Super Group Announces Filing of Registration Statement to the U.S. Securities and Exchange Commission With Respect to Proposed Business Combination With Sports Entertainment Acquisition Corp
Summary
NEW YORK--(BUSINESS WIRE)--SGHC Limited (“SGHC”, “Super Group” or the “Company”), the parent company of global online sports betting and gaming businesses operating Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering, and Sports Entertainment Acquisition Corp. (NYSE:SEAH) ("SEAH"), a publicly traded special purpose acquisition company, announced that Super Group has filed a Registration Statement on Form F-4 to the U.S. Securities and Exchange Commission with respect to their proposed business combination. The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. SEAH’s management team is led by Eric Grubman and John Collins who each have decades of experience identifying, acquiring, operating and creating value for the owners of leading companies and entities. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of Super Group or SEAH will not be obtained; (ii) the risk that the transaction may not be completed by SEAH’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SEAH; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders of SEAH, the satisfaction of the minimum amount in the trust account following redemptions by SEAH’s public shareholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the transaction on Super Group’s business relationships, operating results, and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Super Group and potential difficulties in employee retention as a result of the transaction; (viii) the outcome of any legal proceedings that may be instituted against Super Group, SEAH or the combined company related to the Business Combination Agreement or the proposed transaction; (ix) the ability to maintain the listing of SEAH’s securities on a national securities exchange; (x) the price of SEAH’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which SEAH plans to operate or Super Group operates, variations in operating performance across competitors, changes in laws and regulations affecting SEAH’s or Super Group’s business, Super Group’s inability to meet or exceed its financial projections and changes in the combined capital structure; (xi) changes in general economic conditions, including as a result of the COVID-19 pandemic; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xiii) changes in domestic and foreign business, market, financial, political and legal conditions; (xiv) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (xv) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xvi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xvii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xviii) the technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xix) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xx) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xxi) protection or enforcement of Super Group’s intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xxii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xxiii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xxiv) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely manner, and make enhancements to its platform and Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxv) the success, including win or hold rates, of existing and future online betting and gaming products; (xxvi) competition within the broader entertainment industry; (xxvii) Super Group’s reliance on strategic relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxviii) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxix) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxx) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxxi) the ability of stockholders to exercise redemption rights with respect to a large number of SEAH’s outstanding shares of common stock; (xxxii) the regulatory approvals related to Super Group’s contemplated acquisition of Digital Gaming Corporation (“DGC”) and the integration of the DGC business; (xxxiii) other risks and uncertainties indicated from time to time in the final prospectus of SEAH for its initial public offering and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in SEAH’s other filings 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.