8-K
false 0001856031 0001856031 2022-06-30 2022-06-30 0001856031 us-gaap:CommonStockMember 2022-06-30 2022-06-30 0001856031 us-gaap:WarrantMember 2022-06-30 2022-06-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2022

 

 

Vivid Seats Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-40926   86-3355184
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

111 N. Canal Street  
Suite 800  
Chicago, Illinois   60606
(Address of principal executive offices)   (Zip code)

(312) 291-9966

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A Common Stock, par value $0.0001 per share   SEAT   The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A Common Stock   SEATW   The Nasdaq Stock Market LLC

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

Emerging growth company  

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

 

 

 


Item 8.01.

Other Events.

On June 30, 2022, Vivid Seats Inc., a Delaware corporation (the “Company”), issued a press release announcing the results of the Company’s previously announced offer to each holder of the Company’s outstanding public warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to receive 0.240 shares of Class A Common Stock in exchange for every outstanding public warrant tendered by the holder and exchanged pursuant to the offer and the Company’s accompanying solicitation of consents from holders of the public warrants to amend the warrant agreement governing such warrants. The Company also announced that the Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on May 26, 2022, as amended, was declared effective on June 28, 2022.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Press release issued by Vivid Seats Inc., dated June 30, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL Document).


SIGNATURES

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.

 

    Vivid Seats Inc.
Date: June 30, 2022  
    By:  

/s/ Lawrence Fey

    Name:   Lawrence Fey
    Title:   Chief Financial Officer