Основная статистика
| CIK | 1856031 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vivid Seats Inc. - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 5, 2025 |
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): August 05, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File N |
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| August 5, 2025 |
Vivid Seats Reports Second Quarter 2025 Results Announces $25 Million Cost Reduction Program Exhibit 99.1 Vivid Seats Reports Second Quarter 2025 Results Announces $25 Million Cost Reduction Program CHICAGO, IL – August 5, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q pr i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2025 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: 001-40926 Vivid Seats Inc. |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): July 21, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 11, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 23, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 03, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2025 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: 001-40926 Vivid Seats Inc. |
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| May 6, 2025 |
Vivid Seats Reports First Quarter 2025 Results Exhibit 99.1 Vivid Seats Reports First Quarter 2025 Results CHICAGO, IL – May 6, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the first quarter ended March 31, 2025. “In t |
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| May 6, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 06, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 21, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File |
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| March 13, 2025 |
Three Months Ended December 31, Exhibit 99.1 [Corrected Press Release] Vivid Seats Reports Fourth Quarter and Full Year 2024 Results CHICAGO, IL – March 12, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, is re-issuing in its entirety its pres |
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| March 12, 2025 |
Exhibit 10.31 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendment”) is entered into by and among Vivid Seats Inc. and Vivid Seats LLC (together, the “Company”) and Riva Bakal (“Executive”) (each, a “Party,” and collectively, the “Parties”) as of June 26, 2024 (the “Effective Date”). The Company and Executive previously entered into an Employment Agreement, dat |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K d UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 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: 001-40926 Vivid Seats Inc. |
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| March 12, 2025 |
Vivid Seats Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Vivid Seats Reports Fourth Quarter and Full Year 2024 Results CHICAGO, IL – March 12, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the full year and fourth qu |
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| March 12, 2025 |
Exhibit 10.34 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (“Amendment”), is made and entered into as of the 16th of April, 2024 (“Effective Date”), by and between BSREP II SS CHICAGO LLC, a Delaware limited liability company (“Landlord”), and VIVID SEATS LLC, a Delaware limited liability company (“Tenant”). RECITALS: WHEREAS, Landlord and Tenant have entered into a certain Office Lease |
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| March 12, 2025 |
EX-10.3 2 seat-ex103.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT This Amendment No. 1 (this “Amendment”) to the Stockholders’ Agreement, made as of October 18, 2021 by and among Vivid Seats Inc., Hoya Topco, LLC and Horizon Sponsor, LLC (the “Agreement”), is made as of October 1, 2024, by and among: (i) Vivid Seats Inc., a Delaware corporation (the “Company”); (ii) Hoya Top |
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| March 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 28, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File |
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| March 12, 2025 |
Jurisdiction of Incorporation or Organization Exhibit 21.1 Subsidiary Jurisdiction of Incorporation or Organization ActCo LLC Delaware Active Ticket Company LP Delaware BroadwayShows.com LLC Delaware Casino Travel & Tours, LLC Nevada CM6B Vivid Equity, Inc. Delaware CT&T Transportation, LLC Nevada CTT Tours, LLC Nevada Hoya Intermediate, LLC Delaware Hoya Midco, LLC Delaware International Tickets LLC Delaware LV.com, LLC Nevada Skybox Ticket |
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| March 12, 2025 |
Employment Agreement, dated August 13, 2021, among Riva Bakal, Vivid Seats Inc., and Vivid Seats LLC Exhibit 10.30 August 13, 2021 Riva Bakal Re: Employment with Vivid Seats Inc. Dear Riva: Vivid Seats Inc. and Vivid Seats LLC (as such companies’ names may change from time to time, together with each such company’s successors and assigns, and any subsidiary or affiliate that may employ you from time to time, collectively, the “Company”) are pleased to offer you employment on the terms set forth b |
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| March 12, 2025 |
Non-Employee Director Compensation Policy Exhibit 10.24 Vivid Seats Inc. Non-Employee Director Compensation Policy (As of February 29, 2024) Non-employee members of the board of directors (the “Board”) of Vivid Seats Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be |
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| March 12, 2025 |
Exhibit 19.1 Vivid Seats Inc. Insider Trading Policy (As of November 5, 2024) I. SUMMARY Preventing insider trading is necessary to comply with securities laws, as well as to preserve the reputation and integrity of Vivid Seats Inc. and its subsidiaries (collectively, the “Company”) and persons affiliated with the Company. Generally, “insider trading” occurs when any person purchases or sells a se |
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| February 11, 2025 |
Exhibit 10.1 AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 6, dated as of February 5, 2025 (this “Amendment”), by and among Hoya Midco, LLC (the “Borrower”), Hoya Intermediate, LLC (“Holdings”), the other Loan Parties listed on the signature pages hereto, the 2025 Refinancing Term Lender (as defined below), each Consenting Lender (as defined below) and Barclays Bank PLC, as Administ |
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| February 11, 2025 |
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): February 5, 2025 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File |
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| November 13, 2024 |
SEAT / Vivid Seats Inc. / Hoya Topco, LLC - SC 13G/A Passive Investment SC 13G/A 1 d873177dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Vivid Seats Inc. (Name of Issuer) Class A common stock (Title of Class of |
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| November 7, 2024 |
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 07, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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, 2024 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: 001-40926 Vivid |
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| November 7, 2024 |
Exhibit 99.1 Vivid Seats Reports Third Quarter 2024 Results Disciplined Execution with Synergy Realization and New Product Roll-outs CHICAGO, IL – November 7, 2024 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, toda |
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| October 24, 2024 |
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): October 18, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File |
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| August 6, 2024 |
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): August 01, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File N |
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| August 6, 2024 |
Form of Redemption, Repurchase and Cancellation Agreement Exhibit 10.4 REDEMPTION, REPURCHASE AND CANCELLATION AGREEMENT This Redemption, Repurchase and Cancellation Agreement (this “Agreement”) is made and entered into as of [•] (the “Effective Date”) by and between Hoya Topco, LLC, a Delaware limited liability company (the “Company”), and [•] (the “Unitholder”). In this Agreement, the Company and the Unitholder are sometimes referred to individually as |
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| August 6, 2024 |
Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendm. ent”) is entered into by and among Vivid Seats Inc. and Vivid Seats LLC (together, the “Company”) and Stanley Chia (“Executive”) (each, a “Party,” and collectively, the “Parties”) as of June 26, 2024 (the “Effective Date”). The Company and Executive previously entered into an Employment Agreement, |
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| August 6, 2024 |
Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this “Amendment”) is entered into by and among Vivid Seats Inc. and Vivid Seats LLC (together, the “Company”) and Lawrence Fey (“Executive”) (each, a “Party,” and collectively, the “Parties”) as of June 26, 2024 (the “Effective Date”). The Company and Executive previously entered into an Employment Agreement, da |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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 June 30, 2024 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: 001-40926 Vivid Seat |
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| August 6, 2024 |
Vivid Seats Delivers Strong Second Quarter Results Q2 2024 Revenues of $198 Million (+20% YoY) Exhibit 99.1 Vivid Seats Delivers Strong Second Quarter Results Q2 2024 Revenues of $198 Million (+20% YoY) CHICAGO, IL – August 6, 2024 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial result |
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| June 20, 2024 |
Exhibit 10.1 AMENDMENT NO. 5 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 5, dated as of June 14, 2024 (this “Amendment”), by and among Hoya Midco, LLC (the “Borrower”), Hoya Intermediate, LLC (“Holdings”), the other Loan Parties listed on the signature pages hereto, the 2024 Refinancing Term Lender (as defined below), each Consenting Lender (as defined below) and Barclays Bank PLC, as Administrat |
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| June 20, 2024 |
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 14, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 10, 2024 |
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): June 4, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2024 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: 001-40926 Vivid Seats Inc. |
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| May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 07, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2024 |
Vivid Seats Delivers Strong First Quarter Results Q1 2024 Marketplace GOV of >$1 Billion (+20% YoY) Exhibit 99.1 Vivid Seats Delivers Strong First Quarter Results Q1 2024 Marketplace GOV of >$1 Billion (+20% YoY) CHICAGO, IL – May 7, 2024 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial resu |
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| April 30, 2024 |
VIVID SEATS INC. 7,776,630 SHARES OF CLASS A COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No. 333-275889 PROSPECTUS VIVID SEATS INC. 7,776,630 SHARES OF CLASS A COMMON STOCK This prospectus relates to the resale from time to time of up to 7,776,630 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Vivid Seats Inc., a Delaware corporation (“Vivid Seats,” “we,” “us” or “our”), by the selling stockholders |
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| April 30, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 PROSPECTUS VIVID SEATS INC. 187,267,173 SHARES OF CLASS A COMMON STOCK 45,686,457 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 58,652,569 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the resale from time to time of (i) an aggregate of 63,067,173 shares of Class A common stock, |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| April 24, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 17, 2024 |
As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. |
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| April 17, 2024 |
As filed with the Securities and Exchange Commission on April 17, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 17, 2024 Registration No. |
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| March 8, 2024 |
VIVID SEATS INC. COMPENSATION RECOVERY POLICY The Board of Directors (the “Board”) of Vivid Seats Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”), effective as of December 1, 2023 (the “Effective Date”). This Policy has been adopted pursuant to the listing rules of the national securities exchange or association on which the Company’s securities are listed, which |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 7, 2024 As filed with the Securities and Exchange Commission on March 7, 2024 Registration No. |
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| March 8, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Vivid Seats Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 r 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, 2023 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: 001-40926 Vivid Seats Inc. |
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| March 8, 2024 |
Exhibit 10.42 December 7,2023 Hoya Topco, LLC 24 E. Washington St., Suite 900 Chicago, IL 60602 Attn: Stanley Chia Email: [email protected] Re: Warrant Termination Reference is made to (i) that certain Private Warrant Agreement ($10.00 exercise price), dated October 18, 2021 (the “$10.00 Warrant Agreement”), between Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”), and Hoya I |
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| March 8, 2024 |
Exhibit 10.41 December 7,2023 Hoya Topco, LLC 24 E. Washington St., Suite 900 Chicago, IL 60602 Attn: Stanley Chia Email: [email protected] Re: Warrant Termination Reference is made to that certain Private Warrant Agreement, dated October 18, 2021 (the “Warrant Agreement”), between Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”), and Vivid Seats Inc., a Delaware corporation |
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| March 8, 2024 |
Jurisdiction of Incorporation or Organization Exhibit 21.1 Subsidiary Jurisdiction of Incorporation or Organization ActCo LLC Delaware Active Ticket Company LP Delaware Casino Travel & Tours, LLC Nevada CM6B Vivid Equity, Inc. Delaware CT&T Transportation, LLC Nevada CTT Tours, LLC Nevada Hoya Intermediate, LLC Delaware Hoya Midco, LLC Delaware LV.com, LLC Nevada Skybox Ticket Resale Platform LLC Illinois Ticket Fulfillment Services LP Delawa |
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| March 8, 2024 |
Form of Stock Option Cancellation Agreement Exhibit 10.43 STOCK OPTION CANCELLATION AGREEMENT This STOCK OPTION CANCELLATION Agreement (this “Agreement”) is made and entered into on [•] (the “Effective Date”) between Vivid Seats Inc., a Delaware corporation (the “Company”) and [•] (“Optionee”). WHEREAS, on [•], Optionee was awarded and currently holds [•] (all such shares of Class A Common Stock subject to purchase, collectively, the “Optio |
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| March 5, 2024 |
Exhibit 99.1 Vivid Seats Reports Fourth Quarter Results and Authorizes New Share Repurchase Program Finishes Transformational 2023 with Foundation for Durable Growth CHICAGO, IL – March 5, 2024 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thous |
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| March 5, 2024 |
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): February 29, 2024 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 9, 2024 |
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): February 5, 2024 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40926 (Commission File Number) 86- |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* VIVID SEATS INC (Name of Issuer) Common Stock (Title of Class of Securities) 92854T100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 9, 2024 |
SEAT / Vivid Seats Inc. / Hoya Topco, LLC - SC 13G/A Passive Investment SC 13G/A 1 d762469dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Vivid Seats Inc. (Name of Issuer) Class A common stock (Title of Class of |
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| February 9, 2024 |
First Amendment to 2021 Incentive Award Plan Exhibit 10.1 FIRST AMENDMENT TO VIVID SEATS INC. 2021 INCENTIVE AWARD PLAN This First Amendment (this “First Amendment”) to the Vivid Seats Inc. 2021 Incentive Award Plan (the “Plan”) is adopted by the Board of Directors (the “Board”) of Vivid Seats Inc., a Delaware corporation (the “Company”), effective as of February 5, 2024. RECITALS A. The Company currently maintains the Plan; B. Section 10.4 |
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| January 26, 2024 |
SEAT / Vivid Seats Inc. / Eldridge Industries, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Vivid Seats Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92854T100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which t |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 9, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 9, 2024 |
