Item 5.07. Submission of Matters to a Vote of Security Holders.

The terms "the Company," "we," "our" or "SEAH" and similar or derivative terms in this Current Report on Form 8-K refer to Sports Entertainment Acquisition Corp., except where the context otherwise requires.

On January 26, 2022, SEAH held a special meeting of shareholders (the "Special Meeting"). At the Special Meeting, a total of 35,166,723 (62.52%) of the Company's issued and outstanding shares of common stock held of record as of December 30, 2021, were present either in person or by proxy, which constituted a quorum. The shareholders voted on the following proposals at the Special Meeting, each of which was described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on January 13, 2022.





    1.   Business Combination Proposal. To consider and vote upon a proposal to
         approve the business combination agreement, dated as of April 23, 2021
         (the "Business Combination Agreement"), by and among SEAH, SGHC Limited,
         a non-cellular company limited by shares incorporated under the laws of
         the Island of Guernsey, Super Group (SGHC) Limited, a non-cellular
         company limited by shares incorporated under the laws of the Island of
         Guernsey, Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and
         a wholly-owned subsidiary of Super Group (SGHC) Limited, and Sports
         Entertainment Acquisition Holdings LLC, a Delaware limited liability
         company, and the transactions contemplated thereby, pursuant to which
         Super Group (SGHC) Merger Sub, Inc. will merge with and into SEAH, with
         SEAH surviving the merger as a wholly owned subsidiary of Super Group
         (SGHC) Limited. (such proposal, the "Business Combination Proposal"). The
         Business Combination Proposal was approved. The final voting tabulation
         for this proposal was as follows:




   FOR       AGAINST   ABSTAIN
34,579,356   586,259    1,108




    2.   Equity Incentive Plan Proposal. To consider and vote upon a proposal to
         approve the 2021 Equity Incentive Plan (such proposal, the "Equity
         Incentive Plan Proposal"). The Equity Incentive Plan Proposal was
         approved. The final voting tabulation for this proposal was as follows:




   FOR        AGAINST    ABSTAIN
26,532,722   7,754,538   879,463




    3.   Employee Stock Purchase Plan Proposal. To consider and vote upon a
         proposal to approve the 2021 Employee Stock Purchase Plan (such proposal,
         the "Employee Stock Purchase Plan Proposal"). The Employee Stock Purchase
         Plan Proposal was approved. The final voting tabulation for this proposal
         was as follows:




   FOR       AGAINST   ABSTAIN
33,323,891   961,964   880,868

Item 8.01 Other Events

A total of 24,774,309 shares of Class A common stock of SEAH were presented for redemption in connection with the Special Meeting. As a result, there will be approximately $202.4 million remaining in the trust account following redemptions.

The Business Combination Agreement provides that the obligations of SGHC Limited, Super Group (SGHC) Limited and Super Group (SGHC) Merger Sub, Inc. to consummate the transactions contemplated by the Business Combination Agreement are conditioned on, among other things, a requirement that the amount of cash available in SEAH's trust account following the Special Meeting, after deducting the amounts payable, if any, to public

--------------------------------------------------------------------------------

stockholders pursuant to the SEAH stockholder redemption right is equal to or greater than $300,000,000 (the "Minimum Available SEAH Cash Amount"). SGHC Limited, Super Group (SGHC) Limited and Super Group (SGHC) Merger Sub, Inc. have agreed to waive the failure to satisfy this Minimum Available SEAH Cash Amount condition.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

99.1          Press release, dated January 26, 2022

104         Cover page Interactive data file (embedded with in the inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses