SGHC Limited executed a term sheet to acquire Sports Entertainment Acquisition Corp. (NYSE:SEAH) from a group of shareholders in a reverse merger transaction on January 29, 2021. SGHC Limited entered into a definitive agreement to acquire Sports Entertainment Acquisition Corp. from a group of shareholders for $4.7 billion in a reverse merger transaction on April 23, 2021. As reported, the aggregate stock consideration will in any case, not exceed $4.85 billion. Sports Entertainment Acquisition has agreed to combine with Super Group based on a $4.75 billion pre-money equity valuation. Immediately following the closing, it is expected that the SEAC public stockholders will own approximately 9.35% of combined company, the founders will hold approximately 2.34% and SGHC shareholders will hold approximately 88.31% of the issued and outstanding shares. Sports Entertainment Acquisition will pay $465 million cash consideration and $4.2 billion of equity consideration. Shareholders comprising more than 70% of Super Group's equity will not be selling any shares and will roll their entire equity positions into the public company. As part of the deal, Super Group will acquire online gaming company Digital Gaming Corporation (DGC) and become the holding company for online gaming brands Betway and Spin. The combined company intends to apply to list its shares on the New York Stock Exchange (“NYSE”) under the new ticker symbol “SGHC”. Upon closing of the transaction, the combined company will operate under the name Super Group. If the business combination shall not be consummated on or before March 31, 2022, then either SGHC or Sports Entertainment may terminate the Business Combination Agreement.

The transaction requires the approval of shareholders of Sports Entertainment Acquisition, the approval by the Malta Gaming Authority and the United Kingdom Gambling Commission of the 2020 Reorganization, the effectiveness of the Registration Statement, the reorganization having been effected, the approval of the listing of the NewCo Common Shares and NewCo Warrants on the New York Stock Exchange, SEAH, having Minimum Cash equaling at least $300 million, NewCo and SGHC must have delivered, among other things, the Amended and Restated Articles of Incorporation of NewCo, the Amended and Restated Registration Rights Agreement and the Lock-Up Agreements and other customary closing conditions. The Boards of Directors of SGHC and SEAH have unanimously approved this transaction. As of January 26, 2022, SGHC Limited has waived the minimum cash condition to be satisfied at the closing of the Business Combination, Special meeting of stockholders of Sports Entertainment Acquisition Corp will be held on December 22, 2021. The Board of Directors of SEAH has unanimously approved the transaction and unanimously recommends that the shareholders vote or give instructions to vote “FOR” the transaction. As of January 26, 2022, Sports Entertainment Acquisition Corporation Shareholders approved the Business Combination. The transaction is expected to close in the second half of 2021. As of January 26, 2022, the transaction is expected to close on January 27, 2022. As of November 16, 2021, outside date is March 31, 2022. As of January 4, 2022, Neal Menashe, Chief Executive Officer of Super Group, Richard Hasson, President & Chief Operating Officer of Super Group, and Eric Grubman, Chairman of the Board of Directors & Chief Financial Officer of Sports Entertainment Acquisition Corp., will participate in the 24th Annual Needham Virtual Growth Conference on January 13, 2022. The management will host investor meetings.

Oakvale Capital LLP acted as exclusive financial advisor while Justin Stock, Garth Osterman, Miguel Vega, David Peinsipp, Caitlin Breitenbruck, Russell Anderson, Wilber Barillas, Ann Bevitt, Harry Calkin, Michael Coburn, Amy Collins, Sharon Connaughton, Chris Coulter, Caitlin Courtney, Reshma David, Ross Eberly, Joshua Friedman, Anthony Haji, Paula Holland, Rick Jantz, Natasha Kaye, Claire Keast-Butler, Christopher Kimball, Kevin King, Alexander Lee, Eileen Marshall, Howard Morse, Juan Nascimbene, Aaron Pomeroy, Rebecca Ross, Stella Sarma, Leo Spicer-Phelps, Nicola Squire, Chris Stack, Edward Wang, Carly Weiss, David Wilson, Jessica Winn and Adriana Wirtz of Cooley LLP, Herzog Fox & Neeman, Saiber LLC and Wiggin LLP acted as lead legal advisors to Super Group in the transaction. Stephen Kotran of Goldman Sachs & Co. LLC. and PJT Partners acted as financial advisors to SEAH. Carl Marcellino, Paul Tropp, Rachel Phillips, Elaine Murphy, Andrew Howard, Rohan Massey, Edward McNicholas, Renata Ferrarim, iran Sharma and Elizabeth Todd of Ropes and Gray acted as lead legal advisors to SEAC. Dennis M.P. Ehling and Stephen D. Schrier of Blank Rome and David Zeffman, Anna Soilleux-Mills, Tamsin Blow, Laura Bilinski, Laura Cairns, Emily Sheard and Alex Askew of CMS also assisted with legal advice to SEAH. Tim Clipstone and James Dickinson of Ogier's Guernsey corporate team and Peter Czegledy, Angela Swan and Lynn Tay of Aird & Berlis LLP acted as legal advisors to SEAH. Continental Stock Transfer & Trust Company acted as transfer agent to SEAC. Okapi Partners LLC acted as information agent to SEAC.

SGHC Limited completed the acquisition of Sports Entertainment Acquisition Corp. (NYSE:SEAH) from a group of shareholders in a reverse merger transaction on January 27, 2022. Beginning on January 28, 2022, Super Group's ordinary shares and public warrants are expected to begin trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “SGHC” and “SGHC WS”, respectively.