SEAH.U / Sports Entertainment Acquisition Corp. Units, each consisting of one share of Class A , - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SEAH / Sports Entertainment Acquisition Corp / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No. 1 SPORTS ENTERTAINMENT ACQUISITION CORP CLASS A COMMON STOCK Cusip #84918M106 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #84918M106 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,479,826 Item 6: 0 Item 7:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 d257786d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39583 SPORTS ENTERTAINMENT ACQUISITION

SEAH / Sports Entertainment Acquisition Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 SEAH13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SPORTS ENTERTAINMENT ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 84918M106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this state

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 08, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 27, 2022 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Incorporation)

Super Group and Sports Entertainment Acquisition Corporation Announce Closing of Business Combination

Exhibit 99.1 Super Group and Sports Entertainment Acquisition Corporation Announce Closing of Business Combination NEW YORK, NY ? January 27, 2022 ? SGHC Limited (?SGHC? or ?Super Group?), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, and Sports Entertainment Acquisition Corporation (NYSE: SEAH), a publicly traded specia

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): January 26, 2022 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Incorporation)

Sports Entertainment Acquisition Corporation Shareholders Approve Business Combination with Super Group

Exhibit 99.1 Sports Entertainment Acquisition Corporation Shareholders Approve Business Combination with Super Group ? Sports Entertainment Acquisition Corporation (SEAH) stockholders have approved the business combination with Super Group ? SEAH expects all closing conditions to be met, and for the business combination to close on Thursday, January 27, 2022 ? Super Group ordinary shares are expec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

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): January 10, 2022 SPORTS ENTERTAIN

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): January 10, 2022 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Incorporation)

Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Sports E

EX-99.1 Exhibit 99.1 2021 Update January 2022 Disclaimer This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Sports Entertainment Acquisition Corp. (“SEAH”) and SGHC Limited and its subsidiaries (the “Company”). The infor

Financial Statements and Exhibits, Other Events

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): January 10, 2022 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Incorporation)

Regulation FD Disclosure

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): December 14, 2021 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Incorporation

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sports Entertainment Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39583 SPORTS ENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39583

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 24, 2021 (November 23, 2021) SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdict

Filed by Super Group (SGHC) LTD pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sports Entertainment Acquisition Corp. (File No. 001-39583) Spor

425 1 brhc10030942425.htm 425 Filed by Super Group (SGHC) LTD pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sports Entertainment Acquisition Corp. (File No. 001-39583) Sports Entertainment Acquisition Corp. Provides Update on Audit Committee Requirements and Business Combination Amendment No

Filed by Super Group (SGHC) LTD pursuant to Rule 425

Filed by Super Group (SGHC) LTD pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sports Entertainment Acquisition Corp.

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, is made and entered into as of November 16, 2021 (this ?Amendment?), by and among (i) Sports Entertainment Acquisition Corp., a Delaware corporation (?SEAC?), (ii) SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the ?Company?), (iii

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 16, 2021 (November 10, 2021) SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39583 SPORTS ENTER

Analyst Day PresentationNovember 2021 Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed businesscombination (the “

Analyst Day PresentationNovember 2021 Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed businesscombination (the “Business Combination”) between Sports Entertainment Acquisition Corp.

Investor Presentation September 2021 Filed by Super Group (SGHC) LTD pursuant to Rule 425under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12under the Securities Exchange Act of 1934Subject Company: Sports Entertainment Acquisitio

Investor Presentation September 2021 Filed by Super Group (SGHC) LTD pursuant to Rule 425under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12under the Securities Exchange Act of 1934Subject Company: Sports Entertainment Acquisition Corp.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39583 SPORTS ENTERTAINM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39583 SPORTS ENTERTAIN

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39583

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sports Entertainment Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Tr

Sports Entertainment Acquisition Corp. Provides Update on Periodic Reporting

Exhibit 99.1 Sports Entertainment Acquisition Corp. Provides Update on Periodic Reporting North Palm Beach, May 28, 2021? Sports Entertainment Acquisition Corp. (NYSE: SEAH.U) (the ?Company?) announced today that it has determined to restate its 2020 financial statements (the ?Non-Reliance Period?) in light of the U.S. Securities and Exchange Commission?s (the ?SEC?) recently issued ?Staff Stateme

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): May 28, 2021 (May 25, 2021) SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39583 85-2324373 (State or Other Jurisdiction of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

Exhibit 10.4 Exhibit D Lock-Up Agreement [?], 2021 Super Group (SGHC) Limited Kingsway House, Havilland Street St. Peter Port, Guernsey GYI 2QE Attention: Sarah Imossi Email: [email protected] SGHC Limited Kingsway House, Havilland Street St. Peter Port, Guernsey GYI 2QE Attention: Sarah Imossi Email: [email protected] Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W5

