$100, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. 000;

We• dothe ~~not~~fact ~~have~~that aRedBall ~~specified~~has ~~maximum~~engaged ~~redemption~~RedBird ~~threshold.~~BD, ~~The~~LLC ~~absence~~(“RedBird BD”), an affiliate of ~~such~~the asponsor ~~redemption~~and ~~threshold~~RedBird, ~~may~~to ~~make~~act itas ~~possible~~RedBall’s financial advisor in connection with the Business Combination. Pursuant to the engagement, RedBird BD arranged the Backstop Subscription and provided financial advisory, structuring and other services to RedBall. RedBall will pay RedBird BD $6.0 million for usthese services, which shall be earned and paid upon the consummation of the Business Combination. Therefore, RedBird, the sponsor and RedBird BD have financial interests in the consummation of the Business Combination in addition to ~~complete~~the ~~our~~financial ~~initial business~~interest ~~combination~~of the sponsor (with ~~which~~whom aRedBird ~~substantial~~and ~~majority~~RedBird BD are affiliated). RedBird BD’s engagement was not contemplated at the time of ~~our~~RedBall’s ~~shareholders~~initial dopublic offering and therefore was not ~~agree~~among the anticipated related party transactions disclosed in the prospectus for RedBall’s initial public offering. The RedBird BD engagement and the related payment has been approved by RedBall’s audit committee and the RedBall board of directors in accordance with RedBall’s related persons transaction policy;

~~Our~~• ~~amended~~the ~~and~~fact ~~restated~~that ~~memorandum~~the ~~and articles~~holders of ~~association~~founder ~~provide that in no event will we redeem our public~~ shares inand anprivate ~~amount~~placement ~~that~~warrants ~~would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for~~ (~~i) cash~~and ~~consideration~~any toRedBall beClass ~~paid~~A toordinary ~~the~~shares ~~target~~issuable orupon ~~its owners, (ii) cash for working capital or other general corporate purposes or (iii)~~ the ~~retention~~exercise of ~~cash~~the toprivate ~~satisfy~~placement ~~other~~warrants ~~conditions.~~and Aswarrants athat ~~result, we~~ may be ~~able to~~issued ~~complete~~upon ~~our~~conversion ~~initial business combination even though a substantial majority~~ of ~~our~~working ~~public~~capital ~~shareholders do not agree with the transaction and have redeemed their shares or~~loans), ifare weentitled ~~seek~~to ~~shareholder~~registration ~~approval~~rights ~~of our initial business combination and do not conduct redemptions in connection with our initial business combination~~ pursuant to ~~the~~a ~~tender~~registration ~~offer~~rights ~~rules~~agreement, ~~have~~which ~~entered~~requires ~~into~~us ~~privately negotiated agreements~~ to ~~sell~~register ~~their~~a ~~shares~~sale toof ~~our sponsor, officers, directors, advisors or~~ any of ~~their affiliates.~~our Insecurities ~~the~~held ~~event~~by ~~the~~them ~~aggregate~~prior ~~cash consideration we would be required~~ to ~~pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~consummation of ~~the proposed~~our ~~business~~initial ~~combination exceed the aggregate amount of cash available to us, we will not complete the~~ business combination; ~~or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof,~~ and ~~we instead may search for an alternate business combination.~~

41• Given the differential that the sponsor paid for the founder shares as compared to the price of the units sold in the IPO and the substantial number of shares of New SeatGeek common stock that the sponsor will receive upon conversion of the founder shares in connection with the Business Combination, the sponsor and its affiliates may earn a positive rate of return on their investment even if New SeatGeek common stock trades below the price initially paid for the RedBall Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination.

~~Table~~42 ~~of Contents~~

InTable ~~order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions~~ of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support. Contents

In• ~~order to effectuate a business combination, special purpose acquisition companies have, in~~ the ~~recent~~fact ~~past,~~that ~~amended~~pursuant ~~various~~to ~~provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended~~ the ~~definition~~Amended ~~of business combination, increased redemption thresholds~~ and ~~extended~~Restated ~~the~~Registration ~~time~~Rights ~~to consummate an initial business combination and~~Agreement, ~~with respect to their warrants, amended their warrant agreements to require~~ the ~~warrants~~sponsor ~~to be exchanged for cash~~ and~~/or~~ ~~other~~RedBall’s ~~securities.~~directors ~~Amending our amended and restated memorandum and articles of association~~ will ~~require~~have acustomary ~~special~~registration ~~resolution under Cayman Islands law~~rights, ~~which~~including ~~requires~~demand ~~the~~and ~~affirmative vote of a majority of at least two~~piggy-~~thirds~~back ~~of the shareholders who attend and vote at a general meeting of the company~~rights, ~~and~~ ~~amending~~subject ~~our~~to ~~warrant~~cooperation ~~agreement will require a vote of holders of at least 50% of the public warrants~~ and, ~~solely~~cut-back ~~with~~provisions ~~respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement~~ with respect to ~~the private placement warrants, 50% of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us~~ to ~~provide our public shareholders with~~ the ~~opportunity to redeem their public~~ shares ~~for~~of ~~cash~~New ifSeatGeek wecommon ~~propose~~stock ~~an amendment to our amended~~ and ~~restated~~warrants ~~memorandum~~held ~~and~~by articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such ~~amendments~~parties ~~would~~following ~~be deemed to fundamentally change~~ the ~~nature~~consummation of the ~~securities~~Business ~~offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities~~Combination. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The ~~provisions~~personal ~~of our amended~~ and ~~restated~~financial ~~memorandum~~interests ~~and articles~~ of ~~association~~the ~~that~~sponsor ~~relate~~and toRedBall’s ~~our~~directors ~~pre-business combination activity (~~and ~~corresponding~~officers ~~provisions of the agreement governing the release of funds from our trust account)~~ may behave ~~amended~~influenced ~~with~~their ~~the~~motivation ~~approval~~in ofidentifying ~~holders of not less than two-thirds of our ordinary shares who attend~~ and ~~vote~~selecting atSeatGeek as a ~~general~~business ~~meeting~~combination oftarget, ~~the~~completing ~~company~~an ~~(or~~initial ~~65%~~business ofcombination ~~our ordinary shares~~ with ~~respect~~SeatGeek toand ~~amendments~~influencing to the ~~trust~~operation ~~agreement~~of ~~governing~~ the ~~release~~business offollowing funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the ~~completion~~ ~~of an~~ initial business combination ~~that some of our shareholders may not support~~.

~~Our~~If ~~amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including~~ the ~~requirement~~Business toCombination’s ~~deposit~~benefits ~~proceeds~~do ofnot ~~the~~meet ~~initial public offering and~~ the ~~sale~~expectations of ~~the private placement of warrants into the trust account and not release such amounts except in specified circumstances~~investors, ~~and to provide redemption rights to public~~ shareholders asor ~~described~~financial ~~herein) may be amended if approved by special resolution under Cayman Islands law~~analysts, ~~which requires~~ the ~~affirmative~~market ~~vote~~price of ~~a majority of at least two-thirds of~~ the ~~shareholders who attend and vote at a general meeting of the~~ company,’s ~~and~~securities ~~corresponding provisions of the trust agreement governing the release of funds from our trust account~~ may ~~be amended if approved by holders of 65% of our ordinary shares~~decline. Our initial shareholders, who collectively beneficially own 20% of our ordinary shares following the initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our prebusiness combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

~~Our~~If ~~sponsor,~~the ~~officers~~benefits ~~and~~of ~~directors~~the ~~have~~Business ~~agreed,~~Combination ~~pursuant~~do ~~to a written agreement with us, that they will~~ not ~~propose~~meet ~~any~~the ~~amendment~~expectations ~~to our amended and restated memorandum and articles~~ of ~~association~~investors ~~(A) to modify the substance~~ or ~~timing~~securities ofanalysts, ~~our~~the ~~obligation~~market toprice ~~allow redemption in connection with our initial business combination or to redeem 100%~~ of ~~our public shares if we have not consummated an initial business combination within~~ the ~~completion~~company’s ~~window,~~securities orprior ~~(B) with respect~~ to ~~any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with~~ the ~~opportunity~~Closing tomay ~~redeem~~decline. ~~their~~The ~~Class A~~market ~~ordinary~~values ~~shares upon approval~~ of ~~any~~the ~~such~~company’s ~~amendment~~securities at ~~a per-share price, payable in cash, equal to~~ the ~~aggregate~~ ~~amount~~time ~~then~~of ~~on deposit in~~ the ~~trust~~Business ~~account,~~Combination ~~including~~may ~~interest~~vary ~~(which~~significantly ~~interest~~from ~~shall~~their beprices ~~net of taxes payable) earned~~ on the ~~funds~~date ~~held in~~ the ~~trust~~Business ~~account~~Combination ~~and~~were ~~not previously released to us to pay our taxes~~executed, ~~divided by~~ the ~~number~~date of ~~then issued~~this ~~and~~Annual ~~outstanding public shares. Our shareholders are not parties to~~Report, or ~~third-party beneficiaries of, these agreements and, as a result, will not have~~ the ~~ability~~date toon ~~pursue~~which ~~remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in~~ the ~~event~~company’s ~~of a breach, our~~ shareholders ~~would~~vote ~~need~~on tothe ~~pursue~~Business ~~a shareholder derivative action, subject to applicable law~~Combination.

42In addition, following the Business Combination, fluctuations in the price of the company’s securities could contribute to the loss of all or part of the investment. Prior to the Business Combination, there has not been a public market for SeatGeek’s stock and trading in the shares of company ordinary shares has not been active. Accordingly, the valuation ascribed to SeatGeek and the company Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the company’s securities develops and continues, the trading price of the company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the company’s control. Any of the factors listed below could have a material adverse effect on the investment in the company’s securities and the company’s securities may trade at prices significantly below the price paid for them. In such circumstances, the trading price of the company’s securities may not recover and may experience a further decline.

~~Table~~Factors affecting the trading price of ~~Contents~~the company’s securities following the Business Combination may include

~~Our~~• ~~letter~~actual ~~agreement~~or ~~with~~anticipated ~~our~~fluctuations ~~sponsor,~~in ~~officers~~New ~~and~~SeatGeek’s ~~directors~~quarterly ~~may~~financial beresults ~~amended~~or ~~without~~the ~~shareholder approval.~~quarterly financial results of companies perceived to be similar to it;

~~Our~~• ~~letter~~changes agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in ~~liquidating distributions from~~ the ~~trust~~market’s ~~account.~~expectations ~~The~~about ~~letter~~New ~~agreement~~SeatGeek’s ~~may~~operating be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. results;

We• ~~may~~success ~~be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth~~ of ~~a target business, which could compel us to restructure or abandon a particular business combination.~~ competitors;

We• ~~have~~failure ~~not selected any specific business combination target but intend~~ to ~~target~~attract ~~businesses~~analyst ~~with~~coverage enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the private placement warrants and forward purchase shares. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination or if a forward purchase party withholds its consent confirming its commitment to purchase all of the forward purchase shares, we may be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for ~~general~~New ~~corporate~~SeatGeek’s ~~purposes,~~stock ~~including for maintenance~~ or ~~expansion~~one ~~of operations of the post-transaction businesses, the payment of principal~~ or ~~interest~~more ~~due~~analysts onceases ~~indebtedness~~coverage ~~incurred in completing our initial business combination, or to fund the purchase~~ of ~~other~~New ~~companies.~~SeatGeek’s If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or ~~growth~~fails ~~of the target business. The failure~~ to ~~secure~~publish ~~additional~~reports ~~financing could have a material adverse effect~~ on ~~the continued~~New ~~development~~SeatGeek ~~or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.~~ regularly;

~~Our~~• ~~initial~~New ~~shareholders~~SeatGeek ~~control~~operating aresults ~~substantial~~failing ~~interest~~to inmeet usthe ~~and~~expectation ~~thus~~of ~~may~~securities ~~exert~~analysts aor ~~substantial~~investors ~~influence on actions requiring a shareholder vote, potentially~~ in a ~~manner~~particular ~~that you do not support.~~ period;

~~Our~~• ~~initial~~changes ~~shareholders own 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially~~ in afinancial ~~manner~~estimates ~~that you do not support, including amendments to our amended~~ and ~~restated~~recommendations ~~memorandum~~by ~~and~~securities ~~articles~~analysts ofconcerning ~~association.~~New IfSeatGeek’s ~~our initial shareholders purchase any additional Class A ordinary shares, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers~~ or ~~directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of~~ the ~~current~~live ~~trading~~events ~~price~~or ofticketing ~~our~~industry Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being appointed in ~~each year. We may not hold an annual~~ general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. The forward purchase shares, if issued, would not be issued until the completion of our initial business combination, and, accordingly, will not be included in any shareholder vote until such time. ;

43• operating and share price performance of other companies that investors deem comparable to New SeatGeek’s;

~~Table~~• ofNew ~~Contents~~SeatGeek’s ability to market new and enhanced products and technologies on a timely basis;

We• ~~may~~changes ~~amend the terms of the warrants~~ in alaws manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and ~~the~~regulations ~~number~~affecting ofNew ~~Class A~~SeatGeek’s ~~ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.~~ business;

~~Our~~• ~~warrants~~New ~~will~~SeatGeek’s be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to ~~amend~~meet ~~the~~compliance terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. requirements;

A43 ~~provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.~~

IfTable ~~(i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing~~ of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (ii) 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, and (iii) the volume weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. Contents

We• ~~may~~commencement ~~redeem~~of, ~~your~~or ~~unexpired~~involvement ~~warrants prior to their exercise at a time that is disadvantageous to you~~in, ~~thereby~~litigation ~~making~~involving ~~your~~New ~~warrants worthless.~~ SeatGeek;

We• ~~have~~changes ~~the~~in ~~ability~~New toSeatGeek’s ~~redeem~~capital ~~outstanding warrants at any time after they become exercisable and prior to their expiration~~structure, atsuch ~~a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (~~as ~~adjusted~~future ~~for~~issuances share splits, share capitalizations, 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 give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or ~~(iii) accept~~ the ~~nominal~~incurrence ~~redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value~~ of ~~your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees.~~ debt;

44• the volume of New SeatGeek’s shares of common stock available for public sale;

~~Table~~• any major change in New SeatGeek’s board of ~~Contents~~directors or management;

~~Our~~• ~~warrants~~sales ~~may~~of ~~have~~substantial anamounts ~~adverse~~of ~~effect~~New onSeatGeek’s ~~the~~shares ~~market~~of ~~price~~common ofstock ~~our~~by ~~Class A~~New ~~ordinary~~SeatGeek’s ~~shares~~directors, ~~and~~executive ~~make it~~officers ~~more~~or ~~difficult~~significant toshareholders ~~effectuate~~or ~~our~~the ~~initial~~perception ~~business~~that ~~combination.~~such sales could occur; and

