Pegasus Entrepreneurial Acquisition Europe B : Prospectus

(FL Entertainment N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of

the Netherlands, with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands)

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Listing and admission to trading of 408,982,609 Ordinary Shares and 13,916,660 Warrants on Euronext

Amsterdam

This prospectus (the "Prospectus") has been prepared in connection with the admission to listing and trading of all ordinary shares in the issued share capital of FL Entertainment N.V. (the "Company") with a nominal value €0.01 each (the "Ordinary Shares") and all public warrants (the "Warrants", and a holder of one or more Warrant(s), a "Warrant Holder") on Euronext in Amsterdam, a regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam"). The Company is listing 408,982,609 Ordinary Shares and 13,916,660 Warrants on Euronext Amsterdam (the "Listing").

On 10 December 2021, Pegasus Entrepreneurial Acquisition Company Europe B.V. ("Pegasus Entrepreneurs") listed on Euronext Amsterdam. Pegasus Entrepreneurs is a special purpose acquisition company that was incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) for the purpose of entering into a business combination with an operating business in Europe. Pegasus Entrepreneurs was established by Pegasus Acquisition Partners Holding B.V. ("Pegasus Acquisition Partners Holding") which is jointly controlled by Pierre Cuilleret, Diego De Giorgi and Jean Pierre Mustier; Tikehau Capital SCA (a French partnership limited by shares that is listed on Euronext Paris) through a subsidiary (together with Tikehau Capital SCA herein referred to as "Tikehau Capital"); Financière Agache SA through a subsidiary (together with Financière Agache SA herein referred to as "Financière Agache"); Diego De Giorgi; and Jean Pierre Mustier their affiliates and/or directors as sponsors (hereinafter together referred to as the "Sponsors").

On 10 May 2022, Pegasus Entrepreneurs, the Company and Financière Lov SAS ("Financière Lov") entered into a business combination agreement and on 22 June 2022 the same parties entered into an amendment and waiver to the business combination agreement (the amended business combination agreement is hereinafter referred to as the "Business Combination Agreement") relating to a business combination between Pegasus Entrepreneurs and the Company (the "Business Combination"). On 23 June 2022, Pegasus Entrepreneurs held an extraordinary general meeting (algemene vergadering) of shareholders in which the shareholders of Pegasus Entrepreneurs approved the Business Combination (the "Business Combination EGM"). Pursuant to the Business Combination Agreement, Pegasus Entrepreneurs entered into a notarial deed of merger with the Company on 30 June 2022 (the "Business Combination Date"). The merger between Pegasus Entrepreneurs and the Company became effective as from 00:00 Central European Summer Time ("CEST") on 1 July 2022 and Pegasus Entrepreneurs was the disappearing entity (the "Merger"). As a result of the Merger becoming effective, Pegasus Entrepreneurs' shareholders became shareholders of the Company.

Pursuant to the Merger, the Company acquired the contractual arrangement of the public warrants issued by Pegasus Entrepreneurs (the "Pegasus Public Warrants") and assumed the obligations thereunder under universal title upon completion of the Merger, and subsequently the holders of Pegasus Public Warrants became holders of the Warrants.

In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the "PIPE Investors") in a private investment in public equity transaction (the "PIPE Financing") in the aggregate amount of €229,230,000. In return for their investment, the PIPE Investors will receive a total of 22,923,000 newly issued Ordinary Shares on 5 July 2022 (the "Settlement Date").

On 10 December 2021 Pegasus Entrepreneurs entered into a forward purchase agreement with Tikehau Capital and Financière Agache (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, each of Tikehau Capital and Financière Agache have agreed to purchase from Pegasus Entrepreneurs up to 2,500,000 class A ordinary shares in Pegasus Entrepreneurs' capital (the "Pegasus Ordinary Shares") and up to 833,333 Pegasus Public Warrants, for an amount of up to €25,000,000 each (representing the number of Pegasus Ordinary Shares purchased under the Forward Purchase Agreement multiplied by €10.00), in a private placement that occurred simultaneously with the Business Combination. Since the Merger became effective on 1 July 2022 and Pegasus Entrepreneurs was the disappearing entity, Tikehau Capital and Financière Agache each subscribed for 2,500,000 newly issued Ordinary Shares in the Company's capital and 833,333 Warrants (together the "Forward Purchase Securities"), for an aggregate amount of €25,000,000 each. Tikehau Capital and Financière Agache received the Forward Purchase Securities on 1 July 2022.