Vivid Seats Inc. 24 E. Washington Street, Suite 900 Chicago, Illinois 60602 January 9, 2024 Dear Fellow Stockholders: On behalf of the Board of Directors, I cordially invite you to attend a Special Meeting of Stockholders of Vivid Seats Inc., which will be held on Monday, February 5, 2024 beginning at 9:00 a.m., Central Time. The completely virtual meeting will be conducted via live webcast. Accom |
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| December 29, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| December 18, 2023 |
Prospectus Supplement No. 1 (to Prospectus dated December 15, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275889 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated December 15, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-275889). Capitalized terms used and not otherwise def |
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| December 15, 2023 |
VIVID SEATS INC. 7,776,630 SHARES OF CLASS A COMMON STOCK 424B3 1 d658825d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-275889 PROSPECTUS VIVID SEATS INC. 7,776,630 SHARES OF CLASS A COMMON STOCK This prospectus relates to up to 7,776,630 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Vivid Seats Inc., a Delaware corporation (“Vivid Seats PubCo,” “Vivid Seats,” |
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| December 13, 2023 |
Prospectus Supplement No. 9 (to Prospectus dated May 12, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in th |
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| December 13, 2023 |
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 07, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 13, 2023 |
Vivid Seats Inc. 24 E. Washington St., Ste. 900 Chicago, IL 60602 Vivid Seats Inc. 24 E. Washington St., Ste. 900 Chicago, IL 60602 December 13, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Vivid Seats Inc. Registration Statement on Form S-1 (File No. 333-275889) Filed December 5, 2023 To whom it may concern: Pursuant to Rule 461(a) under the Securitie |
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| December 12, 2023 |
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): December 08, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 12, 2023 |
Exhibit 1.1 Vivid Seats Inc. 20,500,000 Shares Class A Common Stock ($0.0001 par value) Underwriting Agreement December 8, 2023 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: |
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| December 12, 2023 |
Prospectus Supplement No. 8 (to Prospectus dated May 12, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectus supplement a |
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| December 11, 2023 |
20,500,000 Shares Vivid Seats Inc. Class A Common Stock $6.50 per share Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 12, 2023) 20,500,000 Shares Vivid Seats Inc. Class A Common Stock $6.50 per share The selling stockholder named in this prospectus supplement is selling 20,500,000 shares of our Class A common stock, par value $0.0001 per share (our “Class A common stock”), issuab |
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| December 8, 2023 |
SUBJECT TO COMPLETION, DATED DECEMBER 8, 2023 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus and prospectus supplements are neither an offer to sell nor the solicitation of an offer to buy these securities in any jurisdiction where the off |
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| December 7, 2023 |
SUBJECT TO COMPLETION, DATED DECEMBER 7, 2023 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus and prospectus supplements are neither an offer to sell nor the solicitation of an offer to buy these securities in any jurisdiction where the off |
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| December 6, 2023 |
SUBJECT TO COMPLETION, DATED DECEMBER 6, 2023 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus and prospectus supplements are neither an offer to sell nor the solicitation of an offer to buy these securities in any jurisdiction where the off |
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| December 5, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 03, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporati |
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| December 5, 2023 |
Consolidated Financial Statements December 31, 2022 and 2021 VDC Holdco, LLC and Subsidiaries Exhibit 99.2 Consolidated Financial Statements December 31, 2022 and 2021 VDC Holdco, LLC and Subsidiaries VDC Holdco, LLC and Subsidiaries Table of Contents December 31, 2022 and 2021 Independent Auditor’s Report 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Members’ Equity (Deficit) 5 Consolidated Statements o |
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| December 5, 2023 |
Consolidated Financial Statements September 30, 2023 VDC Holdco, LLC and Subsidiaries Exhibit 99.1 Consolidated Financial Statements September 30, 2023 VDC Holdco, LLC and Subsidiaries VDC Holdco, LLC and Subsidiaries Table of Contents September 30, 2023 Consolidated Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statements of Members’ Equity 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5 V |
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| December 5, 2023 |
Jurisdiction of Incorporation or Organization EX-21.1 3 d615007dex211.htm EX-21.1 Exhibit 21.1 Subsidiary Jurisdiction of Incorporation or Organization ActCo LLC Delaware Active Ticket Company LP Delaware Casino Travel & Tours, LLC Nevada CM6B Vivid Equity, Inc. Delaware CT&T Transportation, LLC Nevada CTT Tours, LLC Nevada Hoya Intermediate, LLC Delaware Hoya Midco, LLC Delaware LV.com, LLC Nevada Skybox Ticket Resale Platform LLC Illinois T |
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| December 5, 2023 |
Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on December 4, 2023 Registration No. |
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| December 5, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Vivid Seats Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to be Paid Equity Class A Common |
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| December 5, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On November 3, 2023 (the “Closing Date”), Vivid Seats Inc. (“Vivid Seats” or the “Company”) completed its acquisition of VDC Holdco, LLC (“VDC”) pursuant to the Agreement and Plan of Merger, dated November 3, 2023, among the Company, VDC, Viva Merger Sub I, LLC (“Merger Sub I”), Viva Merger Sub II, LLC (“Merger |
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| December 5, 2023 |
Prospectus Supplement No. 7 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 12, 2023) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in th |
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| November 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 Prospectus Supplement No. 6 (to Prospectus dated May 12, 2023) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in th |
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| November 7, 2023 |
Exhibit 10.1 REGISTRATION RIGHTS AND LOCKUP AGREEMENT THIS REGISTRATION RIGHTS AND LOCKUP AGREEMENT (this “Agreement”), dated as of November 3, 2023, is made and entered into by and among Vivid Seats Inc., a Delaware corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsecti |
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| November 7, 2023 |
Exhibit 99.1 Vivid Seats Delivers $1 Billion Quarterly Marketplace GOV & Acquires Vegas.com Raising 2023 Guidance and Providing Initial 2024 Guidance for 26% Adjusted EBITDA Growth CHICAGO, IL – November 7, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across |
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| November 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 Prospectus Supplement No. 5 (to Prospectus dated May 12, 2023) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in th |
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| November 7, 2023 |
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 03, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2023 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: 001-40926 Vivid Seats Inc. |
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| November 7, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Vivid Seats Inc., a Delaware corporation, Viva Merger Sub I, LLC, a Delaware limited liability company, Viva Merger Sub II, LLC, a Delaware limited liability company, Vdc Holdco, LLC, a Delaware limited liability company, Michael Reichartz, Adam White, TZP Capital Partners III-A (Blocker), L.P. and TZP Capital Partners III, L.P., as the Unithol |