We• ~~issued~~general ~~warrants~~economic toand ~~purchase~~political ~~19,166,667~~conditions ofsuch ~~our Class A ordinary shares~~ as ~~part of the units sold in the initial public offering and~~recessions, ~~simultaneously~~COVID-19 ~~with the closing of the initial public offering~~outbreak, wepolitical issued in the private placement an aggregate of 9,566,667 private placement warrants at $1.50 per share. We may also issue up to 10,000,000 Class A ordinary shares to the forward purchase parties in connection with our initial business combination pursuant to the forward purchase agreements. In addition, if the sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. instability

~~Because~~Broad ~~each~~market ~~unit~~and ~~contains~~industry ~~one-third~~factors may materially harm the market price of ~~one~~New ~~warrant~~SeatGeek’s ~~and~~securities ~~only~~irrespective aof ~~whole~~New ~~warrant may~~SeatGeek’s beoperating ~~exercised~~performance. The stock market in general, and NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the ~~units~~operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New SeatGeek’s securities, may not be ~~worth~~predictable. ~~less~~A ~~than~~loss ~~units~~of investor confidence in the market for retail stocks or the stocks of other ~~special~~companies ~~purpose~~which ~~acquisition~~investors ~~companies~~perceive to be similar to New SeatGeek’s could depress New SeatGeek’s share price regardless of New SeatGeek’s business, prospects, financial conditions or results of operations. A decline in the market price of New SeatGeek’s securities also could adversely affect New SeatGeek’s ability to issue additional securities and New SeatGeek’s ability to obtain additional financing in the future. and acts of war or terrorism.

The ability to execute the

~~Each unit contains one~~post-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

company’s strategic plan could be negatively impacted to the extent a significant number of shareholders choose to redeem their shares in connection with the Business Combination.

~~Because~~Depending weupon ~~must~~the ~~furnish~~aggregate ~~our~~amount ~~shareholders~~of ~~with~~cash ~~target~~consideration ~~business~~the ~~financial~~company ~~statements~~would be required to pay for all shares of ordinary shares that are validly submitted for redemption, wethe post-combination company may ~~lose~~be required to increase the financial leverage the post-combination company’s business would have to support. This may negatively impact its ability to ~~complete~~execute anon ~~otherwise~~its ~~advantageous~~own ~~initial business~~future ~~combination~~strategic ~~with~~plan ~~some~~and ~~prospective~~its ~~target~~financial ~~businesses~~viability.

~~The~~If ~~federal~~after ~~proxy rules require that~~ the ~~proxy~~Business ~~statement~~Combination, ~~with~~we ~~respect~~fail to ~~the~~ ~~vote~~innovate onour anproducts ~~initial business combination include historical~~ and ~~pro~~services, ~~forma financial statement disclosure. We will include the same financial statement disclosure in connection with~~ our ~~tender~~ability ~~offer documents, whether or not they are required under the tender offer rules. These financial statements may be required~~ to beattract ~~prepared~~new inSeatGeek ~~accordance~~Enterprise ~~with,~~clients orcould be ~~reconciled~~negatively ~~to,~~impacted ~~GAAP or IFRS, depending on the circumstances~~ and ~~the~~our ~~historical~~revenue financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and ~~complete~~growth ~~our~~rates ~~initial~~could ~~business combination within the prescribed time frame~~decline.

We ~~are~~ anmust ~~emerging~~be ~~growth~~able ~~company~~to innovate our products and services in order to attract and appeal to new venues and rightsholders to our primary ticketing product, which we refer to as SeatGeek Enterprise. Demand for our SeatGeek Enterprise product is affected by a ~~smaller~~number ~~reporting~~of ~~company~~factors, ~~within~~many of which are beyond our control, including the ~~meaning~~timing of ~~the~~development ~~Securities~~and ~~Act~~release of new products, features and iffunctionality weintroduced ~~take~~by ~~advantage~~us or our competitors, technological change and the growth or contraction of ~~certain~~the ~~exemptions~~market ~~from~~in ~~disclosure~~which ~~requirements~~we ~~available~~compete. Our ability to ~~emerging~~attract ~~growth~~new ~~companies~~SeatGeek orEnterprise ~~smaller~~clients ~~reporting companies~~will depend, ~~this~~in ~~could~~part, ~~make~~on the technological and creative skills of our ~~securities~~personnel ~~less~~and ~~attractive~~on our ability to ~~investors~~protect our intellectual property rights, and there can be no assurances that we will be successful. We may ~~make~~not itbe ~~more~~successful ~~difficult~~in the development, introduction, marketing, and sourcing of new products or services, that satisfy ticket buyer, rightsholder and seller needs, achieve market acceptance, or generate satisfactory financial returns. If we are unable to ~~compare~~attract new SeatGeek Enterprise clients, our ~~performance~~business ~~with~~could ~~other~~be ~~public~~negatively ~~companies~~impacted and our revenue and growth rates could decline.

WeEven ~~are~~if anwe ~~“emerging~~do ~~growth~~attract ~~company”~~new ~~within~~SeatGeek ~~the~~Enterprise ~~meaning~~clients, of the ~~Securities~~cost ~~Act,~~of astheir ~~modified~~acquisition byor ~~the~~ongoing ~~JOBS~~customer ~~Act,~~support ~~and~~may weprove ~~may~~so ~~take~~high ~~advantage of~~as ~~certain~~to ~~exemptions~~prevent us from ~~various~~achieving ~~reporting~~or ~~requirements~~sustaining ~~that~~profitability. ~~are~~We ~~applicable~~intend to ~~other~~continue ~~public~~to ~~companies~~hire ~~that~~additional ~~are~~sales ~~not emerging growth companies~~personnel, ~~including,~~increase ~~but~~our ~~not~~marketing ~~limited~~activities to, ~~not~~help ~~being~~educate ~~required~~the tomarket ~~comply~~about ~~with~~ the ~~auditor~~benefits ~~internal controls attestation requirements~~ of ~~Section 404~~SeatGeek ~~of the Sarbanes-Oxley Act~~Enterprise, ~~reduced~~grow ~~disclosure obligations regarding executive compensation in~~ our ~~periodic~~domestic ~~reports~~ and ~~proxy~~international ~~statements,~~operations and ~~exemptions~~build ~~from~~brand awareness. If the ~~requirements~~costs of ~~holding~~these aefforts ~~nonbinding advisory~~increase ~~vote~~dramatically onor ~~executive~~if ~~compensation~~they ~~and~~do ~~shareholder approval of any golden parachute payments~~ not ~~previously approved. As a~~ result, ~~our~~in shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the ~~market value of our Class A ordinary shares held by non~~cost-~~affiliates~~effective ~~exceeds $700 million~~acquisition as of ~~any~~additional ~~June 30~~customers ~~before~~or ~~that~~substantial ~~time,~~increases in ~~which~~revenue, ~~case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find~~ our ~~securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions~~business, ~~the~~results ~~trading prices~~ of ~~our~~operations ~~securities may be lower than they otherwise would be, there may be a less active trading market for our securities~~ and ~~the~~financial ~~trading~~condition ~~prices of our securities~~ may be ~~more~~adversely ~~volatile~~affected.

