Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
Sports Ventures Acquisition Corp., a Cayman Islands corporation ("SVAC"), is a
blank check company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. On January 25, 2022, SVAC entered into
a Business Combination Agreement (the "Business Combination Agreement") with
Prime Focus World N.V., a public limited liability company incorporated in the
Netherlands ("Prime Focus World"), PF Overseas Limited, a limited liability
company incorporated in Mauritius, Prime Focus 3D Cooperatief U.A., a Dutch
cooperative association and AKICV LLC, a Delaware limited liability company
("Sponsor").
The Business Combination Agreement Transactions
The Business Combination Agreement provides that, among other things and upon
the terms and subject to the conditions thereof, the following transactions will
occur (together with the other agreements and transactions contemplated by the
Business Combination Agreement, the "Business Combination"): (i) SVAC and the
stockholders of Prime Focus World (the "Prime Focus World Stockholders") shall
consummate the "Company Exchange," pursuant to which SVAC shall acquire from the
Prime Focus World Stockholders, and the Prime Focus World Stockholders shall
transfer, convey and deliver to SVAC, all of the ordinary and preferred shares
of Prime Focus World (the "Prime Focus World Shares") issued and outstanding as
of immediately prior to the Company Exchange, and each Prime Focus World
Stockholder shall receive, in consideration for such transfer, conveyance and
delivery of each Prime Focus World Share, a number of SVAC Class A Ordinary
Shares equal to such Prime Focus World Stockholder's portion of the
consideration to which such Prime Focus World Stockholder is entitled in
accordance with the Business Combination Agreement and as set forth in the
allocation statement to be delivered pursuant thereto (together, the "Company
Exchange" and the time at which the Company Exchange actually occurs the,
"Company Exchange Effective Time") and (ii) effective as of the Company Exchange
Effective Time, any outstanding options to purchase Prime Focus World Shares
shall be exchanged for options to purchase SVAC Class A Ordinary Shares, as
further described in the Business Combination Agreement.
The Board of Directors of SVAC (the "Board") has unanimously (i) approved and
declared advisable the Business Combination Agreement and the Business
Combination and (ii) resolved to recommend approval of the Business Combination
Agreement and related matters by the stockholders of SVAC.
Conditions to Closing
The Business Combination Agreement is subject to the satisfaction or waiver of
certain customary closing conditions, including, among others, (i) approval of
the Business Combination and related agreements and transactions by the
stockholders of SVAC and of Prime Focus World , (ii) the filing of a proxy
statement by SVAC in connection with the Business Combination, (iii) expiration
or termination of any waiting period under applicable regulatory laws, (iv) the
absence of any law or order enjoining or prohibiting the Business Combination,
(v) the absence of any event or circumstance having a material adverse effect,
as defined in the Business Combination Agreement, (vi) that SVAC have at least
$5,000,001 of net tangible assets upon Closing (as hereinafter defined), (vii)
receipt of approval for listing on Nasdaq the shares of SVAC Class A Ordinary
Shares to be issued in connection with the Business Combination, and (viii) the
bring down of representations, warranties and covenants of the other party,
subject to certain materiality qualifiers.
Other conditions to Prime Focus World's obligations to consummate the Business
Combination include, among others, that as of the closing of the Business
Combination (the "Closing"), (i) SVAC shall have available cash equal or greater
to $350,000,000 and (ii) any transactions required by the Backstop Agreement (as
hereinafter defined) shall have been consummated pursuant to its terms.
1
Covenants
The Business Combination Agreement contains additional covenants, including,
among others, providing for (i) the parties to conduct their respective
businesses in the ordinary course through the Closing, (ii) the parties to not
initiate any negotiations or enter into any agreements for certain alternative
transactions, (iii) SVAC to use its commercially reasonable efforts to comply
with its obligations under the Subscription Agreements (as hereinafter defined),
(iv) SVAC to prepare and file a proxy statement and take certain other actions
to obtain the requisite approval of SVAC stockholders of certain proposals
regarding the Business Combination, (v) SVAC to keep its Ordinary Class A Shares
listed on Nasdaq and to cause the SVAC Ordinary Class A Shares issued in
connection with the Business Combination to be listed on Nasdaq, and (vi) SVAC
to remain compliant with Securities Exchange Commission ("SEC") reporting
requirements.
Representations and Warranties
The Business Combination Agreement contains customary representations and
warranties by SVAC, Sponsor and Prime Focus World. The representations and
warranties of the respective parties to the Business Combination Agreement
generally will not survive the Closing.
Termination
The Business Combination Agreement may be terminated at any time prior to the
Closing (i) by mutual written consent of SVAC and Prime Focus World, (ii) by
SVAC if the Stockholder Support and PFL Agreements (as hereinafter defined) are
not delivered to SVAC within five (5) business days of the date of the Business
Combination Agreement, and (iii) by either SVAC or Prime Focus World in certain
other circumstances set forth in the Business Combination Agreement, including
(a) if certain approvals of the stockholders of SVAC are not obtained as set
forth in the Business Combination Agreement, (b) if the consummation of the
Business Combination (or any transaction contemplated by the Business
Combination Agreement) is permanently enjoined or prohibited by the terms of a
final, non-appealable Governmental Order (as defined in the Business Combination
Agreement) or applicable Law (as defined in the Business Combination Agreement),
(c) in the event of certain uncured breaches by the other party, or (d) if the
Closing has not occurred on or before August 31, 2022 (the "End Date").
