MUDS Mudrick Capital Acquisition Corporation II

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

The Parties

MUDS

MUDS is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. MUDS was incorporated under the laws of Delaware on July 30, 2020.

On December 10, 2020, MUDS consummated its initial public offering of 27,500,000 units. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock at a purchase price of $11.50 per share, subject to adjustment as provided in MUDS’ final prospectus filed with the Securities and Exchange Commission on December 9, 2020 (File No. 333-249402). The units from the MUDS IPO were sold at an offering price of $10.00 per unit, generating gross proceeds to MUDS of $275,000,000. MUDS granted the underwriters a 45-day option to purchase up to 4,125,000 additional units to cover over-allotments, if any. Simultaneously with the consummation of the MUDS IPO, MUDS consummated the private sale of 11,375,000 warrants at $1.00 per warrant for an aggregate purchase price of $11,375,000. Transaction costs amounted to $17,874,801, consisting of $6,325,000 of underwriting fees, $11,068,750 of deferred underwriting fees and $481,051 of other offering costs. The MUDS IPO was conducted pursuant to a registration statement on Form S-1 that became effective on December 7, 2020.

On December 14, 2020, the underwriters exercised the over-allotment option in full and purchased an additional 4,125,000 units at a purchase price of $10.00 per unit, generating gross proceeds of $41,250,000. Simultaneously with the exercise of the over-allotment option by the underwriters, MUDS consummated the private sale of 1,443,750 warrants at $1.00 per warrant for an aggregate purchase price of $1,443,750.

Following the consummation of the MUDS IPO, the exercise of the overallotment option by the underwriters and subsequent related private placements, a total of $320,993,750, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Except as described in the prospectus for the MUDS IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and MUDS’ redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window. As of [●], 2021, the record date for the special meeting, there was approximately $[●] million held in the trust account.

MUDS’ units, Class A common stock and warrants are listed on the NASDAQ under the symbols MUDSU, MUDS and MUDSW, respectively.

The mailing address of MUDS’ principal executive office is 527 Madison Avenue, 6th Floor, New York, NY 10022. Its telephone number is (646) 747-9500. After the consummation of the business combination, its principal executive office will be that of Topps.

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First Merger Sub

First Merger Sub is a wholly owned subsidiary of MUDS formed solely for the purpose of effecting the First Merger described herein. First Merger Sub was incorporated under the laws of Delaware as a corporation on April 1, 2021. First Merger Sub owns no material assets and does not operate any business.

The mailing address of First Merger Sub’s principal executive office is 527 Madison Avenue, 6th Floor, New York, NY 10022. Its telephone number is (646) 747-9500. After the consummation of the business combination, First Merger Sub will cease to exist as a separate legal entity.

Second Merger Sub

Second Merger Sub is a wholly owned subsidiary of MUDS formed solely for the purpose of effecting the Second Merger described herein. Second Merger Sub was formed under the laws of Delaware as a limited liability company on April 1, 2021. Second Merger Sub owns no material assets and does not operate any business.

The mailing address of Second Merger Sub’s principal executive office is 527 Madison Avenue, 6th Floor, New York, NY 10022. Its telephone number is (646) 747-9500. After the consummation of the business combination, Second Merger Sub will continue as a wholly owned subsidiary of MUDS and successor to Topps.

Topps

Founded in 1938, Topps is a global consumer products company that entertains and delights consumers through a diversified, engaging, multi-platform product portfolio that includes physical and digital collectibles, trading cards, trading card games, sticker and album collections, memorabilia, curated experiential events, gift cards and novelty confections. Topps was incorporated under the laws of Delaware as a corporation on October 1, 2013.

The mailing address of Topps’ principal executive office is 1 Whitehall Street, New York, NY 10004. Its telephone number is (212) 376-0300. After the consummation of the business combination, its principal executive office will remain the same.

Holdings

Tornante-MDP Joe Holding LLC is the direct parent company of Topps. Holdings is controlled by Tornante and MDP. The equity interests of Holdings are owned by Tornante, MDP, Topps Management LLC and certain other investors.

The mailing address of Holdings’ principal executive office is 1 Whitehall Street, New York, NY 10004. Its telephone number is (212) 376-0300. Prior to the Closing, Holdings will enter into a Plan of Liquidation which, among other things, will provide for (i) the wind up of the business affairs of Holdings and (ii) following the Pre-Closing Recapitalization, the distribution by Holdings of all of the outstanding shares of Topps common stock to Holdings’ equity holders, following which, prior to the Closing, the former equity holders of Holdings will become stockholders of Topps.

The Tornante Company

The Tornante Company, LLC is a privately held investment firm founded and owned by former Walt Disney Company CEO Michael Eisner. Tornante invests in, acquires, and operates media and entertainment companies. The company owns Topps and Portsmouth Football Club, of the English Football League, and has created critically acclaimed series such as Undone for Amazon Studios, BoJack Horseman and Tuca and Bertie for Netflix, and NOS4A2, an AMC Original Series.

