Attached files
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| EX-23.1 - EXHIBIT 23.1 - SportsTek Acquisition Corp. | nt10017953x7_ex23-1.htm |
As filed with the Securities and Exchange Commission on February 16, 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
SportsTek Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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6770
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85-4265519
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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2200 S. Utica Place
Suite 450
Tulsa, OK 74114
Telephone: (918) 957-1086
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy W. Clark
Chief Financial Officer and Chief Operating Officer
SportsTek Acquisition Corp.
2200 S. Utica Place
Suite 450
Tulsa, OK 74114
Telephone: (918) 957-1086
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Charles H. Baker, Esq.
Jeeho M. Lee, Esq.
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, New York 10036
(212) 326-2000
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Jonathan Ko, Esq.
Paul Hastings LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, California 90071
(213) 683-6000
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☒ 333-252604
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security Being Registered
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Amount Being
Registered
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Proposed Maximum
Offering Price per
Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee
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Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2)(3)
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2,875,000 Units
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$10.00
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$28,750,000
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$3,137
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Shares of Class A common stock included as part of the units(4)
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2,875,000 Shares
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—
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—
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—(5)
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Redeemable warrants included as part of the units(4)
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1,437,500 Warrants
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—
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—
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—(5)
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Total
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$28,750,000
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$3,137(6)
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form
S-1 (File No. 333-252604).
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(3)
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Includes 375,000 units, consisting of 375,000 shares of Class A common stock and 187,500 redeemable warrants, which may be issued upon exercise of a 45-day
option granted to the underwriters to cover over-allotments, if any.
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(4)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
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(5)
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No fee pursuant to Rule 457(g) under the Securities Act.
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(6)
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The Registrant previously registered securities having a proposed maximum aggregate offering price of $143,750,000 on its Registration Statement on Form S-1, as amended (File No.
333-252604), which was declared effective by the Securities and Exchange Commission on February 16, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price
of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act
of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed by SportsTek Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252604) (the “Prior Registration Statement”), initially filed by the Registrant on
February 1, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 16, 2021. This Registration Statement covers the registration of an additional 2,875,000 of the Registrant’s units, each consisting of
one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required
opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this
Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as
soon as practicable (but no later than the close of business as of February 17, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm
receipt of such instructions by its bank during regular business hours no later than February 17, 2021.
PART II
Information Not Required in Prospectus
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Item 16.
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Exhibits
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The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrant’s Registration Statement on Form S-1, as
amended (File No. 333-252604), are incorporated by reference into, and shall be deemed to be a part of, this filing.
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Exhibit
No.
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Document
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Opinion of O’Melveny & Myers LLP (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement on February 9, 2021).
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Consent of WithumSmith+Brown, PC, independent registered accounting firm.
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Consent of O’Melveny & Myers LLP (included in Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 16th day of February, 2021.
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SportsTek Acquisition Corp.
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By:
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/s/ Jeffrey Luhnow
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Jeffrey Luhnow
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Chair and Co-Chief Executive Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeffrey Luhnow
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Chair
Co-Chief Executive Officer
(Principal Executive Officer)
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February 16, 2021
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Jeffrey Luhnow
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/s/ C. Tavo Hellmund
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Co-Chief Executive Officer
(Principal Executive Officer)
Director
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February 16, 2021
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C. Tavo Hellmund
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/s/ Timothy W. Clark
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Chief Financial Officer
(Principal Financial and Accounting Officer)
Chief Operating Officer
Director
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February 16, 2021
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Timothy W. Clark
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