Certain Related Agreements
A&R Registration Rights Agreement
The Business Combination Agreement contemplates that, at the Closing, SVAC and
the holders set forth on Exhibit A thereto will enter into an Amended and
Restated Registration Rights Agreement that will amend and restate the
registration rights agreement dated January 5, 2021 among SVAC and the other
parties thereto (as so amended and restated, the "A&R Registration Rights
Agreement"), pursuant to which SVAC will agree to register for resale, pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"),
certain SVAC Class A Ordinary Shares and other equity securities of SVAC that
. . .
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the PIPE Investment is incorporated by reference in this Item
3.02. The shares of SVAC Ordinary Class A Shares to be issued in connection with
the PIPE Investment will not be registered under the Securities Act, and will be
issued in reliance on the exemption from registration requirements thereof
provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure
On January 25, 2022, SVAC and Prime Focus World issued a joint press release
(the "Press Release") announcing the execution of the Business Combination
Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
4
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation, dated as of January 25, 2022, for use by SVAC in meetings with
certain of its stockholders as well as other persons with respect to SVAC's
proposed transaction with Prime Focus World as described in this Current Report
on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of SVAC under the Securities Act or
the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any information contained in this Item 7.01, including
Exhibit 99.1 and Exhibit 99.2.
Additional Information and Where to Find It
In connection with the transaction described herein, SVAC will file relevant
materials with the SEC, including a proxy statement. The proxy statement and a
proxy card will be mailed to stockholders of SVAC as of a record date to be
established for voting at the stockholders' meeting relating to the proposed
transactions. Stockholders will also be able to obtain a copy of the proxy
statement without charge from SVAC. The proxy statement, once available, may
also be obtained without charge at the SEC's website at www.sec.gov or by
writing to SVAC at 9705 Collins Ave 1901N, Bal Harbour, FL 33154.
This communication does not contain all the information that should be
considered concerning the proposed transaction. It is not intended to provide
the basis for any investment decision or any other decision in respect to the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF SVAC ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS COMBINATION THAT SVAC WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SVAC, PRIME FOCUS WORLD AND THE BUSINESS COMBINATION.
Participants in Solicitation
SVAC, Prime Focus World and their respective directors, executive officers and
employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of SVAC Ordinary Class A Shares in respect of the
proposed transaction. Information about SVAC's directors and executive officers
and their ownership of SVAC Ordinary Class A Shares is set forth in SVAC's
Annual Report filed on Form 10-K with the SEC on March 30, 2021 and its Reports
on Form 8-K, which were filed with the SEC on April 6, 2021 and January 12,
2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Other information regarding the interests of the
participants in the proxy solicitation, including Prime Focus World and its
directors, executive officers and employees, will be included in the proxy
statement pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act, or an exemption therefrom.
5
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995, including certain financial forecasts and projections. All statements
other than statements of historical fact contained in this Current Report on
Form 8-K, including statements as to future results of operations and financial
position, revenue and other metrics planned products and services, business
strategy and plans, objectives of management for future operations of Prime
Focus World, market size and growth opportunities, competitive position and
technological and market trends, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of forward-looking
words, including "may," "should," "expect," "intend," "will," "estimate,"
"anticipate," "believe," "predict," "plan," "targets," "projects," "could,"
"would," "continue," "forecast" or the negatives of these terms or variations of
them or similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by SVAC and its management,
and Prime Focus World and its management, as the case may be, are inherently
uncertain and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to: 1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the definitive business combination agreement with respect to
the business combination; 2) the outcome of any legal proceedings that may be
instituted against Prime Focus World, SVAC, the combined company or others
following the announcement of the business combination and any definitive
agreements with respect thereto; 3) the inability to complete the business
combination due to the failure to obtain approval of the stockholders of SVAC,
or to satisfy other conditions to closing the business combination; 4) changes
to the proposed structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; 5) the ability to
meet Nasdaq's listing standards following the consummation of the business
combination; 6) the risk that the business combination disrupts current plans
and operations of Prime Focus World as a result of the announcement and
consummation of the business combination; 7) the inability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; 8) costs related to the business
combination; 9) changes in applicable laws or regulations; 10) the possibility
that Prime Focus World or the combined company may be adversely affected by
other economic, business and/or competitive factors; 11) Prime Focus World's
estimates of its financial performance; 12) the risk that the business
combination may not be completed in a timely manner or at all, which may
adversely affect the price of SVAC's securities; 13) the risk that the
transaction may not be completed by SVAC's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by SVAC; 14) the impact of the novel coronavirus disease pandemic,
including any mutations or variants thereof, and its effect on business and
financial conditions; 15) inability to complete the PIPE investment in
connection with the business combination; and 16) other risks and uncertainties
set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in SVAC's Form S-1 (File No. 333-249392), Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021 and the
proxy of SVAC and other documents filed by SVAC from time to time with the SEC.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Nothing in this Current Report on Form 8-K
should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated
results of such forward looking statements will be achieved. You should not
place undue reliance on forward-looking statements, which speak only as of the
date they are made. Neither SVAC nor Prime Focus World gives any assurance that
either SVAC or Prime Focus World or the combined company will achieve its
expected results. Neither SVAC nor Prime Focus World undertakes any duty to
update these forward-looking statements, except as otherwise required by law.
6
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1† Business Combination Agreement, dated as of January 25, 2022
10.1 Sponsor Support Agreement, dated as of January 25, 2022
10.2† Backstop Agreement, dated as of January 25, 2022
10.3 Form of Subscription Agreement (Institutional Investors)
10.4 Form of Subscription Agreement (Private Investors)
99.1 Press Release, dated as of January 25, 2022
99.2 Investor Presentation, dated as of January 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). SVAC agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
7
© Edgar Online, source Glimpses