Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2021, Sports Ventures Acquisition Corp. (the "Company")
consummated its initial public offering ("IPO") of 23,000,000 units (the
"Units"), including 3,000,000 Units issued pursuant to the exercise of the
underwriters' over-allotment option in full. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share (the "Class A
Ordinary Shares"), and one-third of one redeemable warrant of the Company
("Warrant"), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share. The Units were sold at a price
of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-249392) for the IPO, originally filed with
the U.S. Securities and Exchange Commission (the "Commission") on October 9,
2020 (as amended, the "Registration Statement"):
? An Underwriting Agreement, dated January 5, 2021, by and between the Company
and Deutsche Bank Securities Inc., as representative of the several
underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference.
? A Warrant Agreement, dated January 5, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and incorporated herein by reference.
? A Letter Agreement, dated January 5, 2021, by and among the Company, its
officers, its directors, its initial shareholders, and the Company's sponsor,
AKICV LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
? An Investment Management Trust Agreement, dated January 5, 2021, by and between
the Company and Continental Stock Transfer & Trust Company, as trustee, a copy
of which is attached as Exhibit 10.2 hereto and incorporated herein by
reference.
? A Registration Rights Agreement, dated January 5, 2021, by and among the
Company and certain security holders, a copy of which is attached as Exhibit
10.3 hereto and incorporated herein by reference.
? A Unit Subscription Agreement, dated January 5, 2021 (the "Unit Subscription
Agreement"), by and between the Company and the Sponsor, a copy of which is
attached as Exhibit 10.4 hereto and incorporated herein by reference.
? Administrative Services Agreement, dated January 5, 2021, by and between the
Company and AKICV LLC.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Unit Subscription
Agreement, the Company completed the private sale of an aggregate of 660,000
Units (the "Private Placement Units") to the Sponsor at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds to the Company of
$6,600,000. The Private Placement Units are identical to the Units sold in the
IPO, except as otherwise disclosed in the Registration Statement. No
underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Private Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 5, 2021, in connection with the IPO, the Company filed its amended
and restated memorandum and articles of association (the "Amended and Restated
Memorandum and Articles of Association") with the Cayman Islands General
Registry, effective the same day. The terms of the Amended and Restated
Memorandum and Articles of Association are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended and
Restated Memorandum and Articles of Association is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO
(which amount includes $8,050,000 of the underwriter's deferred discount) and
$4,600,000 of the proceeds of the sale of the Private Placement Units, was
placed in a U.S.-based trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee. Except with respect to interest earned on the
funds in the trust account that may be released to the Company to pay its taxes,
the funds held in the trust account will not be released from the trust account
until the earliest of (i) the completion of the Company's initial business
combination, (ii) the redemption of any of the Company's public shares properly
tendered in connection with a shareholder vote to amend the Amended and Restated
Memorandum and Articles of Association to (A) modify the substance or timing of
its obligation to allow redemption in connection with the Company's initial
business combination or to redeem 100% of the Company's public shares if it does
not complete its initial business combination within 24 months from the closing
of the IPO or (B) with respect to any other provision relating to shareholders'
rights or pre-business combination activity, and (iii) the redemption of the
Company's public shares if it is unable to complete its initial business
combination within 24 months from the closing of the IPO, subject to applicable
law.
On January 5, 2021, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 8, 2021, the Company issued a press release announcing the closing of
the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 5, 2021, by and between the
Company and Deutsche Bank Securities Inc..
3.1 Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated January 5, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Letter Agreement, dated January 5, 2021, by and among the Company, its
officers, directors, and AKICV LLC.
10.2 Investment Management Trust Agreement, January 5, 2021, by and between
the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 5, 2021, by and among the
Company and certain security holders.
10.4 Unit Subscription Agreement, dated January 5, 2021, by and between the
Company and AKICV LLC.
10.5 Registration Rights Agreement, dated January 5, 2021, by and among the
Company and certain security holders.
10.6 Administrative Services Agreement, dated January 5, 2021, by and
between the Company and AKICV LLC.
99.1 Press Release, dated January 5, 2021.
99.2 Press Release, dated January 8, 2021.
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