Exchange Agreement, dated as of April 23, 2021, by and among NewCo, SGHC Limited and the Pre-Closing Holders (incorporated by reference to Exhibit 10.1 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).+

EX-10.1 3 brhc10023591ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SHARE FOR SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made the 23rd day of April 2021. BETWEEN: (1) SGHC Limited, a non-cellular company limited by shares incorporated in the island of Guernsey with company number 67894 and having its registered office address at Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE ("SGHC"); (2

SHARE FOR SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE FOR SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made the 23rd day of April 2021. BETWEEN: (1) SGHC Limited, a non-cellular company limited by shares incorporated in the island of Guernsey with company number 67894 and having its registered office address at Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE ("SGHC"); (2) Super Group (SGHC) Limited, a non-cellular c

Founder Holders Consent Letter, dated April 23, 2021, by and among the Founders, NewCo, SGHC Limited, Sports Entertainment Acquisition Corp. and Sports Entertainment Acquisition Holdings LLC (incorporated by reference to Exhibit 10.2 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

Executive Version Exhibit 10.2 FOUNDER HOLDERS CONSENT LETTER This FOUNDER HOLDERS CONSENT LETTER (this ?Consent?) is entered into as of April 23, 2021, between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (?NewCo?), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

EX-10.3 5 brhc10023591ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this “Registration Rights Agreement”), dated as of [•] (the “Effective Date”),

Investor Presentation April 2021 Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the“Busin

Exhibit 99.2 Investor Presentation April 2021 Disclaimer 2 This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the?Business Combination?) between Sports Entertainment Acquisition Corp. (?SEAH?) and SGHC Limited and its subsidiaries (the ?Company?). The info

Super Group to Combine with Sports Entertainment Acquisition Corp. to Create NYSE-Listed Global Gaming Company

EX-99.1 12 brhc10023591ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Super Group to Combine with Sports Entertainment Acquisition Corp. to Create NYSE-Listed Global Gaming Company • Super Group is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering • The group is licensed in 23 juri

BUSINESS COMBINATION AGREEMENT by and among SPORTS ENTERTAINMENT ACQUISITION CORP., SGHC LIMITED, SUPER GROUP (SGHC) LIMITED, SUPER GROUP (SGHC) MERGER SUB, INC. SPORTS ENTERTAINMENT ACQUISITION HOLDINGS LLC, DATED AS OF APRIL 23, 2021 TABLE OF CONTE

EX-2.1 2 brhc10023591ex2-1.htm EXHIBIT 2.1 Executive Version Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SPORTS ENTERTAINMENT ACQUISITION CORP., SGHC LIMITED, SUPER GROUP (SGHC) LIMITED, SUPER GROUP (SGHC) MERGER SUB, INC. and SPORTS ENTERTAINMENT ACQUISITION HOLDINGS LLC, DATED AS OF APRIL 23, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions

FOUNDER HOLDERS DEFERRAL AGREEMENT

EX-10.9 11 brhc10023591ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 FOUNDER HOLDERS DEFERRAL AGREEMENT April 23, 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Attention: Eric Grubman; John Collins Email: [email protected] and [email protected] Super Group (SGHC) Limited Kingsway House, Havilland Street St. Peter Port, Guern

CONTENTS

EX-10.8 10 brhc10023591ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 DATED 2021 THE SELLER and SUPER GROUP (SGHC) LIMITED SHARE BUYBACK AGREEMENT RELATING TO SHARES IN SUPER GROUP (SGHC) LIMITED CONTENTS CLAUSE PAGE 1. Definitions and Interpretation 3 2. Sale and purchase of NewCo Common Shares 4 3. Warranties 6 4. Further assurance 7 5. Assignment 7 6. Costs 7 7. Constitution of this Agreement 7 8. Rights

Transaction Support Agreement TRANSACTION SUPPORT AGREEMENT

EX-10.7 9 brhc10023591ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Exhibit G Transaction Support Agreement TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 23, 2021, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), SGHC Limited, a non-cell

FOUNDER HOLDERS CONSENT LETTER

EX-10.2 4 brhc10023591ex10-2.htm EXHIBIT 10.2 Executive Version Exhibit 10.2 FOUNDER HOLDERS CONSENT LETTER This FOUNDER HOLDERS CONSENT LETTER (this “Consent”) is entered into as of April 23, 2021, between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (“NewCo”), SGHC Limited, a non-cellular company limited by shares i