On 10 May 2022, the Company entered into an investment agreement with Financière Lov and Stéphane Courbit, Lov

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Group Invest, Monte-Carlo SBM International S.à.r.l (''SBM International''), Dea Communications SA ("De Agostini"), F. Marc de Lacharrière ("Fimalac"), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SC), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financière Agache SA), Financière Agache (a Sponsor), Vivendi Content (''Vivendi"), Société d'Investissements et de Gestion - SIG 116 and Vivendi SE. On 22 June 2022 the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the "Investment Agreement"). Pursuant to the Investment Agreement, Financière Lov agreed to subscribe for and, on 30 June 2022 received in return for its investment, 13,520,565 newly issued Ordinary Shares, 13,520,565 newly issued Special Voting Shares A (as defined below) and 13,000,000 newly issued Earn-Out Preference Shares A (as defined below), 3,500,000 newly issued Earn-Out Preference Shares B (as defined below) and 3,500,000 newly issued Earn-Out Preference Shares C (as defined below), for an aggregate amount of €250,000,000. Further to the terms of the Investment Agreement, Financière Lov has received such shares in return for its investment on 30 June 2022.

Prior to the Listing, there has been no public market for the Ordinary Shares. Application has been made to list and admit all of the Ordinary Shares and Warrants to trading under the symbols "FLE" and "FLEW" respectively with international securities identification number ("ISIN") NL0015000X07 and NL0015000H56 respectively on Euronext Amsterdam. Subject to acceleration or extension of the timetable for, or withdrawal of, the Listing, trading, to the extent applicable on an "as-if-and-when-issued/delivered" basis, in the Ordinary Shares and trading in the Warrants on Euronext Amsterdam is expected to commence at 9:00 Central European Summer Time ("CEST") on or around 1 July 2022 (the "First Trading Date").

Each Warrant entitles the Warrant Holder to purchase one Ordinary Share at a price of €11.50, subject to adjustments as set out in the terms and conditions of the Warrants (the "Warrant T&Cs") and as described in this Prospectus, at any time commencing five business days after the Business Combination Date. The Warrants will expire upon the earlier of: five years after the Business Combination Date, their redemption by the Company or the liquidation of the Company. See "Description of Share Capital-The Warrants-Redemption" for more details on the Company's ability to redeem the Warrants.

Investing in any of the Ordinary Shares and Warrants involves risks. See "Risk Factors" for a description of the risk factors that should be carefully considered before investing in the Ordinary Shares and/or Warrants.

Subject to acceleration or extension of the timetable for or withdrawal of the Listing, delivery of the Ordinary Shares in exchange for the Pegasus Ordinary Shares ("Settlement") is expected to take place on or around the Settlement Date through the book-entry systems of the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) ("Euroclear Nederland"). No delivery of the Warrants in exchange for the Pegasus Public Warrants is required as a result of the Merger. Holders of Pegasus Public Warrants at the time of the Merger will automatically become holders of Warrants. If Settlement does not take place on the Settlement Date as planned or at all, the Listing may be withdrawn and transactions in the Ordinary Shares on Euronext Amsterdam may be annulled. Any transactions in Ordinary Shares and Pegasus Ordinary Shares prior to Settlement are at the sole risk of the parties concerned. The Company, ABN AMRO Bank N.V. as the Company's listing and paying agent (the "Listing and Paying Agent") and Euronext Amsterdam N.V. do not accept any responsibility or liability towards any person as a result of the withdrawal of the Listing or the (related) annulment of any transactions in Ordinary Shares. For more information regarding the conditions of the Listing and the consequences of any termination or withdrawal of the Listing, see "The Listing".