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| November 7, 2023 |
Exhibit 99.2 Vivid Seats Announces Acquisition of Vegas.com Strategic Transaction Furthers Vivid Seats’ Position as a Leading Online Marketplace CHICAGO, IL – November 7, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, |
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| August 8, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 Prospectus Supplement No. 4 (to Prospectus dated May 12, 2023) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used and not otherwise defined in th |
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| August 8, 2023 |
Exhibit 99.1 Vivid Seats Delivers Highest GOV Ever and Expands TAM Internationally Raising Guidance for 2023 Marketplace GOV, Revenues and Adjusted EBITDA CHICAGO, IL – August 8, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of ev |
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| August 8, 2023 |
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): August 08, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2023 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: 001-40926 Vivid Seats Inc. |
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| August 7, 2023 |
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): August 07, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 7, 2023 |
Exhibit 99.1 Vivid Seats Announces Acquisition of Wavedash Leading Online Ticket Marketplace Expands Global Reach into Japan CHICAGO, IL – August 7, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced that i |
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| June 20, 2023 |
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 12, 2023) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectus supplement a |
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| June 20, 2023 |
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 15, 2023 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) |
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| June 8, 2023 |
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 06, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| May 22, 2023 |
EX-1.1 Exhibit 1.1 Vivid Seats Inc. 16,000,000 Shares Class A Common Stock ($0.0001 par value) Underwriting Agreement May 17, 2023 Citigroup Global Markets Inc. Morgan Stanley & Co. LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlem |
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| May 22, 2023 |
424B3 Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 12, 2023) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectus supple |
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| May 22, 2023 |
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 17, 2023 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) |
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| May 19, 2023 |
16,000,000 Shares Vivid Seats Inc. Class A Common Stock $8.00 per share 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| May 16, 2023 |
SUBJECT TO COMPLETION, DATED MAY 16, 2023 424B7 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 12, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 PROSPECTUS VIVID SEATS INC. 187,267,173 SHARES OF CLASS A COMMON STOCK 45,686,457 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 58,652,569 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the resale from time to time of (i) an aggregate of 63,067,173 shares of Class A common |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 zasa`'ats7i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 r FORM 10-K/A Amendment No. |
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| May 9, 2023 |
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 09, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2023 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: 001-40926 Vivid Seats Inc. |
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| May 9, 2023 |
Exhibit 99.1 Vivid Seats Strengthens Position with Excellent Start to 2023 Q1 2023 Revenues of $161mm (+23% YoY) and Adjusted EBITDA of $42mm (+102% YoY) Raising Guidance for 2023 Marketplace GOV, Revenues and Adjusted EBITDA CHICAGO, IL – May 9, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”, “we” or the “Company”), a leading marketplace that utilizes its technology platform to connect mil |
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| May 9, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on May 9, 2023 Registration No. |
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| April 26, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 26, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 7, 2023 |
Hoya Intermediate, LLC Second Amended and Restated Limited Liability Company Agreement Exhibit 10.38 [Final] HOYA INTERMEDIATE, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 18, 2021 THE UNITS ISSUED PURSUANT TO THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIG |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K zasa`'ats7i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 r 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, 2022 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: 001-40926 Vivid Seats Inc. |
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| March 7, 2023 |
Exhibit 99.1 Vivid Seats Wraps Record 2022 and Drives Marketplace Affinity Full Year 2022 Marketplace GOV of $3.2 billion and Revenues of $600 million CHICAGO, IL – March 7, 2023 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”, “we” or the “Company”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thous |
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| March 7, 2023 |
Jurisdiction of Incorporation or Organization Exhibit 21.1 Subsidiary Jurisdiction of Incorporation or Organization CM6B Vivid Equity, Inc. Delaware Hoya Intermediate, LLC Delaware Hoya Midco, LLC Delaware Vivid Seats LLC Delaware ActCo LLC Delaware Active Ticket Company LP Delaware Vivid Hospitality LLC Illinois World Ticket Source, LLC Delaware Skybox Ticket Resale Platform LLC Illinois Vivid Seats Canada Ltd. Canada FanXchange Internationa |
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| March 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 07, 2023 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 9, 2023 |
SC 13G/A 1 ea173003-13ga1eldridgevivid.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Vivid Seats Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92854T100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta |
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| February 9, 2023 |
US92854T1007 / Vivid Seats Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Vivid Seats Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 92854T100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 8, 2023 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VIVID SEATS INC (Name of Issuer) Common Stock (Title of Class of Securities) 92854T100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 12, 2023 |
January 12, 2023 VIA EDGAR SUBMISSION Attn: Robert Shapiro and Lyn Shenk Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| December 22, 2022 |
December 22, 2022 VIA EDGAR SUBMISSION Attn: Robert Shapiro and Lyn Shenk Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| December 13, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 PROSPECTUS VIVID SEATS INC. 187,267,173 SHARES OF CLASS A COMMON STOCK 45,686,457 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 58,652,569 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the resale from time to time of (i) an aggregate of 63,067,173 shares of Class A common stock, |
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| November 23, 2022 |
As filed with the Securities and Exchange Commission on November 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 23, 2022 Registration No. |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 08, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 8, 2022 |
424B3 1 vivid202210qq3424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 Prospectus Supplement No. 7 (To Prospectus dated March 30, 2022) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Ca |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ma UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2022 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: 001-40926 Vivid Seats Inc. |
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| November 8, 2022 |