4544

Table of Contents

~~Further,~~If ~~Section 102(b)(1)~~analysts of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not ~~have~~publish aresearch ~~class~~about ofNew ~~securities~~SeatGeek’s ~~registered~~business ~~under the Exchange Act) are required to comply with the new~~ or ~~revised~~if ~~financial~~they ~~accounting~~publish ~~standards.~~inaccurate The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or ~~revised~~unfavorable ~~and it has different application dates for public or private companies~~research, ~~we,~~New asSeatGeek’s anstock ~~emerging~~price ~~growth~~and ~~company,~~trading ~~can~~volume ~~adopt~~could ~~the new or revised standard at the time private companies adopt the new or revised standard~~decline. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Additionally,~~The wetrading ~~are~~market afor ~~“smaller~~the ~~reporting~~common ~~company”~~stock asof ~~defined~~New inSeatGeek ~~Item~~will ~~10(f)(1)~~depend ofin ~~Regulation~~part ~~S-K.~~on ~~Smaller~~the ~~reporting~~research ~~companies~~and ~~may~~reports ~~take~~that ~~advantage~~analysts ofpublish ~~certain~~about ~~reduced~~its ~~disclosure~~business. ~~obligations,~~New ~~including,~~SeatGeek ~~among~~will ~~other~~not ~~things,~~have ~~providing~~any ~~only~~control ~~two~~over ~~years~~these ~~of audited financial statements~~analysts. WeIf ~~will~~one ~~remain~~or amore ~~smaller reporting company until the last day~~ of the ~~fiscal~~analysts ~~year~~who incover ~~which~~New ~~(1) the~~SeatGeek ~~market~~downgrade ~~value~~its ofcommon ~~our~~stock ~~ordinary~~or ~~shares~~publish ~~held~~inaccurate byor ~~non-affiliates~~unfavorable ~~exceeds~~research ~~$250 million~~about asits ofbusiness, the ~~prior~~price ~~June 30,~~of orNew ~~(2) our annual~~SeatGeek ~~revenues~~common ~~exceeded~~stock ~~$100 million~~could ~~during~~decline. ~~such~~If ~~completed~~few ~~fiscal~~analysts ~~year~~cover ~~and~~New ~~the~~SeatGeek, ~~market~~demand ~~value~~for ofits ~~our~~common ~~ordinary~~stock ~~shares~~could ~~held~~decrease byand ~~non-affiliates~~its ~~exceeds~~common ~~$700 million~~stock asprice ofand ~~the~~trading ~~prior~~volume ~~June~~may ~~30th~~decline. ToSimilar ~~the extent~~results wemay ~~take~~occur ~~advantage~~if ofone ~~such~~or ~~reduced~~more ~~disclosure~~of ~~obligations,~~these itanalysts ~~may~~stop ~~also~~covering ~~make~~New ~~comparison~~SeatGeek ofin ~~our~~the ~~financial~~future ~~statements~~or ~~with~~fail ~~other~~to ~~public~~publish ~~companies~~reports ~~difficult~~on orit ~~impossible~~regularly.

~~Compliance~~Our ~~obligations~~shareholders ~~under~~will ~~the~~experience ~~Sarbanes-Oxley~~immediate ~~Act~~dilution ~~may~~of ~~make~~their itrelative ~~more~~ownership ~~difficult~~of ~~for~~New usSeatGeek toas ~~effectuate~~a ~~our~~consequence ~~initial~~of ~~business~~the ~~combination,~~issuance ~~require~~of ~~substantial financial~~New ~~and~~SeatGeek ~~management~~common ~~resources,~~stock ~~and~~as ~~increase~~consideration in the ~~time~~Business ~~and~~Combination ~~costs~~(including ~~of completing an initial business combination.~~

~~Section 404~~shares of ~~the~~ ~~Sarbanes-Oxley~~New ~~Act~~SeatGeek ~~requires~~common ~~that~~stock weissued ~~evaluate~~pursuant ~~and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed~~ to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~Because~~the weBackstop ~~are~~Subscription, ~~incorporated~~if ~~under~~any) and the ~~laws~~PIPE ofInvestment ~~the~~and ~~Cayman Islands,~~due ~~you~~to ~~may~~future ~~face~~issuances ~~difficulties~~pursuant into ~~protecting~~the ~~your~~2022 ~~interests,~~Plan. ~~and~~Having ~~your~~a ~~ability~~minority toshare ~~protect~~position ~~your~~may ~~rights~~reduce ~~through~~ the ~~U.S.~~influence ~~federal~~that ~~courts~~our ~~may~~current beshareholders ~~limited.~~have on the management of New SeatGeek.

WeIt is anticipated that, following the Business Combination, (i) our public shareholders are anexpected ~~exempted~~to ~~company~~own ~~incorporated~~approximately ~~under~~30.3% of the ~~laws~~outstanding New SeatGeek common stock, (ii) SeatGeek shareholders (without taking into account any public shares held by SeatGeek shareholders prior to the consummation of the ~~Cayman~~Business ~~Islands~~Combination or shares of New SeatGeek stock issuable to holders of options to acquire a number of shares of New SeatGeek common stock upon substantially the same terms and conditions as in effect with respect to SeatGeek options as of immediately prior to the First Effective Time and holders of the SeatGeek warrants assumed by New SeatGeek pursuant to the Business Combination Agreement, including the Designated SG Warrant (as defined below) (the “New SeatGeek Assumed Warrants”)) are expected to own approximately 57.3% Asof the outstanding New SeatGeek common stock, at a ~~result~~deemed value of $10.00 per share of New SeatGeek common stock and after giving effect to the Exchange Ratio, itwhich ~~may~~as of December 10, 2021 is estimated to be ~~difficult~~0.6891, ~~for~~and ~~investors~~assuming there is no Aggregate Cash Consideration to ~~effect~~holders ~~service~~ of ~~process~~SeatGeek ~~within~~common stock, (iii) the ~~United~~sponsor ~~States~~and ~~upon~~related ~~our~~parties ~~directors~~are orexpected ~~officers~~to collectively own approximately 7.1% of the outstanding New SeatGeek common stock (assuming the Sponsor Earnout Shares are fully vested and outstanding) and (iv) the PIPE Investors and the holder of the warrants to purchase shares of SeatGeek common stock pursuant to the Designated SG Subscription Agreement (the “Designated SG Warrant”) are expected to own approximately 5.3% of the outstanding New SeatGeek common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) 108,667,908 shares of New SeatGeek common stock are issued to the SeatGeek shareholders at the Closing pursuant to the Business Combination Agreement, which would be the number of New SeatGeek shares issued to these holders if the Closing occurred on December 10, 2021, (iii) 9,050,000 shares of New SeatGeek common stock are issued to the PIPE Investors pursuant to the PIPE Investment, (iv) the holder of Designated SG Warrant exercises the Designated SG Warrant in full at the Closing and 950,000 shares of New SeatGeek common stock are issued to the holder of the Designated SG Warrant at the Closing, (v) 1,000,000 shares of New SeatGeek common stock are contributed to New SeatGeek for no consideration by the sponsor immediately prior to the First Effective Time, (vi) no New SeatGeek warrants or ~~enforce~~warrants ~~judgments~~of ~~obtained~~New SeatGeek issued to the PIPE Investors in the ~~United~~PIPE ~~States~~Investment ~~courts~~to ~~against~~purchase ~~our~~New ~~directors~~SeatGeek common stock that will be outstanding immediately following the Closing have been exercised and (vii) no vested or ~~officers~~unvested New SeatGeek Options or New SeatGeek Assumed Warrants (other than the Designated SG Warrant) to purchase shares of New SeatGeek common stock that will be held by the former equityholders of SeatGeek immediately following the Closing have been exercised and no New SeatGeek RSUs have vested. If the actual facts are different from these assumptions, the percentage ownership retained by our current shareholders and SeatGeek shareholders in New SeatGeek will be different.

