View:
United States securities and exchange commission logo
August 31, 2021
Stanley Chia
Chief Executive Officer
Vivid Seats Inc.
111 N. Canal Street
Suite 800
Chicago, Illinois 60606
Re: Vivid Seats Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed August 16,
2021
File No. 333-256575
Dear Mr. Chia:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
27, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Background of the Business Combination, page 105
1. We note your revisions
in response to our prior comment two. Please further revise to
disclose the reason why
you did not pursue the business combination with each of the
potential targets
despite extensive due diligence and substantial efforts. Please address
this in detail for the
potential target which made the $25 million payment to you.
Interests of Certain Persons in the Business Combination, page 121
2. Here, and elsewhere in
your filing as applicable, please quantify the maximum amount of
the Special Dividend
that the Sponsor could receive, assuming maximum redemptions.
Stanley Chia
FirstName
Vivid SeatsLastNameStanley Chia
Inc.
Comapany
August 31, NameVivid
2021 Seats Inc.
August
Page 2 31, 2021 Page 2
FirstName LastName
U.S. Federal Income Tax Considerations
Effects of Section 367(b) to U.S. Holders, page 126
3. We note your revisions in response to our prior comment 10. Based on
your disclosure at
the bottom of page 129, and the language in Exhibit 8.1, it appears
that counsel has scoped
out the discussion under the heading "Effects of Section 367(b) to
U.S. Holders" from its
opinion. Please revise to provide an opinion of counsel on the
information in this section,
specifically related to "C. U.S. Holders that Own Public Shares with a
Fair Market Value
of Less Than $50,000" and "D. Tax Consequences for U.S. Holders of
Horizon IPO Public
Warrants" as you represent that the transactions described in these
sections should not be
taxable. Please similarly provide an opinion of counsel under "Effects
to U.S. Holders of
the Payment and Special Dividend," and revise to clarify the effects
to U.S. holders, as it
currently speaks to non-U.S. Holders. If counsel cannot give a firm
opinion, counsel may
issue a "should" or "more likely than not" opinion to make clear that
the opinion is subject
to a degree of uncertainty. Please ensure that the disclosure includes
the information
specified in Section II.C.4. Please also revise the short-form tax
opinion filed as Exhibit
8.1.
Proposal No. 9 - The Articles Amendment Proposal
Reasons for the Articles Amendment Proposal, page 159
4. Please tell us what the proposed language "and only in connection with
[a business
combination's] consummation means in the context of the articles
amendment. Please
also revise the proposed language to clarify or include a description
of what exactly the
chosen language purports to accomplish, including when the shares
would be considered
to be redeemed and when holders would receive payment of the per-Share
redemption
price, and how such language changes the operation of the original
language in this
section of the articles. Please also revise to disclose the per-Share
redemption price
calculated as of a recent date.
General
5. Please provide an analysis explaining how you believe Proposals 9 and
10 comply with
NYSE Rule 102.06, which requires that the IPO proceeds be held in a
trust account until
consummation of a business combination.
6. We note your intention, if Proposals 9 and 10 are approved, to settle
redemptions with the
funds currently held in the Trust Account on or prior to the closing
of the business
combination. Please tell us, and revise your disclosure to clarify,
what will happen if the
business combination ultimately does not close, but Horizon has
already redeemed
shares. In this regard, we note your disclosure in your letter to
stockholders that if the
business combination is not completed, the shares will not be redeemed
for cash, yet
Proposals 9 and 10 suggest some redeeming stockholders may have
already received cash
for their shares.
Stanley Chia
Vivid Seats Inc.
August 31, 2021
Page 3
Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at
202-551-3442 with any
questions.
Sincerely,
FirstName LastNameStanley Chia
Division of
Corporation Finance
Comapany NameVivid Seats Inc.
Office of Trade &
Services
August 31, 2021 Page 3
cc: Cathy A. Birkeland
FirstName LastName