Exhibit 99.1 Vivid Seats Captures Robust Live Event Demand and Reports Record Q3 Marketplace GOV and Revenues Third Quarter 2022 Marketplace GOV of $782 million and Revenues of $157 million CHICAGO, IL – November 8, 2022 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”, “we” or the “Company”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands |
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| August 9, 2022 |
Non-Employee Director Compensation Policy, as amended Exhibit 10.1 Vivid Seats Inc. Non-Employee Director Compensation Policy (as amended and restated, effective June 7, 2022) Non-employee members of the board of directors (the ?Board?) of Vivid Seats Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash and equity compensation described |
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| August 9, 2022 |
424B3 1 vivid202210qq2424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 Prospectus Supplement No. 6 (To Prospectus dated March 30, 2022) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Ca |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ma UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2022 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: 001-40926 Vivid Seats Inc. |
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| August 9, 2022 |
Exhibit 99.1 Vivid Seats Raises Guidance while Reporting Record Marketplace Orders Second Quarter 2022 Marketplace GOV of $815 million and Revenues of $148 million CHICAGO, IL ? August 9, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats?, ?we? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hun |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 09, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| July 5, 2022 |
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): July 5, 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) |
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| July 5, 2022 |
Vivid Seats Announces Completion of Exchange Offer Exhibit 99.1 Vivid Seats Announces Completion of Exchange Offer CHICAGO, IL ? July 5, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced the completion of its previously announced exchange |
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| July 5, 2022 |
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): July 5, 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) |
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| July 5, 2022 |
424B3 1 d317381d424b3.htm 424B3 Prospectus Supplement No. 5 (to Prospectus dated March 30, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms |
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| June 30, 2022 |
Exhibit 99.1 Vivid Seats Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Public Warrants CHICAGO, IL ? June 30, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year |
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| June 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) VIVID SEATS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Class A Common Stock 92854T 118 (Title of Class of Securities) (CUSIP Number of Class of Securities) |
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| June 30, 2022 |
Prospectus Supplement No. 4 (to Prospectus dated March 30, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectus suppleme |
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| June 30, 2022 |
425 1 d364940d425.htm 425 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 |
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| June 30, 2022 |
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): 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) |
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| June 28, 2022 |
424B3 1 d350101d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265219 PROSPECTUS/OFFER TO EXCHANGE VIVID SEATS INC. Offer to Exchange Warrants to Acquire Shares of Class A Common Stock of Vivid Seats Inc. for Shares of Class A Common Stock of Vivid Seats Inc. and Consent Solicitation THE OFFER PERIOD (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P. |
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| June 8, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 Prospectus Supplement No. 3 (To Prospectus dated March 30, 2022) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectu |
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| June 8, 2022 |
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): June 7, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Vivid Seats Inc. |
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| June 1, 2022 |
As filed with the Securities and Exchange Commission on June 1, 2022 S-4/A 1 d350101ds4a.htm S-4/A As filed with the Securities and Exchange Commission on June 1, 2022 Registration No. 333-265219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIVID SEATS INC. (Exact name of registrant as specified in its charter) Delaware 7990 86-3355184 (State or other juri |
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| May 26, 2022 |
Form of Dealer Manager Agreement. Exhibit 10.38 Vivid Seats Inc. Dealer Manager and Solicitation Agent Agreement New York, New York May 26, 2022 Evercore Group L.L.C., as Dealer Manager c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Ladies and Gentlemen: Vivid Seats Inc., a Delaware corporation (the ?Company? or ?we?), plans to make an offer (such offer as described in the Prospectus (as defined below), tog |
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| May 26, 2022 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated March 30, 2022) Registration No. 333-260839 VIVID SEATS INC. This prospectus supplement updates and supplements the prospectus dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectus supplement and n |
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| May 26, 2022 |
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): May 26, 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) |
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| May 26, 2022 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Class A Common Stock of Vivid Seats Inc. for Shares of Class A Common Stock of Vivid Seats Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JUNE 29, |
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| May 26, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Vivid Seats Inc. |
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| May 26, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Vivid Seats Inc. |
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| May 26, 2022 |
Form of Letter of Transmittal and Consent. Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Shares of Class A Common Stock of Vivid Seats Inc. for Shares of Class A Common Stock of Vivid Seats Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON JUNE 29, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE |
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| May 26, 2022 |
Exhibit 10.39 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ?Agreement?), dated as of May 26, 2022, is entered into by and among Vivid Seats Inc., a Delaware corporation (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Public Warrant Holders,? and each a ?Public Warrant Holder?). WHEREAS, as of the date hereof, each Public Warrant Hold |
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| May 26, 2022 |
425 1 d342534d425.htm 425 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 26, 2022 Vivid Seats Inc. (Exact name of registrant as specified in charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) |
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| May 26, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 26, 2022 Registration No. |
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| May 26, 2022 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Class A Common Stock of Vivid Seats Inc. for Shares of Class A Common Stock of Vivid Seats Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, |
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| May 26, 2022 |
Exhibit 99.1 Vivid Seats Announces Exchange Offer and Consent Solicitation Relating to Public Warrants and Authorization of $40 Million Share Repurchase Program CHICAGO, IL ? May 26, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of th |
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| May 26, 2022 |
Form of Notice of Guaranteed Delivery. Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF PUBLIC WARRANTS OF VIVID SEATS INC. Pursuant to the Prospectus/Offer to Exchange dated May 26, 2022 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have the definitions set forth in the Prospectus/Offer to Exchange dated May 26, 2022 (the ?Prospectus/Offer to Exchange?). This Notice of Guaranteed Deliv |
