SeatGeek, Inc. entered into a term sheet to acquire RedBall Acquisition Corp. (NYSE:RBAC) from RedBird Capital Partners LLC, RedBall SponsorCo LP and others in a reverse merger transaction on May 18, 2021. SeatGeek, Inc. signed a definitive business combination agreement to acquire RedBall Acquisition Corp. from RedBird Capital Partners LLC, RedBall SponsorCo LP and others in a reverse merger transaction on October 13, 2021. In connection with the execution of the Business Combination Agreement, SeatGeek entered into a warrant subscription agreement with Zigg SG Opportunity I, LLC for the purchase of a warrant for an aggregate purchase price of $9.5 million. The warrant provides for the purchase of an aggregate of 950,000 shares of SeatGeek Common Stock at an exercise price of $0.001 per share. The Sponsor has also agreed to forfeit 1,000,000 shares of New SeatGeek common stock upon the Closing, and to subject 7,187,500 shares issued and outstanding of New SeatGeek Common Stock, which are comprised of two separate tranches of 3,593,750 shares per tranche, to potential forfeiture to New SeatGeek for no consideration until the occurrence of the certain earnout vesting conditions. As of October 13, 2021 the authorized capital stock of the Company consists of (i) 190,000,000 shares of Company Common Stock (including Company Restricted Stock), of which 32,095,913 shares are outstanding and (ii) 135,622,253 shares of Preferred Stock, of which (A) 7,675,410 shares have been designated Company Series A Preferred Stock, of which 7,675,410 shares are outstanding, (B) 9,148,940 shares have been designated Company Series A-1 Preferred Stock, of which 9,148,940 shares are outstanding, (C) 3,060,560 shares have been designated Company Series A-2 Preferred Stock, of which 3,060,560 shares are outstanding, (D) 27,812,260 shares have been designated Company Series B Preferred Stock, of which 27,812,260 shares are outstanding, (E) 23,822,065 shares have been designated Company Series C Preferred Stock, of which 23,822,065 shares are outstanding, (F) 26,092,812 shares have been designated Company Series D Preferred Stock, of which 20,968,375 shares are outstanding, and (G) 38,010,206 shares have been designated Company Series D-1 Preferred Stock, of which 32,521,937 shares are outstanding. As of the date of this Agreement, 20,141,684 shares of Company Common Stock are issuable pursuant to outstanding Company Options and 795,144 shares of Company Restricted Stock are outstanding, in each case granted prior to the date of this Agreement. As of the date of this Agreement, Parent has at least $575,000,000 in the Trust Account (including, if applicable, an aggregate of approximately $20,125,000 of deferred underwriting commissions and other fees being held in the Trust Account). On December 12, 2021, RedBall and SeatGeek entered into the first amendment to the business combination agreement amending the business combination Agreement to reflect the treatment of restricted stock units with respect to SeatGeek common stock in the Business Combination. Pursuant to the First Amendment, upon the First Effective Time, all SeatGeek RSUs outstanding as of immediately prior to the First Effective Time will be converted into restricted stock units with respect to a certain number of shares of New SeatGeek common stock determined based on the exchange ratio and such holders will have a contingent right to receive a pro rata portion of the SeatGeek Earnout Securities. Upon completion of the transaction, including the PIPE, and assuming no redemptions by public shareholders of RedBall, the current owners of SeatGeek will hold approximately 63.5% of the combined company and current RedBall shareholders will hold approximately 28.5% of the combined company. Upon the close of the transaction, the combined company will be named SeatGeek and common stock and public warrants are expected to begin trading on the New York Stock Exchange under the symbols “STGK” and “STGK.WS”, respectively. Jack Groetzinger will continue as Chief Executive Officer of the combined company, joined by SeatGeek's current executive team. Post-acquisition, the Board is expected to include the directors who have been serving on SeatGeek's Board and its most recent members, Anna Baird, Chief Revenue Officer at Outreach, and Melissa Selcher, Chief Marketing Officer at LinkedIn.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, and approval by RedBall's shareholders. Transaction is also subject to approval of shareholders of SeatGeek; expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act; effectiveness of the proxy / registration statement on Form S-4 filed by RedBall in connection with the Business Combination; receipt of approval for listing on The New York Stock Exchange (“NYSE”) for the shares of New SeatGeek common stock to be issued in connection with the Merger and RedBall have at least $5,000,001 of net tangible assets upon Closing. The boards of directors of both RedBall and SeatGeek have unanimously approved the transaction. As of May 10, 2022, the U.S. Securities and Exchange Commission (the “SEC”) has declared effective its Registration Statement on Form S-4 (as amended, the “Registration Statement”). As of May 10, 2022, the special meeting of RedBall Shareholders to be held on June 1, 2022. The transaction is expected to close in the first quarter of 2022. As of March 30, 2022, transaction is expected to close in the second quarter of 2022. Proceeds from the transaction will be used to expand SeatGeek's enterprise partnerships in additional markets and scale marketing, while also investing in continued technology development, strategic M&A, and international expansion.

Credit Suisse is serving as financial advisor and equity capital markets advisor and Stephane Levy, David Silverman and Rupa Briggs of Cooley LLP acted as legal advisors to SeatGeek. Redbird BD, LLC and Goldman Sachs & Co. LLC are serving as financial advisors to RedBall Acquisition Corp, and John M. Bibona, Randi Lally, Michael T. Gershberg, Robert C. Schwenkel, Roy Tannenbaum, and Joshua Wechsler; Donald P. Carleen; Jason L. Greenberg; Michael C. Keats; Alan S. Kaden; David M. McDonald, Dave N. Rao, Melissa A. Meyrowitz and Michael A. Kleinman of Fried Frank is serving as legal advisors to RedBall Acquisition Corp. Credit Suisse served as placement agent on the PIPE offering. Robert C. Schwenkel, John M. Bibona; Randi Lally and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to RedBall SponsorCo LP. Francis Wolf and Celeste Gonzalez of Continental Stock Transfer & Trust Company acted as transfer agent to RedBall Acquisition. RedBall Acquisition Corp. appointed Morrow Sodali Global LLC as proxy solicitor for a fee of $40,000. Redbird BD, LLC acted as financial advisor to RedBall for a fee of $6 million.

SeatGeek, Inc. cancelled the acquisition of RedBall Acquisition Corp. (NYSE:RBAC) from RedBird Capital Partners LLC, RedBall SponsorCo LP and others in a reverse merger transaction on May 31, 2022. The transaction was terminated due to unfavorable market conditions.