~~Our~~In ~~corporate~~addition, ~~affairs~~SeatGeek ~~will~~employees behold, ~~governed by our amended~~ and ~~restated~~after ~~memorandum~~Business ~~and articles of association~~Combination, ~~the~~are ~~Companies~~expected ~~Act (as the same may be supplemented or amended from time~~ to ~~time) and the common law of the Cayman Islands. We will also~~ be ~~subject~~granted, toequity ~~the~~awards ~~federal~~under ~~securities laws of~~ the ~~United~~2022 ~~States.~~Plan ~~The rights of shareholders to take action against the directors, actions by minority shareholders~~ and ~~the~~purchase ~~fiduciary~~rights ~~responsibilities of our directors to us~~ under ~~Cayman Islands law are to a large extent governed by~~ the ~~common law of the Cayman Islands~~ESPP. ~~The~~Holders ~~common law~~ of ~~the~~New ~~Cayman~~SeatGeek ~~Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English~~ common ~~law,~~stock ~~the~~will ~~decisions~~experience ofadditional ~~whose~~dilution ~~courts~~when ~~are~~those ofequity ~~persuasive~~awards ~~authority,~~and ~~but~~purchase ~~are not binding on a court in the Cayman Islands. The~~ rights ofbecome ~~our~~vested ~~shareholders~~ and ~~the~~settled ~~fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes~~ or ~~judicial precedent in some jurisdictions in the United States. In particular~~exercisable, ~~the Cayman Islands has a different body of securities laws~~ as ~~compared to the United States~~applicable, ~~and~~for ~~certain~~shares ~~states, such as Delaware, may have more fully developed and judicially interpreted bodies~~ of ~~corporate~~New ~~law.~~SeatGeek Incommon ~~addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States~~stock.

WeThe ~~have~~issuance ~~been advised by our Cayman Islands legal counsel that the courts~~ of ~~the~~ ~~Cayman~~additional ~~Islands~~common ~~are~~stock ~~unlikely~~will ~~(i) to~~significantly ~~recognize~~dilute ~~or enforce against us judgments of courts of~~ the ~~United~~equity ~~States~~interests ~~predicated upon the civil liability provisions~~ of ~~the~~existing ~~federal~~holders ~~securities laws~~ of ~~the~~our ~~United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal~~ securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and ~~enforce~~may aadversely ~~foreign~~affect ~~money~~prevailing ~~judgment~~market ofprices a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for ~~which~~our ~~judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands~~units, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public ~~policy~~shares ~~of the Cayman Islands (awards of punitive~~ or ~~multiple~~ ~~damages may well be held to be contrary to~~ public ~~policy)~~warrants. ~~A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

46Future resales of common stock after the consummation of the Business Combination may cause the market price of New SeatGeek common stock to drop significantly, even if New SeatGeek’s business is doing well.

~~Table~~Following consummation of ~~Contents~~the Business Combination and subject to certain exceptions, our sponsor, our directors, the backstop subscriber, SeatGeek’s directors and officers and certain SeatGeek shareholders will be contractually restricted from selling or transferring any of their shares of New SeatGeek common stock.

As45 a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

~~Provisions~~Table ~~in our amended and restated memorandum and articles~~ of ~~association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.~~ Contents

~~Our~~For ~~amended~~those certain SeatGeek shareholders and ~~restated~~SeatGeek’s ~~memorandum~~ directors and ~~articles~~officers, such restrictions begin at the Closing and end on the earlier of ~~association~~(i) ~~contain~~the ~~provisions~~date that ~~may~~is ~~discourage~~six ~~unsolicited~~months ~~takeover~~after ~~proposals~~the Closing, (ii) such date that ~~shareholders~~the ~~may~~closing ~~consider~~price toof beNew inSeatGeek ~~their~~common ~~best~~stock ~~interests~~equals or exceeds $12.00 ~~These~~per ~~provisions~~share ~~include~~(as aadjusted ~~staggered~~for ~~board~~stock ofsplits, ~~directors~~stock dividends, reorganizations, recapitalizations and the ~~ability~~like) offor ~~the~~any ~~board~~twenty ~~of directors~~trading todays ~~designate~~within ~~the~~any ~~terms~~period of thirty consecutive trading days commencing at least ninety days following the Closing and ~~issue~~(iii) ~~new~~the ~~series~~date ofon ~~preferred~~which ~~shares,~~New SeatGeek consummates a subsequent transaction which ~~may~~results ~~make~~in its shareholders having the ~~removal~~right ofto ~~management~~exchange ~~more~~their ~~difficult~~shares ~~and~~of ~~may~~New ~~discourage~~SeatGeek ~~transactions~~common ~~that~~stock ~~otherwise~~for ~~could~~cash, ~~involve~~securities ~~payment~~or ofother property having a ~~premium~~value ~~over~~that ~~prevailing~~equals ~~market~~or ~~prices~~exceeds ~~for our~~$12.00 ~~securities~~per share of New SeatGeek common stock.

~~Cyber~~For ~~incidents~~our orsponsor, ~~attacks~~our ~~directed~~directors and the backstop subscribers, if any, such restrictions begin at usthe ~~could~~Closing ~~result~~and inend ~~information~~on ~~theft~~the earlier of (i) the first anniversary of the Closing, ~~data~~(ii) ~~corruption~~such date that the closing price of New SeatGeek common stock equals or exceeds $12.00 per share (as adjusted for stock splits, ~~operational~~stock ~~disruption~~dividends, reorganizations, recapitalizations and/ the life) for any twenty trading days within any thirty consecutive trading days at least one hundred fifty days following the Closing and (iii) the date on which New SeatGeek consummates a subsequent transaction which results in its shareholders having the right to exchange their shares of New SeatGeek common stock for cash, securities or ~~financial loss~~other property having a value that equals or exceeds $12.00 per share of New SeatGeek common stock.

WeFollowing ~~depend~~the onexpiration ~~digital~~of ~~technologies~~such lockups, our sponsor (including ~~information~~in ~~systems,~~its ~~infrastructure~~capacity ~~and~~as ~~cloud~~a ~~applications~~backstop ~~and~~subscriber, ~~services~~if applicable), ~~including those~~our ofdirectors, ~~third~~New ~~parties~~SeatGeek’ ~~with~~directors ~~which~~and weofficers ~~may~~and ~~deal.~~the ~~Sophisticated~~SeatGeek ~~and~~shareholders ~~deliberate~~will ~~attacks~~not ~~on,~~be orrestricted ~~security~~from ~~breaches~~selling ~~in,~~shares ~~our~~of ~~systems~~New orSeatGeek’ ~~infrastructure~~common stock held by them, orother ~~the~~than ~~systems~~by applicable securities laws or, ~~infrastructure~~in the case of ~~third~~New ~~parties~~SeatGeek ordirectors ~~the~~and ~~cloud~~officers, ~~could~~any ~~lead~~trading policies of New SeatGeek applicable to ~~corruption~~such ~~or misappropriation~~persons. As such, sales of ~~our~~a ~~assets,~~substantial ~~proprietary~~number ~~information~~of ~~and~~shares ~~sensitive~~of orNew ~~confidential~~SeatGeek ~~data.~~common Asstock anin ~~early~~the ~~stage~~public ~~company~~market ~~without~~could ~~significant~~occur ~~investments~~at inany ~~data~~time. ~~security~~These ~~protection~~sales, weor ~~may~~the ~~not~~perception bein ~~sufficiently~~the ~~protected~~market ~~against~~that ~~such~~the ~~occurrences.~~holders Weof ~~may not~~a ~~have~~large ~~sufficient~~number ~~resources~~of toshares ~~adequately~~intend ~~protect~~to ~~against~~sell shares, orcould tohave ~~investigate~~the ~~and~~effect ~~remediate~~of ~~any~~increasing ~~vulnerability~~the ~~to,~~volatility ~~cyber~~in ~~incidents.~~the Itmarket isprice ~~possible~~for ~~that~~New ~~any~~SeatGeek’ common stock or the market price of ~~these~~New ~~occurrences,~~SeatGeek orcommon astock ~~combination~~could decline if the holders of currently restricted shares sell them, ~~could~~or ~~have~~are ~~adverse~~perceived ~~consequences~~by onthe ~~our business~~market ~~and~~as ~~lead~~intending to ~~financial~~sell ~~loss~~them.