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| May 26, 2022 |
As filed with the Securities and Exchange Commission on May 26, 2022 SC TO-I 1 d303509dsctoi.htm SC TO-I As filed with the Securities and Exchange Commission on May 26, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VIVID SEATS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Sh |
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| May 11, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 Prospectus Supplement No. 1 (To Prospectus dated March 30, 2022) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this prospectu |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 10, 2022 |
First Amendment to Amended and Restated Bylaws Exhibit 3.2 First Amendment to THE AMENDED AND RESTATED Bylaws of Vivid Seats Inc. A delaware corporation (Adopted as of February 3, 2022) The Amended and Restated Bylaws (the ?Bylaws?) of Vivid Seats Inc., a Delaware corporation (the ?Corporation?), adopted as of October 18, 2021, are hereby amended, effective as of February 3, 2022, to change the Registered Agent and the Registered Office of the |
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| May 10, 2022 |
Exhibit 99.1 Vivid Seats Raises Guidance after Record First Quarter 2022 Marketplace GOV and Revenues First Quarter 2022 Marketplace GOV of $742 million and Revenues of $131 million CHICAGO, IL ? May 10, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats?, ?we? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket se |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ma UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2022 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: 001-40926 Vivid Seats Inc. |
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| April 27, 2022 |
DEFA14A 1 d285571ddefa14a.htm 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ |
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| April 27, 2022 |
DEF 14A 1 d285571ddef14a.htm DEF 14A Table of Contents 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the a |
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| March 30, 2022 |
424B3 1 d424380d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 VIVID SEATS INC. 183,767,173 SHARES OF CLASS A COMMON STOCK 45,686,457 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 58,652,567 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the resale from time to time of (i) an aggregate of 59,567,173 shares of Class A |
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| March 18, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. |
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| March 15, 2022 |
Jurisdiction of Incorporation or Organization Exhibit 21.1 Subsidiary Jurisdiction of Incorporation or Organization CM6B Vivid Equity, Inc. Delaware CM6C Vivid Equity, Inc. Delaware CM7B VS Equity, LLC Delaware CM7C VS Equity, LLC Delaware Hoya Intermediate, LLC Delaware Hoya Midco, LLC Delaware Vivid Seats LLC Delaware ActCo LLC Delaware Active Ticket Company LP Delaware Vivid Hospitality LLC Illinois World Ticket Source, LLC Delaware Skybox |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K 'ats7i UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 r 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, 2021 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: 001-40926 Vivid Seats Inc. |
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| March 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-260839 Prospectus Supplement No. 1 (To Prospectus dated December 30, 2021) VIVID SEATS INC. This prospectus supplement updates, amends and supplements the prospectus dated December 30, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-260839). Capitalized terms used in this pro |
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| March 15, 2022 |
Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following summary of the material terms of our capital stock is not intended to be a complete summary of the rights and preferences of such securities. The full text of the Amended and Restated Charter and Amended and Restated Bylaws are included as exhibits to the registration statement of which this prospectus forms a part. You are encouraged to read |
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| March 15, 2022 |
Specimen Warrant Certificate of Vivid Seats Inc. Exhibit 4.3 The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [] Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of August 25, 2020 (the ?Warrant Agreement?), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corpora |
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| March 15, 2022 |
As filed with the Securities and Exchange Commission on March 15, 2022 As filed with the Securities and Exchange Commission on March 15, 2022 Registration No. |
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| March 15, 2022 |
Specimen Class A Common Stock Certificate of Vivid Seats Inc. Exhibit 4.2 |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 10, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 10, 2022 |
Exhibit 99.1 Vivid Seats Tops Marketplace GOV Records Again & Reports 2021 Results Full Year 2021 Marketplace GOV of $2.4 billion and Revenues of $443 million CHICAGO, IL ? March 10, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats?, ?we? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds |
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| March 4, 2022 |
US92854T1007 / Vivid Seats Inc / Delaware Life Holdings Manager, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 Vivid Seats Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Titles of Class of Securities) 92854T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| March 4, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement (this ?Agreement?) is made and entered into as of this 4th day of March 2022, by and among Vivid Public Holdings, LLC, DLHPII Public Investments, LLC, DLHPII Investment Holdings, LLC, Delaware Life Holdings Parent II, LLC, Delaware Life Holdings Manager, LLC and Mark R. Walter. The parties to this Agreement hereby acknowledge and agre |
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| February 14, 2022 |
US92854T1007 / Vivid Seats Inc / Hoya Topco, LLC - SC 13G Passive Investment SC 13G 1 d252422dsc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Vivid Seats Inc. (Name of Issuer) Class A common stock (Title of Class of Securi |
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| February 14, 2022 |
CUSIP No. 92854T100 Schedule 13G Page 13 of 15 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and a |
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| February 10, 2022 |
US92854T1007 / Vivid Seats Inc / Eldridge Industries, LLC - SC 13G Passive Investment SC 13G 1 tm225966d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Vivid Seats, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 92854T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Desi |
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| February 10, 2022 |
US92854T1007 / Vivid Seats Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Vivid Seats Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 92854T100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) |
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| February 7, 2022 |
Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 4, dated as of February 3, 2022 (this ?Amendment?), by and among Hoya Midco, LLC (the ?Borrower?), Hoya Intermediate, LLC (?Holdings?), the other Loan Parties listed on the signature pages hereto, each of the Lenders, each Incremental Revolving Lender (as defined below), Barclays Bank PLC, as the New Lender |
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| February 7, 2022 |
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): February 03, 2022 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 7, 2022 |
Vivid Seats Announces Successful Completion of Debt Refinancing Exhibit 99.1 Vivid Seats Announces Successful Completion of Debt Refinancing Chicago, IL ? February 3, 2022 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced the successful completion of the re |
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| January 28, 2022 |
US92854T1007 / Vivid Seats Inc / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vivid Seats Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 92854T100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| December 30, 2021 |