The Ordinary Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state in the United States of America (the "United States") and may not be offered or sold directly or indirectly in the United States absent such registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

This Prospectus constitutes a prospectus for the purposes of, and has been prepared in accordance with, Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (including any amendments and relevant delegated regulations) (the "Prospectus Regulation"). The Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"), as competent authority under the Prospectus Regulation. The AFM only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that is the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares and/or the Warrants.

This Prospectus is dated 1 July 2022

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TABLE OF CONTENTS
TABLE OF CONTENTS........................................................................................................................	1
PART I - SUMMARY ............................................................................................................................	1
PART II RISK FACTORS .....................................................................................................................	8
PART III IMPORTANT INFORMATION ..........................................................................................	69
PART IV BUSINESS COMBINATION..............................................................................................	79
PART V BUSINESS COMBINATION AGREEMENT AND ANCILLARY AGREEMENTS ......	102
PART VI DIVIDEND POLICY .........................................................................................................	124
PART VII CAPITALISATION AND INDEBTEDNESS .................................................................	126
PART VIII SELECTED FINANCIAL INFORMATION OF THE GROUP.....................................	130
PART IX OPERATING AND FINANCIAL REVIEW OF THE GROUP .......................................	136
PART X BUSINESS ..........................................................................................................................	172
Part XI CONTENT PRODUCTION & DISTRIBUTION BUSINESS..............................................	185
Part XII ONLINE SPORTS BETTING & GAMING BUSINESS.....................................................	221
PART XIII MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE ....................	240
PART XIV DESCRIPTION OF SHARE CAPITAL .........................................................................	268
PART XV SHAREHOLDER STRUCTURE AND RELATED PARTY TRANSACTIONS...........	300
PART XVI THE LISTING.................................................................................................................	307
PART XVII TAXATION ...................................................................................................................	311
PART XIII INDEPENDENT AUDITORS ........................................................................................	329
PART XIX GENERAL INFORMATION .........................................................................................	334
PART XX DEFINITIONS..................................................................................................................	335
PART XXI DIRECTORS, BUSINESS ADDRESS AND ADVISERS .............................................	353
ANNEX A COMBINED FINANCIAL STATEMENTS...................................................................	354

PART I - SUMMARY

Section A - Introduction and warnings

This summary should be read as an introduction to the prospectus (the "Prospectus"). Any decision to invest in the securities of FL Entertainment N.V. (the "Company") should be based on a consideration of the Prospectus as a whole by the investor. An investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

The Prospectus has been prepared in connection with the admission to listing and trading of all ordinary shares in the issued share capital of the Company with a nominal value of €0.01 each (the "Ordinary Shares") and all public warrants (the "Warrants") and a holder of one or more Warrant(s), a "Warrant Holder"). The Company is listing 408,982,609 Ordinary Shares and 13,916,660 Warrants on Euronext in Amsterdam (the "Listing").

The Ordinary Shares and Warrants have been issued by the Company, and its legal and commercial name at the date of the Prospectus is FL Entertainment N.V. and its LEI is 894500G73K46H93RF180. Trading, to the extent applicable on an "as-if-and-when-issued/delivered" basis, in the Ordinary Shares on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"), is expected to commence on or around 1 July 2022 (the "First Trading Date").

The international securities identification number ("ISIN") of the Ordinary Shares is NL0015000X07 and the ISIN of the Warrants is NL0015000H56. The Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"), as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (including any amendments and relevant delegated regulations) (the "Prospectus Regulation"). The AFM's address is Vijzelgracht 50, 1017 HS Amsterdam, the Netherlands. Its telephone number is [phone] and its website is www.afm.nl. The AFM approved the Prospectus on 1 July 2022.

Section B - Key Information on the Issuer

Who is the issuer of the securities?