~~Risks~~Upon ~~Associated~~completion ~~with~~of ~~Acquiring~~the Business Combination, our sponsor, our directors, RHGM and ~~Operating~~the aSeatGeek shareholders will collectively beneficially own approximately 64.9% of the outstanding shares of New SeatGeek common stock, assuming that no public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of 16,951,944 public shares in ~~Foreign~~connection ~~Countries~~with the Business Combination, in the aggregate, the ownership of our sponsor, our directors, RHGM and the SeatGeek shareholders would rise to 78.9% of the outstanding shares of New SeatGeek common stock (not including shares of New SeatGeek common stock, if any, issued in the Backstop Subscription, if any).

IfThe weunexpired ~~effect~~warrants ~~our~~may ~~initial~~be ~~business~~redeemed ~~combination~~prior ~~with~~to atheir ~~company~~exercise ~~located~~at ~~outside~~a oftime ~~the~~that ~~United~~may ~~States, we would~~ be ~~subject~~disadvantageous to athe ~~variety~~holder, ofthereby ~~additional~~making ~~risks~~the ~~that may~~warrants ~~adversely affect us~~worthless.

RedBall or, after the completion of the Business Combination, New SeatGeek has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the RedBall Class A ordinary shares or New SeatGeek common stock, as applicable, equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty

If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. (30) trading-day

period ending on the third trading day prior to the date RedBall or New SeatGeek, as applicable, sends the notice of redemption to the warrant holders. The trading prices of the RedBall Class A ordinary shares to date have not equaled or exceeded the threshold that would allow RedBall to redeem the warrants. If and when the warrants become redeemable, RedBall or New SeatGeek, as applicable, may exercise its redemption right even if RedBall or New SeatGeek, as applicable, are unable to register or qualify the

If46 we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

IfTable we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of ~~the following:~~ Contents

•underlying ~~costs~~securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the: (i) exercise of warrants and ~~difficulties~~payment ~~inherent~~of inthe ~~managing~~exercise ~~cross~~price therefor at a time when it may be disadvantageous for holders to do so; (ii) sell the warrants at the then-~~border~~current ~~business~~market ~~operations~~price when one might otherwise wish to hold their warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

•In ~~rules~~the ~~and~~event ~~regulations~~we ~~regarding~~elect ~~currency~~to redeem the warrants that are subject to redemption;, we will mail the notice of redemption by first class mail, postage prepaid, not less than thirty days prior to the redemption date to the registered holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

•Delaware ~~complex~~law ~~corporate~~and ~~withholding~~the ~~taxes~~Proposed onOrganizational ~~individuals;~~Documents of New SeatGeek contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

•The ~~laws~~DGCL, ~~governing~~and the ~~manner~~Proposed Organizational Documents that will be in ~~which~~effect ~~future~~upon ~~business~~consummation ~~combinations~~of the Business Combination contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be ~~effected;~~willing to pay in the future for shares, and therefore depress the trading price of New SeatGeek common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of New SeatGeek’s board of directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

• ~~tariffs~~providing ~~and~~for ~~trade~~a ~~barriers~~classified board of directors with staggered, three-year terms;

• ~~regulations~~the ~~related~~ability of New SeatGeek’s board of directors to ~~customs~~issue shares of preferred stock, including “blank check” preferred stock and ~~import/export~~to ~~matters~~determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• ~~local~~the orNew ~~regional~~SeatGeek ~~economic~~proposed ~~policies~~Certificate ~~and~~of ~~market~~Incorporation ~~conditions~~will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• ~~unexpected~~the ~~changes~~limitation inof ~~regulatory~~the ~~requirements;~~liability of, and the indemnification of, New SeatGeek’s directors and officers

• ~~challenges~~the inability ~~managing~~of New SeatGeek’s board of directors to amend the bylaws without shareholder approval, which may allow New SeatGeek’s board of directors to take additional actions to prevent an unsolicited takeover and ~~staffing~~inhibit ~~international~~the ~~operations~~ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

• ~~tax~~advance ~~issues~~notice procedures with which stockholders must comply to nominate candidates to New SeatGeek’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, ~~such~~which ascould ~~tax~~preclude ~~law~~stockholders ~~changes~~from bringing matters before annual or special meetings of stockholders and ~~variations~~delay changes in ~~tax~~New ~~laws~~SeatGeek’s asboard ~~compared~~of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the ~~United~~acquirer’s ~~States;~~own slate of directors or otherwise attempting to obtain control of New SeatGeek.

•These ~~currency~~provisions, ~~fluctuations~~alone or together, could delay or prevent hostile takeovers and ~~exchange~~changes ~~controls;~~in control or changes in New SeatGeek’s board of directors or management.

47RedBall has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, there are no assurance from an independent source that the terms of the Business Combination are fair to RedBall or our shareholders from a financial point of view.

~~Table~~While the company has engaged Goldman Sachs & Co. as a financial adviser and received advice from Goldman Sachs in connection with the Business Combination, the RedBall board of ~~Contents~~directors did not obtain a third-party valuation or fairness opinion from Goldman Sachs, or any other firm, in connection with its determination to approve the Business Combination and recommend that our shareholders vote to approve the Business Combination. RedBall is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price we are paying for SeatGeek is fair to RedBall or our shareholders from a financial point of view. In analyzing the Business Combination, the RedBall board of directors and RedBall’s management conducted due diligence on SeatGeek and researched the industry in which SeatGeek operates and concluded that the Business Combination was in the best interest of RedBall and our shareholders. Accordingly, RedBall’s shareholders will be relying solely on the judgment of the RedBall board of directors in determining the value of SeatGeek, and the RedBall board of directors may not have properly valued such business. The lack of third-party valuation or fairness opinion may increase the number of our shareholders that vote against the Business Combination or demand redemption of their shares, which could adversely impact our ability to consummate the Business Combination.

•47 ~~rates of inflation;~~

•Table ~~cultural~~of ~~and language differences;~~Contents

•If ~~employment~~the ~~regulations;~~conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination may not occur.

•Even ~~underdeveloped~~if the Business Combination is approved by our shareholders, the Business Combination Agreement contains specified conditions that must be satisfied or ~~unpredictable~~waived ~~legal~~(to the extent any such condition can be waived) before RedBall and SeatGeek are obligated to complete the Business Combination. RedBall and SeatGeek may not satisfy all of the closing conditions in the Business Combination Agreement, and in such event, the Business Combination will not occur, or ~~regulatory~~will ~~systems;~~be delayed pending later satisfaction or waiver. Any such delay could adversely impact some or all of the intended benefits of the Business Combination, and if such conditions are not satisfied or waived prior to April 13, 2022, in certain circumstances, RedBall and SeatGeek will be entitled to terminate the Business Combination Agreement.