424B3 1 d221886d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-260839 VIVID SEATS INC. 187,267,173 SHARES OF CLASS A COMMON STOCK 45,686,457 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 58,652,569 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS This prospectus relates to the resale from time to time of (i) an aggregate of 63,067,173 shares of Class A common sto |
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| December 29, 2021 |
Vivid Seats Inc. 111 N. Canal Street Suite 800 Chicago, Illinois 60606 CORRESP 1 filename1.htm Vivid Seats Inc. 111 N. Canal Street Suite 800 Chicago, Illinois 60606 December 29, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Vivid Seats Inc. Registration Statement on Form S-1 Filed November 5, 2021 File No. 333-260839 To whom it may concern: Pursuant to Rule 461(a) und |
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| December 23, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on December 23, 2021 Registration No. |
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| December 22, 2021 |
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 21, 2021 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| December 22, 2021 |
Lease dated December 21, 2021 between Vivid Seats, LLC and BSREP II SS Chicago LLC EX-10.1 2 seat-ex101.htm EX-10.1 Exhibit 10.1 OFFICE LEASE by and between BSREP II SS CHICAGO LLC, as Landlord, and VIVID SEATS LLC, as Tenant 24 East Washington Street Chicago, Illinois 1. BASIC LEASE PROVISIONS.......................................................................................................................... 1 A. Landlord: BSREP II SS CHICAGO LLC........................... |
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| December 13, 2021 |
Vivid Seats Announces Acquisition of Betcha Sports EX-99.1 2 seat-ex991.htm EX-99.1 Exhibit 99.1 Vivid Seats Announces Acquisition of Betcha Sports CHICAGO, IL – December 13, 2021 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or the “Company”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced it has complet |
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| December 13, 2021 |
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): December 13, 2021 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 15, 2021 Vivid Seats Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40926 86-3355184 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 15, 2021 |
Exhibit 99.1 Vivid Seats Announces Record Third Quarter 2021 Results Third Quarter 2021 Revenues of $140 million and Marketplace GOV of $713 million CHICAGO, IL ? November 15, 2021 ? Vivid Seats Inc. (NASDAQ: SEAT) (?Vivid Seats?, "we" or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of tho |
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| November 15, 2021 |
Exhibit 2.3 The Companies Act (As Revised) of the Cayman Islands Plan of Merger This plan of merger (the "Plan of Merger") is made on October 18, 2021 between Vivid Seats Inc. (the "Surviving Company") and Horizon Acquisition Corporation (the "Merging Company"). Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of P |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 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: 001-40926 Vivid Seats Inc. |
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| November 5, 2021 |
As filed with the Securities and Exchange Commission on November 5, 2021 S-1 1 d221886ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on November 5, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 7990 86-3355184 (State or other jurisdiction |
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| October 25, 2021 |
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) October 25, 2021 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File N |
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| October 25, 2021 |
Exhibit 99.1 Vivid Seats Updates 2021 Financial Guidance Files 8-K with the U.S. Securities and Exchange Commission October 25, 2021 09:00 ET | Source: Vivid Seats LLC CHICAGO, Oct. 25, 2021 (GLOBE NEWSWIRE) ? Vivid Seats Inc. (?Vivid Seats? or the ?Company?), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds |
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| October 22, 2021 |
$10.00 Exercise Warrant Agreement. EX-10.8 11 d216055dex108.htm EX-10.8 Exhibit 10.8 PRIVATE WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 15, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated October 15, 2021, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New |
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| October 22, 2021 |
$15.00 Exercise Warrant Agreement. Exhibit 10.9 PRIVATE WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 15, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 15, 2021, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, |
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| October 22, 2021 |
EX-3.1 2 d216055dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIVID SEATS INC. Stanley Chia, being the Chief Executive Officer of Vivid Seats Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: FIRST: The present name of the Corporation is |
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| October 22, 2021 |
EX-10.6 9 d216055dex106.htm EX-10.6 Exhibit 10.6 [Execution Version] PRIVATE WARRANT AGREEMENT Dated October 18, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Vivid Seats Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pursuant to this Agreement |
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| October 22, 2021 |
Amended and Restated Registration Rights Agreement. EX-10.2 5 d216055dex102.htm EX-10.2 Exhibit 10.2 [Final Form] AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2021, is made and entered into by and among Vivid Seats, Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Topco”), and Horizon Sponsor |
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| October 22, 2021 |
EX-10.1 4 d216055dex101.htm EX-10.1 Exhibit 10.1 FINAL STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”) is made as of October 18, 2021, by and among: (i) Vivid Seats Inc., a Delaware corporation (the “Company”); (ii) Hoya Topco, LLC, a Delaware limited liability company (“Topco”); and (iii) Horizon Sponsor, LLC, a Delaware limited liability company (“Horizon” and, together w |
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| October 22, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is provided to assist you in your analysis of the financial aspects of the business combination and PIPE Subscription (as defined below) (collectively, the ?Transactions?). The unaudited pro forma condensed combined financial information |
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| October 22, 2021 |
Second Amended and Restated Limited Liability Company Agreement of Hoya Intermediate, LLC. EX-10.4 7 d216055dex104.htm EX-10.4 Exhibit 10.4 [Final] HOYA INTERMEDIATE, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 18, 2021 THE UNITS ISSUED PURSUANT TO THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS |
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| October 22, 2021 |
Amended and Restated Warrant Agreement. EX-10.7 10 d216055dex107.htm EX-10.7 Exhibit 10.7 AMENDED AND RESTATED WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 14, 2021 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated October 14, 2021, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Sto |
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| October 22, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIVID SEATS EX-99.2 15 d216055dex992.htm EX-99.2 Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIVID SEATS Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of Hoya Intermediate, LLC and its subsidiaries (collectively, “Vivid Seats”) prior to the business combination with Hor |
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| October 22, 2021 |
Exhibit 3.2 [FINAL] AMENDED AND RESTATED BYLAWS OF VIVID SEATS INC. A Delaware corporation (Adopted as of October 18, 2021) ARTICLE I. OFFICES Section 1.01 Offices. Vivid Seats Inc. (the ?Corporation?) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the ?Board of Di |
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| October 22, 2021 |
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) October 18, 2021 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 001-40926 86-3355184 (State or other jurisdiction of incorporation) (Commission File N |
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| October 22, 2021 |
$15.00 Intermediate Warrant Agreement. EX-10.11 14 d216055dex1011.htm EX-10.11 Exhibit 10.11 Execution Version PRIVATE WARRANT AGREEMENT Dated October 18, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pur |
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| October 22, 2021 |