Domicile and legal form The Company's legal and commercial name is FL Entertainment N.V. as of the date of the Prospectus. On 10 March 2022, the Company was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. At 00:00 Central European Summer Time ("CEST") on 1 July 2022, the Company converted into a public limited liability company (naamloze vennootschap) under the laws of the Netherlands and its name was changed to FL Entertainment N.V. The issuer of the Ordinary Shares and the Warrants is the Company, incorporated and domiciled in the Netherlands and operating under the laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands. The Company is domiciled in France and has its business address at 5, rue François 1er, 75008 Paris, France. The Company's telephone number is [phone] and its website is www.fl-entertainment.com. The Company is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 85742422 and registered under number 913 167 227 R.C.S. Paris and its LEI is 894500G73K46H93RF180.

Principal activities. The Company together with its subsidiaries (together, the "Group") is a global group, operating across a variety of platforms and geographies. The Group's business is divided between the content production and distribution business (of which the revenues represented approximately 78.8% of the total revenues of the Group for the year ended 31 December 2021) and the online sports betting and gaming business (of which the revenues represented approximately 21.1% of the total revenues of the Group for the year ended 31 December 2021). The Group operates its business associated with content production & distribution through Banijay Group Holding SAS, a French joint stock company (société par actions simplifiée) duly organised and existing under the laws of France, having its business address at 5 rue François 1er, 75008 Paris, France, registered under number 829 295 138 R.C.S. PARIS together with its subsidiaries (the "Banijay Group") and its business associated with online sports betting and gaming through Betclic Everest Group SAS, a French joint stock company (société par actions simplifiée) duly organised and existing under the laws of France, having its business address at 5 rue François 1er, 75008 Paris, France, registered under number 501 420 939 R.C.S Paris ("Betclic") together with its subsidiaries (the "Betclic Everest Group") and together with its subsidiaries but excluding Bet-at-home AG (''Bet-at-home'') (the "Betclic Group").

The Banijay Group is the world's leading independent producer and distributor of television programmes based on revenue for the year ended 31 December 2021. The Banijay Group creates, develops, sells, produces and distributes television formats and programmes, and digital content for a wide range of customers. The Banijay Group operates over 120 production companies, across 22 countries. The Banijay Group has a multi-genre catalogue boasting over 130,000 hours of original standout programming. It produces both scripted and non-scripted content across all genres, including reality shows, entertainment and talk shows, game shows, factual entertainment, documentary, drama and comedy. The

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Banijay Group has produced successful long-running programmes such as Survivor, Temptation Island, Peaky Blinders, Big Brother and MasterChef.

The Company believes that the Betclic Everest Group is the fastest growing online sports gaming platform in Europe in terms of revenue growth. The Betclic Everest Group aims to offer the most entertaining gaming experience on the market thanks to easy-to-use, interactive and innovative mobile apps. In its online sports betting offering, customers can find betting offers on more than 50 sports. The Betclic Everest Group's online gaming offering comprises casino, poker, games and virtual sports. Furthermore, Betclic has a controlling interest of 53.9% in Bet-at-home, an online gaming and sports betting company listed on the Frankfurt Stock Exchange that operates independently.

Business Combination. On 10 December 2021 Pegasus Entrepreneurial Acquisition Company Europe B.V. ("Pegasus Entrepreneurs"), a special purpose acquisition company which was incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) for the purpose of entering into a business combination with an operating business in Europe, listed on Euronext Amsterdam. Pegasus Entrepreneurs was established by Pegasus Acquisition Partners Holding B.V. ("Pegasus Acquisition Partners Holding") which is jointly controlled by Pierre Cuilleret, Diego De Giorgi and Jean Pierre Mustier; Tikehau Capital SCA (a French partnership limited by shares that is listed on Euronext Paris) through a subsidiary (together with Tikehau Capital SCA herein referred to as "Tikehau Capital"); Financière Agache SA through a subsidiary (together with Financière Agache SA herein referred to as "Financière Agache"); Diego De Giorgi; and Jean Pierre Mustier as sponsors (hereinafter together referred to as the "Sponsors").

