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 this prospectus supplement have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on August 8, 2023, which is set forth below.

This prospectus supplement is incomplete without the Prospectus. This prospectus supplement should be read together with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Keep this prospectus supplement with the Prospectus for future reference.

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “SEAT.” On August 7, 2023, the closing sale price of our Class A common stock was $7.64 per share. Our Vivid Seats Public IPO Warrants are listed on the Nasdaq Global Select Market under the symbol “SEATW.” On August 7, 2023, the closing sale price of our Vivid Seats Public IPO Warrants was $2.01 per warrant.

Investing in our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 6 of the Prospectus and under similar headings in the amendments and supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 8, 2023.

 

 

 

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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.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	86-3355184
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
24 E. Washington Street Suite 900 Chicago, Illinois	60602
(Address of principal executive offices)	(Zip Code)

(312) 291-9966

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SEAT		The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock		SEATW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
Emerging growth company		☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2023, the registrant had outstanding 96,384,194 shares of Class A common stock, $0.0001 par value per share, net of treasury shares, and 99,800,000 shares of Class B common stock, $0.0001 par value per share.

 

 

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table of contents

 

		Page
	Forward-Looking Statements	1
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Deficit	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures		41

 

 

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forward-looking statements

 

This Quarterly Report on Form 10-Q (this "Report") contains forward-looking statements regarding future events and the future results of Vivid Seats Inc. that are based on our current expectations, estimates, forecasts and projections about our business and the industries in which we operate and the beliefs and assumptions of our management. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Words such as “expect,” “anticipate,” “target,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “likely,” “may,” “designed,” “would,” “future,” “can,” and “could,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements.

For example, we may use forward-looking statements when addressing topics such as:

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those anticipated in any forward-looking statements. You are cautioned not to place undue reliance

1

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on these forward-looking statements, which speak only as of the date of this Report or, in the case of statements incorporated herein by reference, as of the date of the incorporated document. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

Important factors that could cause or contribute to such differences include, but are not limited to, those discussed under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report and our 2022 Form 10-K, as well as in our press releases and other filings with the SEC.

Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained in this Report, whether as a result of new information, future events, or otherwise.

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VIVID SEATS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data) (Unaudited)

 

 

		June 30,				December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	306,202			$	251,542
Restricted cash			672				748
Accounts receivable – net			46,301				36,531
Inventory – net			28,010				12,783
Prepaid expenses and other current assets			46,608				29,912
Total current assets			427,793				331,516
Property and equipment – net			10,356				10,431
Right-of-use assets – net			7,564				7,859
Intangible assets – net			82,031				81,976
Goodwill			715,258				715,258
Deferred tax assets			79,275				1,853
Other non-current assets			2,407				2,538
Total assets		$	1,324,684			$	1,151,431
Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable		$	204,217			$	161,312
Accrued expenses and other current liabilities			192,038				181,970
Deferred revenue			30,070				31,983
Current maturities of long-term debt			2,750				2,750
Total current liabilities			429,075				378,015
Long-term debt – net			263,873				264,898
Long-term lease liabilities			14,808				14,911
Tax Receivable Agreement liability			98,977				—
Other non-current liabilities			20,868				13,445
Total long-term liabilities			398,526				293,254
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests			790,416				862,860
Shareholders' deficit
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 101,611,805 and 82,410,774 issued and outstanding at June 30, 2023 and December 31, 2022, respectively			11				8
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 99,800,000 and 118,200,000 issued and outstanding at June 30, 2023 and December 31, 2022, respectively			10				12
Additional paid-in capital			717,990				663,908
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at June 30, 2023 and December 31, 2022, respectively			(40,106	)			(32,494	)
Accumulated deficit			(971,238	)			(1,014,132	)
Total Shareholders' deficit			(293,333	)			(382,698	)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit		$	1,324,684			$	1,151,431

The accompanying notes are an integral part of these financial statements.

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share data) (Unaudited)

 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Revenues		$	165,380			$	147,694			$	326,443			$	278,466
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)			42,616				32,422				80,376				64,586
Marketing and selling			65,192				59,412				119,964				113,640
General and administrative			38,307				36,207				70,696				65,482
Depreciation and amortization			2,704				1,726				5,302				3,111
Change in fair value of contingent consideration			(1,052	)			—				(1,018	)			—
Income from operations			17,613				17,927				51,123				31,647
Other (income) expense:
Interest expense – net			2,772				2,699				6,052				6,641
Loss on extinguishment of debt			—				—				—				4,285
Other (income) expense			1,000				(8,832	)			673				(6,553	)
Income before income taxes			13,841				24,060				44,398				27,274
Income tax expense (benefit)			(24,485	)			—				(24,200	)			76
Net income			38,326				24,060				68,598				27,198
Net income attributable to redeemable noncontrolling interests			7,614				14,405				25,704				16,284
Net income attributable to Class A Common Stockholders		$	30,712			$	9,655			$	42,894			$	10,914
Net income per Class A common stock:
Basic		$	0.36			$	0.12			$	0.53			$	0.14
Diluted		$	0.20			$	0.12			$	0.35			$	0.14
Weighted average Class A common stock outstanding:
Basic			85,269,196				79,256,354				81,319,369				79,204,430
Diluted			196,377,470				79,259,017				196,128,259				79,737,582

The accompanying notes are an integral part of these financial statements.

