CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K/A)

Clause 1.01. Entering into a significant final agreement.



Merger Agreement


As previously described in the current report on Form 8-K as amended, the
11 August 2022the Company completed its acquisition of Redbox through a series of mergers pursuant to the terms of the previously announced merger agreement, dated as of 10 May 2022by and among the company, Redbox, RB First Merger Sub Inc.a Delaware company and direct wholly-owned subsidiary of the company (“Merger Sub Inc.“), RB Second Merger Sub LLCa Delaware limited liability company and wholly owned subsidiary of the company (“Fusion Sub LLC“), Redwood Opco Merger Sub LLCa Delaware limited liability company and wholly owned subsidiary of the company (“Opco Merger Sub LLC“), and Redwood Intermediate LLCa Delaware limited liability company (“Opco LLC“).

Pursuant to the terms of the Merger Agreement, (i) at the time the first business merger (as defined below) becomes effective (“Effective Time”), (A) Merger Sub Inc. merged (the “First Business Merger”) with and into Redbox, with Redbox continuing as the surviving entity (the “Surviving Company”); and (B) simultaneously with the first business merger, Opco Merger Sub LLC merged (the “Opco Merger”) with and into Opco LLCwith Opco LLC continues as the surviving entity; and (ii) immediately following the First Business Merger and the Opco Merger Surviving company merged with and into Fusion Sub LLC (the “Second Business Merger” and, together with the First Business Merger, the “Integrated Mergers” and the Integrated Mergers together with the Opco Merger, the “Mergers”), with Fusion Sub LLC continues as the surviving entity and a wholly owned subsidiary of the Company.

Pursuant to the terms of the merger agreement, at the Effective Time, (i) each share of Class A common stock of Redbox, par value $0.0001 share (“Redbox Class A Common Stock”), was canceled and exchanged for 0.087 shares (the “Exchange Ratio”) of Company Class A Common Stock, (ii) each unit of
Opco LLC was converted into 0.087 shares of Company Class A common stock and (iii) each share of Class B common stock of Redbox, par $0.0001 share (“Redbox Class B Common Share”), was canceled without further consideration.

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At the Effective Time, the vested and unvested restricted stock units of Redbox (each “Redbox RSU Award”) outstanding immediately prior to the Effective Date were converted into the number of shares of the Company’s Class A common stock equal to the conversion ratio multiplied by the number of vested and non- vested Redbox RSU awards held by each holder immediately prior to the Effective Time.

Redbox’s obligations under its outstanding public warrants and private warrants (collectively, the “Deemed Warrants”) were assumed by the Company, but the assumed warrants now evidence the right, upon valid exercise, to receive shares of Company Class A common stock equal to the product of ( A) the number of shares of Redbox Class A common stock that were subject to such warrant immediately prior to the Effective Time and (B) the exchange ratio, as further described under Section 3.03 below.

The above description of the merger agreement and the mergers does not purport to be complete and is qualified in its entirety by the merger agreement, which was filed by the company as Exhibit 2.1 to the company’s current report on Form 8-K filed on 12 May 2022.

Item 8.01. Other Items.



On 11 August 2022, the Company and Redbox issued a joint press release announcing the closing of the Mergers under the Merger Agreement. A copy of the press release was filed as Exhibit 99.1 to the current report on Form 8-K, as amended, and is incorporated herein by reference. Such press release shall not be deemed to be “filed” under Section 18 of the Exchange Act, or otherwise subject to the obligations of this Section.

Attached as Annex 99.1 to another Current Report filed on 15 November 2022was an investor presentation that the Company plans to use for public relations and other purposes, which is incorporated herein by reference.

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The Current Reports on Form 8-K as amended, the press release and the investor presentation contain statements intended to be “forward-looking statements” that are subject to the cautionary statements forward-looking statements made therein.

Clause 9.01. Annual accounts and exhibitions.

(a) Annual accounts of acquired companies

The audited accounts for Redbox Entertainment, Inc. from and including the completed years 31 December 2021 and 2020, and the related notes to the financial statements, were filed by Redbox in its Annual Report on Form 10-K, filed at SEC on 15 April 2022and is incorporated herein by reference.

The unaudited accounts for Redbox Entertainment, Inc. from and including the completed three and six months 30 June 2022and the related notes to the financial statements, was filed by Redbox in its quarterly report on Form 10-Q, filed on SEC on 12 August 2022and is incorporated herein by reference.

The audited accounts for Sonar Entertainment, Inc. from and including the completed years 31 December 2020 and 2019, and the accompanying notes to the financial statements, were filed pursuant to the Company’s Amendment No. 1 to Current Report on Form 8-K, filed with SEC on 11 June 2021and is incorporated herein by reference.

(b) Unaudited Pro Forma Summary Combined Financial Information

The unaudited pro forma financial information per and for the completed nine months 30 September 2022 and for the year ended 31 December 2021 is filed as Exhibit 99.3 to this amendment and is incorporated herein by reference.


(b) Exhibits:




Exhibit
Number         Description
  2.1†*          Merger Agreement, dated as of May 10, 2022, by and among Chicken
               Soup for the Soul Entertainment, Inc., RB First Merger Sub Inc., RB
               Second Merger Sub LLC, Redwood Opco Merger Sub LLC, Redbox
               Entertainment Inc. and Redwood Intermediate LLC.

  3.1**          Certificate of Formation of RB Second Merger Sub LLC (survivor
               company of the Mergers)

  3.2**          Certificate of Merger of Redbox Entertainment Inc. with and into RB
               Second Merger Sub LLC, with RB Second Merger Sub LLC as the Surviving
               Company

  3.3**          Limited Liability Company Operating Agreement of RB Second Merger
               Sub LLC (survivor company of the Mergers)

  4.1**          Warrant Assumption and Amendment Agreement by and among Chicken Soup
               for the Soul Entertainment Inc., Redbox Automated, LLC, the Lenders
               named therein, and HPS Investment Partners, LC, as administrative
               agent and collateral agent for the Lenders.

  4.2†**         HPS Warrant Agreement, dated as of August 11, 2022.

  10.1†**        Amended and Restated Credit Agreement by and among Chicken Soup for
               the Soul Entertainment, Inc., Redbox Automated LLC, the Lenders named
               therein, and HPS Investment Partners, LLC, as administrative agent for
               the Lenders.

  99.1**         Joint Press Release Announcing Consummation of Mergers, dated
               August 11, 2022.

  99.2***        Investor Presentation

  99.3****       Unaudited Pro Forma Consolidated Financial Information for the
               Company (giving effect to the acquisition of Redbox) as of and for the
               nine months ended September 30, 2022 and as of and for the year ended
               December 31, 2021.

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




*    Previously filed as an exhibit to the Amendment No. 1 to Current Report on
     Form 8-K, filed with the SEC on May 12, 2022.

† Certain of the exhibits and schedules of this Agreement are omitted i

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in accordance with Regulation SK Section 601(a)(5). The company agrees to deliver

a copy of all omitted exhibits and schedules to SEC at its request.

** Previously filed as an exhibit to the Current Report on Form 8-K, filed with

that SEC on 12 August 2022which is hereby amended.

*** Previously filed as an exhibit to the Current Report on Form 8-K, filed with

that SEC on 15 November 2022.

**** Submitted herewith.

† Certain of the exhibits and schedules of this Agreement are omitted i

in accordance with Regulation SK Section 601(a)(5). The company agrees to deliver

a copy of all omitted exhibits and schedules to SEC at its request.

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