UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, including in the final Prospectus/Offer to Exchange filed by the Company with the Securities and Exchange Commission on June 28, 2022, in connection with the Company’s offer to each holder of the Company’s outstanding public warrants to purchase shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company the opportunity 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 (the “Offer”), the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding public warrants to amend the warrant agreement governing the public warrants (the “Warrant Amendment”) to permit the Company to require that each public warrant outstanding upon the closing of the Offer be converted into 0.213 shares of Class A Common Stock.
The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Daylight Time, on June 29, 2022. A total of 11,365,913 public warrants, or approximately 62.7% of the outstanding public warrants, were properly tendered and not withdrawn in the Offer. Because the Company received the approval of approximately 62.7% of the outstanding public warrants to the Warrant Amendment, which is less than the 65% required to effect the Warrant Amendment, the Warrant Amendment will not go into effect.
| Item 8.01. | Other Events. |
On July 5, 2022, the Company issued a press release announcing the closing of the Offer. At closing, the Company issued 2,727,785 shares of Class A Common Stock in exchange for the public warrants tendered in the Offer.
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 July 5, 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: July 5, 2022 | ||||||
| By: | /s/ Lawrence Fey | |||||
| Name: | Lawrence Fey | |||||
| Title: | Chief Financial Officer | |||||