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373 (State or other jurisdiction of inco

Form of Amendment to Letter Agreement (incorporated by reference to Exhibit 10.5 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

EX-10.5 7 brhc10023591ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 [●], 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Amendment to Letter Agreement Ladies and Gentlemen: Reference is made to the following: i. The Business Combination Agreement (the “Business Combination Agreement”), dated as of April 23, 2021, by and among Sport

Lock-Up Agreement

EX-10.4 6 brhc10023591ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Exhibit D Lock-Up Agreement [●], 2021 Super Group (SGHC) Limited Kingsway House, Havilland Street St. Peter Port, Guernsey GYI 2QE Attention: Sarah Imossi Email: [email protected] SGHC Limited Kingsway House, Havilland Street St. Peter Port, Guernsey GYI 2QE Attention: Sarah Imossi Email: [email protected] Sports Entertainment Acquisition Corp.

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373 (State or other jurisdiction of inco

[Signature page follows]

EX-10.5 7 brhc10023591ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 [●], 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Amendment to Letter Agreement Ladies and Gentlemen: Reference is made to the following: i. The Business Combination Agreement (the “Business Combination Agreement”), dated as of April 23, 2021, by and among Sport

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this ?Registration Rights Agreement?), dated as of [?] (the ?Effective Date?), is made by and among (i) Sports Entertainment

Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.7 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).+

EX-10.7 9 brhc10023591ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Exhibit G Transaction Support Agreement TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 23, 2021, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), SGHC Limited, a non-cell

Investor Presentation April 2021 Disclaimer 2 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the“Busin

Exhibit 99.2 Investor Presentation April 2021 Disclaimer 2 This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the?Business Combination?) between Sports Entertainment Acquisition Corp. (?SEAH?) and SGHC Limited and its subsidiaries (the ?Company?). The info

Business Combination Agreement, dated as of April 23, 2021, by and among Sports Entertainment Acquisition Corp., SGHC Limited, Super Group (SGHC) Limited, Super Group (SGHC) Merger Sub Inc., and Sports Entertainment Acquisition Holdings LLC (incorporated by reference to Exhibit 2.1 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).+

Executive Version Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SPORTS ENTERTAINMENT ACQUISITION CORP., SGHC LIMITED, SUPER GROUP (SGHC) LIMITED, SUPER GROUP (SGHC) MERGER SUB, INC. and SPORTS ENTERTAINMENT ACQUISITION HOLDINGS LLC, DATED AS OF APRIL 23, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II PURCHASE AND SALE TRANSACTIONS

Form of Repurchase Agreement (incorporated by reference to Exhibit 10.8 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

EX-10.8 10 brhc10023591ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 DATED 2021 THE SELLER and SUPER GROUP (SGHC) LIMITED SHARE BUYBACK AGREEMENT RELATING TO SHARES IN SUPER GROUP (SGHC) LIMITED CONTENTS CLAUSE PAGE 1. Definitions and Interpretation 3 2. Sale and purchase of NewCo Common Shares 4 3. Warranties 6 4. Further assurance 7 5. Assignment 7 6. Costs 7 7. Constitution of this Agreement 7 8. Rights

Form of Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.6 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).

Exhibit 10.6 RESTRICTIVE COVENANT AGREEMENT In consideration of my engagement as a member of the Board of Directors (the ?Board?) of Super Group (SGHC) Limited (the ?Company?), the compensation and other benefits provided to me by the Company during my engagement as a member of the Company?s Board, and the Company?s agreement to provide me with access to its confidential information (as defined be

Super Group to Combine with Sports Entertainment Acquisition Corp. to Create NYSE-Listed Global Gaming Company

Exhibit 99.1 Super Group to Combine with Sports Entertainment Acquisition Corp. to Create NYSE-Listed Global Gaming Company ? Super Group is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering ? The group is licensed in 23 jurisdictions throughout Europe, the Americas and A

Form of Founder Holders Deferral Agreement (incorporated by reference to Exhibit 10.9 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on April 26, 2021).+

EX-10.9 11 brhc10023591ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 FOUNDER HOLDERS DEFERRAL AGREEMENT April 23, 2021 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Attention: Eric Grubman; John Collins Email: [email protected] and [email protected] Super Group (SGHC) Limited Kingsway House, Havilland Street St. Peter Port, Guern

RESTRICTIVE COVENANT AGREEMENT

Exhibit 10.6 RESTRICTIVE COVENANT AGREEMENT In consideration of my engagement as a member of the Board of Directors (the ?Board?) of Super Group (SGHC) Limited (the ?Company?), the compensation and other benefits provided to me by the Company during my engagement as a member of the Company?s Board, and the Company?s agreement to provide me with access to its confidential information (as defined be