EX-10.3 6 d216055dex103.htm EX-10.3 Exhibit 10.3 TAX RECEIVABLE AGREEMENT by and among VIVID SEATS INC. HOYA INTERMEDIATE, LLC GTCR MANAGEMENT XI, LLC, as TRA HOLDER REPRESENTATIVE, HOYA TOPCO, LLC, the several BLOCKER TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS (as defined herein) FROM TIME TO TIME PARTY HERETO Dated as of October 18, 2021 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 |
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| October 22, 2021 |
Form of Indemnification Agreement. EX-10.5 8 d216055dex105.htm EX-10.5 Exhibit 10.5 VIVID SEATS INC. INDEMNIFICATION AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of October , 2021 by and between Vivid Seats Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors or an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previo |
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| October 22, 2021 |
$10.00 Intermediate Warrant Agreement. EX-10.10 13 d216055dex1010.htm EX-10.10 Exhibit 10.10 Execution Version PRIVATE WARRANT AGREEMENT Dated October 18, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pur |
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| October 18, 2021 |
Amended and Restated Bylaws of the Company. Exhibit 4.2 [FINAL] AMENDED AND RESTATED BYLAWS OF VIVID SEATS INC. A Delaware corporation (Adopted as of October 18, 2021) ARTICLE I. OFFICES Section 1.01 Offices. Vivid Seats Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Di |
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| October 18, 2021 |
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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vivid Seats Inc. (Exact name of registrant as specified in its charter) Delaware 86-3355184 (State of incorporation or organization) (I.R.S. Employer Identification No.) 111 N. Canal Street Suite |
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| October 18, 2021 |
As filed with the Securities and Exchange Commission on October 18, 2021 As filed with the Securities and Exchange Commission on October 18, 2021 Registration No. |
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| October 18, 2021 |
EXHIBIT 99.2 VIVID SEATS INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify a |
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| October 18, 2021 |
Exhibit 99.3 VIVID SEATS, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Vivid Seats, Inc. (the ?Company?). The Company has granted to the participant listed below |
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| October 18, 2021 |
Exhibit 99.4 VIVID SEATS, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Vivid Seats, Inc. (the “Company”). The Company has granted to the participant listed below |
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| October 18, 2021 |
Exhibit 99.5 VIVID SEATS, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2021 Incentive Award Plan (as amended from time to time, the ?Plan?) of Vivid Seats, Inc. (the ?Company?). The Company has granted to the participant listed below (?Participant?) t |
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| October 18, 2021 |
Exhibit 99.1 VIVID SEATS INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.. ARTICLE II. ELIGIBILITY S |
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| October 18, 2021 |
Amended and Restated Certificate of Incorporation of the Company. Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIVID SEATS INC. Stanley Chia, being the Chief Executive Officer of Vivid Seats Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY as follows: FIRST: The present name of the Corporation is Vivid Seats Inc. The Corporation |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 15, 2021 |
Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. Filed by Vivid Seats Inc. 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: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. NEW YORK, New York -October 15, 2021- Horizon Acquisition Corporati |
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| October 15, 2021 |
Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. EX-99.1 2 tm2129776d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Horizon Acquisition Corp. Shareholders Approve Business Combination with Vivid Seats Inc. NEW YORK, New York -October 15, 2021- Horizon Acquisition Corporation (NYSE:HZAC) (“Horizon”), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting on October 14, 2021, its shareholders voted t |
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| October 14, 2021 |
Horizon Acquisition Corp. Announces PIPE Investment by DraftKings Exhibit 99.1 Horizon Acquisition Corp. Announces PIPE Investment by DraftKings NEW YORK, New York – October 14, 2021 – Horizon Acquisition Corp. (NYSE: HZAC) (“Horizon” or the “Company”) announced today that Eldridge Industries, LLC (“Eldridge”), an affiliate of Horizon’s sponsor, Horizon Sponsor, LLC, has entered into an agreement with DraftKings (NASDAQ: DKNG) to make a private placement PIPE in |
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| October 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 14, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 14, 2021 |
Horizon Acquisition Corp. Announces PIPE Investment by DraftKings Filed by Vivid Seats Inc. 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: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corp. Announces PIPE Investment by DraftKings NEW YORK, New York ? October 14, 2021 ? Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? o |
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| October 8, 2021 |
Exhibit 99.1 Horizon Acquisition Corp. Announces Delisting of its Securities Effective and Conditional Upon Consummation of its Pending Business Combination with Vivid Seats Inc. Business Combination remains subject to satisfaction of customary closing conditions, including approval of Horizon shareholders New York, New York, October 8, 2021?Horizon Acquisition Corp. (NYSE: HZAC) (?Horizon? or the |
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| October 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 8, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 7, 2021 |
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): October 7, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of incorporatio |
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| September 24, 2021 |
425 1 tm2128433d1425.htm 425 Filed by Vivid Seats Inc. 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: Horizon Acquisition Corporation Commission File No.: 001-39465 Horizon Acquisition Corporation and Vivid Seats Announce Effectiveness of Registration Statement in Connection with Proposed Bus |
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| September 24, 2021 |
424B3 1 d447259d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-256575 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND SPECIAL MEETING OF PUBLIC WARRANT HOLDERS OF HORIZON ACQUISITION CORPORATION PROSPECTUS FOR 54,448,433 SHARES OF CLASS A COMMON STOCK 18,132,811 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND 18,132,811 SHARES |
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| September 23, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 23, 2021 Registration No. |
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| September 21, 2021 |
As filed with the Securities and Exchange Commission on September 21, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 21, 2021 Registration No. |
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| September 21, 2021 |
VIVID SEATS INC. 111 N. Canal Street Suite 800 Chicago, Illinois 60606 VIVID SEATS INC. 111 N. Canal Street Suite 800 Chicago, Illinois 60606 September 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Nasreen Mohammed Re: Vivid Seats Inc. Registration Statement on Form S-4, originally filed May 28, 2021 File No. 333-256575 Ladies and Gentlemen: Vivid Seats Inc. (the ?Registrant?) h |
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| September 15, 2021 |
Vivid Seats to Participate in Goldman Sachs 30th Annual Communicopia Conference Filed by Vivid Seats Inc. 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: Horizon Acquisition Corporation Commission File No.: 001-39465 Vivid Seats to Participate in Goldman Sachs 30th Annual Communicopia Conference CHICAGO, IL – September 15, 2021 – Vivid Seats Inc. (“Vivid Seats” or the “Co |
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| September 9, 2021 |
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): September 9, 2021 HORIZON ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39465 98-1545465 (State or other jurisdiction of in |