On 10 May 2022, Pegasus Entrepreneurs, the Company and Financière Lov SAS ("Financière Lov") entered into a business combination agreement and on 22 June 2022 the same parties entered into an amendment and waiver to the business combination agreement (the amended business combination agreement is hereinafter referred to asthe "Business Combination Agreement") relating to a business combination between Pegasus Entrepreneurs and the Company (the "Business Combination"). Pursuant to the Business Combination Agreement, Pegasus Entrepreneurs entered into a notarial deed of merger (the "Deed of Merger") with the Company on 30 June 2022 (the "Business Combination Date"). The merger between Pegasus Entrepreneurs and the Company became effective as from 00:00 on 1 July 2022 and Pegasus Entrepreneurs was the disappearing entity (the "Merger"). As a result of the Merger becoming effective, Pegasus Entrepreneurs' shareholders received Ordinary Shares, Warrants, founder shares in the Company's capital with a nominal value of € 0.01 per share ("Founder Shares") and Founder Warrants (as defined below) in proportion to their original shareholdings and warrant holdings in Pegasus Entrepreneurs and thereby became shareholders of the Company.

The Company also entered into subscription agreements with certain investors in a private investment in public equity transaction (the "PIPE Financing") in the aggregate amount of €229,230,000. In return for their investment, these investors will receive a total of 22,923,000 newly issued Ordinary Shares on 5 July 2022 (the "Settlement Date").

Following a forward purchase agreement entered into by Pegasus Entrepreneurs, Tikehau Capital and Financière Agache on 10 December 2021, Tikehau Capital and Financière Agache each subscribed for 2,500,000 newly issued Ordinary Shares in the Company's capital and 833,333 Warrants (together the "Forward Purchase Securities"), for an aggregate amount of €25,000,000 each. Tikehau Capital and Financière Agache received the Forward Purchase Securities on 1 July 2022.

On 10 May 2022, the Company entered into an investment agreement with Financière Lov and Stéphane Courbit, Lov Group Invest, Monte-Carlo SBM International S.à.r.l ("SBM International"), Dea Communications SA ("De Agostini"), F. Marc de Lacharrière ("Fimalac"), Pegasus Acquisition Partners Holding, Pegasus Entrepreneurs, Tikehau Capital, Bellerophon Financial Sponsor 2 SAS (a subsidiary of the Sponsor Tikehau Capital SCA), Poseidon Entrepreneurs Financial Sponsor SAS (a subsidiary of the Sponsor Financière Agache), Financière Agache (a Sponsor, Vivendi Content ("Vivendi"), Société d'Investissements et de Gestion - SIG 116 and Vivendi SE. On 22 June 2022 the same parties entered into an amendment and waiver to the investment agreement (the amended investment agreement is hereinafter referred to as the "Investment Agreement"). Pursuant to the Investment Agreement, Financière Lov agreed to subscribe for and, on 30 June 2022 received in return for its investment, 13,520,565 newly issued Ordinar y Shares, 13,520,565 newly issued Special Voting Shares A (as defined below) and 13,000,000 newly issued earn-out preference shares A in the Company's capital with a nominal value of €0.03 per share, 3,500,000 newly issued earn-out preference shares B in the Company's capital with a nominal value of €0.03 per share and 3,500,000 newly issued earn- out preference shares C in the Company's capital with a nominal value of €0.03 per share for an aggregate amount of €250,000,000 (the newly issued earn-out preferences shares A, the newly issued earn-out preference shares B and the newly issued earn-out preference shares C are together referred to as the "Earn-OutPreference Shares").

Major shareholders. The Company is controlled by Financière Lov and indirectly by Stéphane Courbit, his wife and children. The following table sets forth information with respect to each person that directly or indirectly holds a substantial interest (substantiële deelneming), i.e., a holding of at least 3% of the share capital, effective economic rights or voting rights in the Company) as of the date of the Prospectus.

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