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sports Entertainment Acquisition Corp. (the "company," "we" or "us") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's warrant agreement with Continental Stock Tr

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39583 SPORTS ENTERTAI

DESCRIPTION OF SECURITIES

EX-4.5 2 brhc10022546ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Sports Entertainment Acquisition Corp. (the "company," "we" or "us") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SPORTS ENTERTAINMENT ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SPORTS ENTERTAINMENT ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 84918M106 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check

Sports Entertainment Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing November 23, 2020

EX-99.1 2 brhc10017162ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sports Entertainment Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing November 23, 2020 North Palm Beach, November 20, 2020 – Sports Entertainment Acquisition Corp. (NYSE: SEAH.U) (the “Company”) announced that, commencing November 23, 2020, holders of the units sold

Financial Statements and Exhibits, Other Events

8-K 1 brhc100171628k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2020 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373 (Sta

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39583 SPORTS ENTER

SPORTS ENTERTAINMENT ACQUISITION CORP. PRO FORMA BALANCE SHEET

Exhibit 99.1 SPORTS ENTERTAINMENT ACQUISITION CORP. PRO FORMA BALANCE SHEET Actual as of October 6, 2020 Pro Forma Adjustments As Adjusted as of October 6, 2020 (unaudited) (unaudited) ASSETS Current Assets Cash $ 2,006,531 $ — $ 2,006,531 Total Current Assets 2,006,531 — 2,006,531 Cash held in Trust Account 400,000,000 50,000,000 (a) 450,000,000 (1,000,000 ) (b) 1,000,000 (d) Total Assets $ 402,0

Financial Statements and Exhibits, Other Events

8-K 1 nt10014552x148k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2020 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373

Financial Statements and Exhibits, Other Events

8-K 1 nt10014552x138k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2020 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373

SPORTS ENTERTAINMENT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 SPORTS ENTERTAINMENT ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 6, 2020 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Sports Entertainment Acquisition Corp. Opinion on the Financial Statement W

SEAH.U / Sports Entertainment Acquisition Corp. Units, each consisting of one share of Class A , / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SPORTS ENTERTAINMENT ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 84918M205** (CUSIP Number) OCTOBER 2, 2020 (Date of event which requires filing of this statement) Check the appropriate bo

Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408

Exhibit 10.6 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 October 6, 2020 Sports Entertainment Acquisition Holdings LLC Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Sports Entertainment Acquisition Corp., a Delawa

Warrant Agreement between Continental Stock Transfer & Trust Company and Sports Entertainment Acquisition Corp. (incorporated by reference to Exhibit 4.1 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 7, 2020).

Exhibit 4.1 SPORTS ENTERTAINMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 6, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 6, 2020, is by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust compa

WARRANT PURCHASE AGREEMENT

EX-10.1 5 nt10014552x12ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 1, 2020, is entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2020 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39583 85-2324373 (State or other jurisdiction of inc

Form of Indemnification Agreement, dated October 2, 2020, between SEAC and each of the officers and directors of SEAC (incorporated by reference to Exhibit 10.7 of SEAC’s Current Report on Form 8-K filed with the SEC on October 7, 2020).

EX-10.7 11 nt10014552x12ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of October 2, 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their se

WARRANT PURCHASE AGREEMENT

Exhibit 10.2 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 1, 2020, is entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and PJT Partners Holdings LP, a Delaware limited partnership (the “Purchaser”). WHEREAS, the Company intends to consummate an init

Sports Entertainment Acquisition Corp. 40,000,000 Units Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 Sports Entertainment Acquisition Corp. 40,000,000 Units Common Stock Warrants UNDERWRITING AGREEMENT New York, New York October 1, 2020 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 PJT Partners LP 280 Park Avenue New York, NY 10017 As Representatives of the several Underwriters Ladies and Gentlemen: Sports Entertainment Acquisition Corp. a Delaware corporation (the

Letter Agreement, dated October 6, 2020, by and among Sports Entertainment Acquisition Corp., its executive officers, its directors, Sponsor and PJT Partners Holdings LP (incorporated by reference to Exhibit 10.5 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 7, 2020).

EX-10.5 9 nt10014552x12ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 October 6, 2020 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or pr

Investment Management Trust Agreement, dated October 6, 2020, by and between Sports Entertainment Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.3 of Sports Entertainment Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on October 7, 2020).

