UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
As previously disclosed in the Current Report on Form 8-K (the “Original Form 8-K”) filed with the United States Securities and Exchange Commission (the “SEC”) by Endeavor Group Holdings, Inc. (the “Company”) on September 12, 2023 (the “Closing Date”), on the Closing Date, the Company completed the transactions contemplated by the Transaction Agreement, dated as of April 2, 2023, by and among the Company, TKO Group Holdings, Inc. (f/k/a New Whale Inc.) (“TKO”), Endeavor Operating Company, LLC, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), World Wrestling Entertainment, Inc. (“WWE”), and Whale Merger Sub Inc. (the “Transactions”). As a result of the Transactions, TKO became a consolidated subsidiary of the Company.
This Form 8-K/A has been filed to amend and supplement the Original Form 8-K and provide the financial statements described in Item 9.01 below, which were not previously filed with the Original Form 8-K, and which are permitted to be filed by amendment no later than 71 calendar days after the date that the Original Form 8-K was required to be filed with the SEC. No other changes have been made to the Original Form 8-K.
The pro forma financial information included as Exhibit 99.1 to this Form 8-K/A has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the Transactions had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the Transactions.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.1 hereto and incorporated herein by reference.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2023 and for the year ended December 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
Date: September 18, 2023