•The ~~corruption;~~future exercise of registration rights may adversely affect the market price of our ordinary shares.

•Certain ~~protection~~of our shareholders will have registration rights for restricted securities. We are obligated to register certain securities, including all of ~~intellectual~~the ~~property;~~shares of ordinary shares held by the Initial Shareholders and shares of Common Stock received by certain significant SeatGeek shareholders as part of the SeatGeek Business Combination. We are obligated to (i) file a resale “shelf” registration statement to register such securities (and any shares of SeatGeek Common Stock into which they may be exercised following the consummation of the Business Combination) within 15 business days after of the Closing Date and (ii) use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable after the filing. Sales of a substantial number of shares of Common Stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock.

•Our ~~regime~~shareholders ~~changes~~will not be permitted to exercise their warrants unless we register and ~~political~~qualify ~~upheaval;~~the underlying Class A ordinary shares or certain exemptions are available.

•If ~~terrorist~~the ~~attacks~~issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and ~~wars;~~applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

•We ~~deterioration~~have not registered the Class A ordinary shares issuable upon exercise of ~~political~~the ~~relations~~warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the ~~United~~SEC ~~States~~a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure our shareholders that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

WeIf ~~may~~the ~~not~~Class A beordinary ~~able~~shares toissuable ~~adequately~~upon ~~address~~exercise ~~these~~of ~~additional~~the ~~risks.~~warrants Ifare wenot ~~were~~registered ~~unable~~under tothe doSecurities soAct, weunder ~~may~~the beterms ~~unable~~of tothe ~~complete~~warrant ~~such~~agreement, ~~initial business~~holders ~~combination,~~of ~~or,~~warrants ifwho weseek ~~complete~~to ~~such~~exercise ~~initial~~their ~~business~~warrants ~~combination,~~will ~~our~~not ~~operations~~be ~~might~~permitted ~~suffer~~to do so for cash and, ~~either~~instead, ofwill ~~which~~be ~~may~~required ~~adversely~~to ~~impact~~do ~~our~~so ~~business,~~on ~~financial~~a ~~condition~~cashless ~~and~~basis ~~results~~in accordance with Section 3(a)(9) of ~~operations~~the Securities Act or another exemption.

IfIn ~~our~~no ~~management~~event ~~following~~will ~~our~~warrants ~~initial~~be ~~business~~exercisable ~~combination~~for iscash ~~unfamiliar~~or ~~with~~on ~~United~~a ~~States~~cashless ~~securities laws~~basis, ~~they~~and ~~may~~we ~~have~~will not be obligated to ~~expend~~issue ~~time~~any ~~and~~shares ~~resources becoming~~to ~~familiar~~holders ~~with~~seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, ~~which~~or ~~could~~an ~~lead~~exemption tofrom ~~various~~registration ~~regulatory~~or ~~issues~~qualification is available.

~~Following~~If our ~~initial~~Class A ~~business~~ordinary ~~combination,~~shares ~~our management~~are ~~may~~at ~~resign~~the ~~from~~time ~~their~~of ~~positions~~any asexercise ~~officers~~of ora ~~directors~~warrant ofnot ~~the~~listed ~~company~~on ~~and~~a national securities exchange such that they satisfy the ~~management~~definition of “covered securities” under Section 18(b)(1) of the ~~target~~Securities ~~business~~Act, we may, at ~~the~~our ~~time~~option, not permit holders of ~~the~~warrants ~~business~~who ~~combination~~seek ~~will~~to ~~remain~~exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in ~~place.~~accordance ~~Management~~with Section 3(a)(9) of the ~~target~~Securities ~~business~~Act; ~~may~~in the event we so elect, we will not be ~~familiar~~required ~~with United~~to ~~States~~file ~~securities~~or ~~laws.~~maintain Ifin ~~new~~effect ~~management~~a isregistration ~~unfamiliar~~statement ~~with~~or ~~United~~register ~~States~~or qualify the shares underlying the warrants under applicable state securities laws, ~~they~~and ~~may~~in ~~have~~the toevent ~~expend~~we ~~time~~do ~~and~~not ~~resources~~so ~~becoming~~elect, ~~familiar~~we ~~with~~will ~~such~~use ~~laws.~~our ~~This~~best ~~could~~efforts beto ~~expensive~~register ~~and~~or ~~time-consuming~~qualify ~~and~~the ~~could~~shares ~~lead~~underlying tothe ~~various regulatory~~warrants ~~issues~~under ~~which~~applicable ~~may~~state ~~adversely~~securities ~~affect~~laws ~~our~~to ~~operations~~the extent an exemption is not available.

~~After~~In ~~our~~no ~~initial~~event ~~business~~will ~~combination,~~we ~~substantially~~be ~~all~~required ofto ~~our~~net ~~assets~~cash ~~may~~settle beany ~~located~~warrant, ~~in a~~or ~~foreign~~issue ~~country~~securities ~~and~~(other ~~substantially~~than ~~all~~upon ofa ~~our~~cashless ~~revenue~~exercise ~~will~~as bedescribed ~~derived~~above) ~~from~~or ~~our~~other ~~operations~~compensation in ~~such~~exchange ~~country.~~for ~~Accordingly,~~the ~~our~~warrants ~~results~~in ofthe ~~operations~~event ~~and~~that ~~prospects~~we ~~will~~are beunable ~~subject,~~ to aregister ~~significant~~or ~~extent,~~qualify to the ~~economic,~~shares ~~political~~underlying ~~and~~the ~~legal~~warrants ~~policies, developments~~under ~~and~~the ~~conditions~~Securities inAct ~~the~~or ~~country~~applicable instate ~~which~~securities ~~we operate~~laws.

~~The~~Our ~~economic,~~shareholders ~~political and social conditions, as well as government policies, of the country in which our operations~~ are ~~located~~only ~~could affect our business. Economic growth could~~ be ~~uneven,~~able ~~both~~to ~~geographically~~exercise ~~and~~their ~~among~~public ~~various~~warrants ~~sectors~~on ~~of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences~~ a ~~downturn~~“cashless orbasis” ~~grows~~under ~~at a slower rate than expected, there may be less demand for spending in~~ certain ~~industries.~~circumstances ~~A decrease in demand for spending in certain industries could materially~~ and ~~adversely affect~~have ~~our~~to ~~ability~~apply to ~~find~~do anso; ~~attractive~~if ~~target~~they ~~business~~exercise ~~with~~that ~~which~~right, tothey ~~consummate~~will ~~our~~receive ~~initial~~fewer ~~business~~Class A ~~combination~~ordinary ~~and~~shares iffrom wesuch ~~effect~~exercise ~~our~~than ~~initial~~if ~~business~~they ~~combination,~~were ~~the~~to ~~ability~~exercise ofsuch ~~that~~warrants ~~target~~for ~~business to become profitable~~cash.