EX-10.3 7 nt10014552x12ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Com

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SPORTS ENTERTAINMENT ACQUISITION CORP. October 1, 2020

EX-3.1 3 nt10014552x12ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPORTS ENTERTAINMENT ACQUISITION CORP. October 1, 2020 Sports Entertainment Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Sports Entertainment Acquisitio

REGISTRATION RIGHTS AGREEMENT

EX-10.4 8 nt10014552x12ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and PJT

$400,000,000 Sports Entertainment Acquisition Corp. 40,000,000 Units

424B4 1 nt10014552x11424b4.htm 424B4 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-248798 and 333-249245 PROSPECTUS $400,000,000 Sports Entertainment Acquisition Corp. 40,000,000 Units Sports Entertainment Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or s

- S-1MEF

As filed with the Securities and Exchange Commission on October 1, 2020 Registration No.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SPORTS ENTERTAINMENT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-2324373 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide

Specimen Warrant Certificate of Sports Entertainment Acquisition Corp. (incorporated by reference to Exhibit 4.4 of Sports Entertainment Acquisition Corp.’s Registration Statement on Form S-1 (File No. 333-248798) filed with the SEC on September 28, 2020).

EX-4.4 3 nt10014522x4ex4-4.htm EXHIBIT 4.1 Exhibit 4.4 SPORTS ENTERTAINMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New Y

Sports Entertainment Acquisition Corp. 35,000,000 Units Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 nt10014552x4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Sports Entertainment Acquisition Corp. 35,000,000 Units Common Stock Warrants UNDERWRITING AGREEMENT New York, New York September [ ], 2020 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 PJT Partners LP 280 Park Avenue New York, NY 10017 As Representatives of the several Underwriters Ladies and Gentlemen: Sports Entertainment

- S-1/A

As filed with the U.S. Securities and Exchange Commission on September 28, 2020 Registration No. 333-248798 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sports Entertainment Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2324373 (State or other J

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sports Entertainment Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

WARRANT PURCHASE AGREEMENT

Exhibit 10.7 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [], 2020, is entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and PJT Partners Holdings LP, a Delaware limited partnership (the “Purchaser”). WHEREAS, the Company intends to consummate an initial pub

OF SPORTS ENTERTAINMENT ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I

EX-3.3 3 nt10014552x2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BY LAWS OF SPORTS ENTERTAINMENT ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individu

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and PJT Partners Holdings LP (“PJT”, and together with the S

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3

[Signature page follows]

Exhibit 10.2 [•], 2020 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Sports Enter

- S-1/A

As filed with the U.S. Securities and Exchange Commission on September 22, 2020 Registration No. 333-248798 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sports Entertainment Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2324373 (State or other J

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SPORTS ENTERTAINMENT ACQUISITION CORP. [•], 2020

EX-3.2 2 nt10014552x3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPORTS ENTERTAINMENT ACQUISITION CORP. [•], 2020 Sports Entertainment Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Sports Entertainment Acquisition Corp.

INDEMNIFICATION AGREEMENT

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of [●], 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company to a

WARRANT PURCHASE AGREEMENT

Exhibit 10.6 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [], 2020, is entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends t

CERTIFICATE OF INCORPORATION SPORTS ENTERTAINMENT ACQUISITION CORP. July 30, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SPORTS ENTERTAINMENT ACQUISITION CORP. July 30, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Sports Entertainment Acquisition Corp.

SPORTS ENTERTAINMENT ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP SPORTS ENTERTAINMENT ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock

Sports Entertainment Acquisition Corp. Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408

Exhibit 10.5 Sports Entertainment Acquisition Corp. Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 August 11, 2020 Sports Entertainment Acquisition Holdings LLC Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Sports Entertainment Acquisition Hold

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 14, 2020.

SPORTS ENTERTAINMENT ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

EX-4.2 4 nt10014552x2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP No. SPORTS ENTERTAINMENT ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF SPORTS ENTERTAINMENT ACQUISITION CORP. (THE “COMPANY”) transferable on t

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Sports Entertainment Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408

Exhibit 10.9 Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 [●], 2020 Sports Entertainment Acquisition Holdings LLC Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Sports Entertainment Acquisition Corp., a Delaware cor

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sports Entertainment Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

-

TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on August 28, 2020 under the Securities Act of 1933, as amended.

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Sports Entertainment Acquisition Corp. Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408

Exhibit 10.5 Sports Entertainment Acquisition Corp. Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 August 11, 2020 Sports Entertainment Acquisition Holdings LLC Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Sports Entertainment Acquisition Hold

CERTIFICATE OF INCORPORATION SPORTS ENTERTAINMENT ACQUISITION CORP. July 30, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SPORTS ENTERTAINMENT ACQUISITION CORP. July 30, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Sports Entertainment Acquisition Corp.