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) (Unaudited)

 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Net income		$	38,326			$	24,060			$	68,598			$	27,198
Other comprehensive income:
Comprehensive income, net of taxes		$	38,326			$	24,060			$	68,598			$	27,198
Comprehensive income attributable to redeemable noncontrolling interests			7,614				14,405				25,704				16,284
Comprehensive income attributable to Class A Common Stockholders		$	30,712			$	9,655			$	42,894			$	10,914

The accompanying notes are an integral part of these financial statements.

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands, except for share data) (Unaudited)
 

 

						Class A Common Stock								Class B Common Stock												Treasury Stock
		Redeemable noncontrolling interests				Shares				Amount				Shares				Amount				Additional paid-in capital				Shares				Amount				Accumulated deficit				Total shareholders' deficit
Balances at January 1, 2022		$	1,286,016				79,091,871			$	8				118,200,000			$	12			$	182,091				—			$	—			$	(1,042,794	)		$	(860,683	)
Net income			1,879				—				—				—				—				—				—				—				1,259				1,259
Issuance of shares			—				75,072				—				—				—				—				—				—				—				—
Deemed contribution from former parent			691				—				—				—				—				463				—				—				—				463
Equity-based compensation			—				—				—				—				—				2,443				—				—				—				2,443
Subsequent remeasurement of Redeemable noncontrolling interests			18,706				—				—				—				—				(18,706	)			—				—				—				(18,706	)
Balances at March 31, 2022		$	1,307,292				79,166,943			$	8				118,200,000			$	12			$	166,291				—			$	—			$	(1,041,535	)		$	(875,224	)
Net income			14,405				—				—				—				—				—				—				—				9,655				9,655
Issuance of shares			—				74,089				—				—				—				—				—				—				—				—
Deemed contribution from former parent			699				—				—				—				—				468				—				—				—				468
Equity-based compensation			—				—				—				—				—				4,145				—				—				—				4,145
Distributions to non-controlling interest			—				—				—				—				—				(4,108	)			—				—				—				(4,108	)
Subsequent remeasurement of Redeemable noncontrolling interests			(439,442	)			—				—				—				—				439,442				—				—				—				439,442
Balances at June 30, 2022		$	882,954				79,241,032			$	8				118,200,000			$	12			$	606,238				—			$	—			$	(1,031,880	)		$	(425,622	)

 

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands, except for share data) (Unaudited)
 

						Class A Common Stock								Class B Common Stock												Treasury Stock
		Redeemable noncontrolling interests				Shares				Amount				Shares				Amount				Additional paid-in capital				Shares				Amount				Accumulated deficit				Total shareholders' deficit
Balances at January 1, 2023		$	862,860				82,410,774			$	8				118,200,000			$	12			$	663,908				(4,342,477	)		$	(32,494	)		$	(1,014,132	)		$	(382,698	)
Net income			18,090				—				—				—				—				—				—				—				12,182				12,182
Issuance of shares			—				491,502				1				—				—				—				—				—				—				1
Deemed contribution from former parent			577				—				—				—				—				391				—				—				—				391
Equity-based compensation			—				—				—				—				—				4,615				—				—				—				4,615
Repurchases of common stock			—				—				—				—				—				—				(949,020	)			(7,612	)			—				(7,612	)
Distributions to non-controlling interest			(3,816	)			—				—				—				—				—				—				—				—				—
Subsequent remeasurement of Redeemable noncontrolling interests			24,155				—				—				—				—				(24,155	)			—				—				—				(24,155	)
Balances at March 31, 2023		$	901,866				82,902,276			$	9				118,200,000			$	12			$	644,759				(5,291,497	)		$	(40,106	)		$	(1,001,950	)		$	(397,276	)
Net income			7,614				—				—				—				—				—				—				—				30,712				30,712
Issuance of shares			—				309,529				—				—				—				—				—				—				—				—
Deemed contribution from former parent			544				—				—				—				—				431				—				—				—				431
Secondary Offering of Class A common stock			(145,064	)			18,400,000				2				(18,400,000	)			(2	)			145,064				—				—				—				145,064
Equity-based compensation			—				—				—				—				—				6,524				—				—				—				6,524
Distributions to non-controlling interest			(7,200	)			—			<