~~Exchange~~48 ~~rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.~~

InTable ~~the event we acquire a non-U. S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent~~ of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. Contents

WeThe ~~may~~warrant ~~reincorporate~~agreement provides that in ~~another~~each ~~jurisdiction~~of the three following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in ~~connection~~ accordance with ~~our~~Section 3(a)(9) ~~initial~~of ~~business~~the ~~combination,~~Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the ~~laws~~Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such ~~jurisdiction~~that ~~may~~they ~~govern~~satisfy ~~some~~the ordefinition ~~all~~of “covered securities” under Section 18(b)(1) of ~~our~~the ~~future~~Securities ~~material~~Act; ~~agreements~~and (iii) if we have so elected and we ~~may~~call ~~not~~the bepublic ~~able~~warrants for redemption. If our shareholders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to ~~enforce~~the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of our ~~legal~~Class A ~~rights~~ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, they would receive fewer Class A ordinary shares from such exercise than if they were to exercise such warrants for cash.

InOur ~~connection with our~~ initial ~~business~~shareholders ~~combination,~~will wereceive ~~may~~additional ~~relocate~~Class A ~~the~~ordinary ~~home~~shares ~~jurisdiction~~if ~~of our business from the Cayman Islands to another jurisdiction, including, but not limited to, a state within the United States. If~~ we ~~determine~~issue ~~to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as~~ certain inshares ~~implementation and interpretation as in the United States (if other than a state within the United States). The inability~~ to ~~enforce~~consummate oran ~~obtain~~initial ~~a remedy under any of our future agreements could result in a significant loss of~~ business, ~~business opportunities or capital~~combination.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a

48 one-for-one

basis, or earlier at the option of the holder thereof, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination (including the forward purchase shares), the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion, (after giving effect to any redemptions of Class A ordinary shares by public shareholders) including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination (including the forward purchase shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than

~~Table of Contents~~one-for-one

basis.

We ~~are~~may ~~subject~~be toa ~~changing~~passive ~~law~~foreign ~~and~~investment ~~regulations~~company ~~regarding regulatory matters~~(“PFIC”), ~~corporate~~which ~~governance~~could ~~and public~~result ~~disclosure~~in ~~that~~adverse ~~are~~U.S. ~~likely~~federal toincome ~~increase~~tax ~~both~~consequences ~~our~~to ~~costs~~U.S. ~~and the risk of non-compliance~~investors.

WeIf we are ~~subject~~a toPFIC ~~rules~~for ~~and~~any ~~regulations~~taxable byyear ~~various~~(or ~~governing~~portion ~~bodies,~~thereof) ~~including,~~that ~~for~~is ~~example,~~included in the ~~SEC,~~holding ~~which~~period ~~are~~of ~~charged~~a ~~with~~U.S. person (as defined in the ~~protection~~Internal Revenue Code) of ~~investors~~ our units, Class A ordinary shares or warrants, the U.S. person may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Based on the ~~oversight~~composition of ~~companies~~our ~~whose~~income ~~securities~~and assets, we believe we are ~~publicly~~likely ~~traded~~considered a PFIC for 2020, 2021, and tothe ~~new~~tax ~~and~~year ~~evolving~~ending ~~regulatory~~on ~~measures~~the ~~under~~date ~~applicable~~of ~~law~~the reincorporation (discussed further below). ~~Our~~We ~~efforts~~will endeavor to ~~comply~~provide ~~with~~to ~~new~~a U.S. person such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S. person to make and ~~changing~~maintain ~~laws~~a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and ~~regulations~~such ~~are~~election would likely be unavailable with respect to ~~result~~our warrants in ~~increased general~~all ~~and~~cases. ~~administrative~~We ~~expenses~~urge ~~and~~U.S. ainvestors ~~diversion~~to ofconsult ~~management~~their ~~time~~own ~~and~~tax ~~attention~~advisors ~~from~~regarding ~~revenue-generating~~the ~~activities~~possible application of the PFIC rules to ~~compliance~~holders ~~activities~~of our ordinary shares and warrants.

~~Moreover,~~49 because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

WeTable ~~employ~~of ~~a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner~~ Contents

~~Mail~~If ~~addressed~~we toreincorporate ~~the~~in ~~company~~another ~~and~~jurisdiction ~~received~~in atconnection ~~its registered~~with ~~office~~our ~~will~~initial bebusiness ~~forwarded~~combination, ~~unopened~~as tois ~~the~~contemplated ~~forwarding address supplied~~ by ~~company to be dealt with. None of~~ the ~~company,~~Business ~~its directors~~Combination, ~~officers,~~such ~~advisors~~reincorporation ormay ~~service~~result ~~providers (including the organization which provides registered office services~~ in ~~the~~taxes ~~Cayman~~imposed ~~Islands)~~on ~~will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us~~shareholders.

~~ITEM IB~~We may, in connection with our initial business combination and subject to requisite shareholder approval by special resolution under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction (including, but not limited to, a state within the United States). ~~UNRESOLVED~~We ~~STAFF~~plan ~~COMMENTS~~to reincorporate in Delaware in connection with the proposed Business Combination. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

~~None~~We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or

~~ITEM 2. PROPERTIES.~~key-man

insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

WeOur ~~maintain~~ability ~~executive~~to ~~offices~~successfully ateffect ~~667~~our ~~Madison~~initial ~~Avenue,~~business ~~16th~~combination ~~Floor,~~and ~~New York, NY 10065 pursuant~~ to anbe ~~agreement~~successful ~~with~~thereafter ~~our sponsor.~~will ~~The~~be ~~cost~~dependent ~~for~~upon ~~this~~the ~~space~~efforts isof ~~included~~our inkey ~~the aggregate $25~~personnel,~~000~~ ~~per~~some ~~month~~of ~~fee~~whom wemay ~~pay~~join tous ~~our~~or ~~sponsor~~continue ~~for~~to ~~office~~work ~~space,~~with ~~utilities,~~us ~~secretarial~~following ~~services~~our ~~and~~initial ~~administrative~~business ~~support services~~combination. WeThe ~~consider~~loss ~~our~~of ~~current~~the ~~office~~efforts ~~space,~~or ~~combined~~advice ~~with~~of ~~the office~~key ~~space~~personnel ~~otherwise~~could ~~available~~negatively toimpact ~~our~~the ~~executive~~operations ~~officers,~~and ~~adequate~~profitability ~~for~~of our ~~current~~post-combination ~~operations~~business.

~~ITEM~~Our 3ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. ~~LEGAL~~The ~~PROCEEDINGS~~role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure our shareholders that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

AsThe ofofficers ~~December 31,~~and ~~2020,~~directors ~~to the knowledge~~ of ~~our~~an ~~management,~~acquisition ~~there~~candidate ~~was~~may noresign ~~material~~upon ~~litigation,~~completion ~~arbitration~~of ~~or governmental~~our ~~proceeding~~initial ~~pending~~business ~~against~~combination. usThe orloss ~~any members~~ of ~~our~~a ~~management~~business ~~team~~combination intarget’s ~~their~~key ~~capacity~~personnel ascould ~~such,~~negatively ~~and~~impact wethe operations and ~~the~~profitability ~~members~~ of our ~~management~~post-combination ~~team have not been subject to any such proceeding~~business.

~~ITEM~~The 4role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. ~~MINE~~Although ~~SAFETY~~we ~~DISCLOSURES~~contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

~~Not~~Our ~~applicable~~officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

4950

Table of Contents

~~PART~~Until IIwe consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

~~ITEM~~In 5addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. ~~MARKET~~Any ~~FOR~~such ~~REGISTRANT’S~~companies, ~~COMMON~~businesses ~~EQUITY~~or investments may present additional conflicts of interest in pursuing an initial business combination. However, ~~RELATED~~we ~~STOCKHOLDER~~do ~~MATTERS~~

Filing Compare · RedBall Acquisition Corp.