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Madison Dearborn Partners, LLC

Madison Dearborn Partners, LLC is a leading private equity investment firm based in Chicago. Since MDP’s formation in 1992, the firm has raised aggregate capital of over $27 billion and has completed over 150 investments. MDP invests across five dedicated industry verticals, including basic industries; business and government software and services; financial and transaction services; health care; and telecom, media and technology services.

Emerging Growth Company

MUDS is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find MUDS’ securities less attractive as a result, there may be a less active trading market for MUDS’ securities and the prices of its securities may be more volatile.

MUDS will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the MUDS IPO, (b) in which MUDS has total annual gross revenue of at least $1.07 billion, or (c) in which MUDS is deemed to be a large accelerated filer, which means the market value of Class A common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which MUDS has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, a business combination between MUDS and Topps will be effected through the First Merger, whereby First Merger Sub will merge with and into Topps, with Topps surviving such merger, followed by the Second Merger, whereby, immediately following the First Merger and as part of the same overall transaction as the First Merger, Topps will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of MUDS.

Prior to the Closing, Topps will effect the Pre-Closing Recapitalization, which will result in the reclassification of Topps’ equity securities, such that the outstanding equity securities of Topps prior to the Closing will consist of Class A-1 common stock, Class A-2 common stock and Class B common stock. Following the Pre-Closing Recapitalization, and pursuant to the Plan of Liquidation, Holdings will distribute all of the issued and outstanding capital stock of Topps to Holdings’ equityholders, following which Holdings’ equityholders will become stockholders of Topps.

Merger Consideration

Subject to the terms of the Merger Agreement, the Closing Merger Consideration will be paid to the stockholders of Topps in a combination of stock and cash consideration consisting of the Closing Cash Consideration and the Closing Share Consideration (each as further described herein). In addition to the Closing Merger Consideration, each stockholder of Topps will be entitled to receive (i) a pro rata portion of the Earnout Consideration, which shares will be subject to transfer restrictions and vesting conditions as further described in

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this proxy statement, (ii) a pro rata portion of the amounts payable to Topps’ stockholders under the Tax Receivable Agreement and (iii) a pro rata portion of the amounts payable to Topps’ stockholders in respect of the Refund Consideration. For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses for the Business Combination.”

Related Agreements

Registration Rights Agreement

At the consummation of the Transactions, MUDS, the Sponsor, and certain parties listed therein will enter into a registration rights agreement in respect of the shares of Class A common stock held by such persons (including shares of Class A common stock underlying other securities held by such persons). Pursuant to such agreement, the parties will be entitled to certain customary registration rights, including demand, shelf and piggy-back rights, subject to cut-back provisions.

The parties to the Registration Rights Agreement will be subject (subject to customary exceptions, including for permitted transfers) to a contractual lock-up on the sale of common stock as follows: (a) in the case of the Sponsor, (i) with respect to the shares it receives upon conversion of its Class B common stock (but not shares received in respect of its Backstop Amount), 12 months from Closing (subject to earlier termination if common stock trades above $12.00 for 20 trading days in any 30 consecutive trading days beginning 150 days after the Closing), and (ii) with respect to its warrants, 30 days after the Closing and (b) in the case of all other parties thereto (including Tornante and MDP), 6 months from the Closing. The Holder Earnout Shares are also subject to lock-up until such later date as there has been a triggering event with respect to such shares.

Investor Rights Agreement

At the consummation of the Transactions, MUDS, Tornante, MDP, and certain parties listed therein will enter into an investor rights agreement, which will provide, among other things, certain director nomination rights with respect to the post-Closing board of directors of the post-combination company on a go-forward basis, including that Tornante will be entitled to nominate a number of directors as is proportional to its voting ownership percentage, MDP will be entitled to nominate one director and MDP will be entitled to have its director designee appointed to committees of the post-Closing board of directors of the post-combination company. The post-combination company will also agree not to remove directors designated by the aforementioned parties other than for “cause.” We expect to be a controlled company within the meaning of the NASDAQ rules at the Closing and we have agreed to certain covenants in accordance therewith.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, on April 6, 2021, MUDS and the Sponsor entered into the Sponsor Support Agreement. The following summary of the Sponsor Support Agreement is qualified by reference to the complete text of the Sponsor Support Agreement, a copy of which is attached as Annex D to this proxy statement. All stockholders are encouraged to read the Sponsor Support Agreement in its entirety for a more complete description of the terms and conditions thereof.

Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed (i) to vote all of its shares of common stock (a) in favor of (x) the adoption of the Merger Agreement and approval of the Transactions (including the Mergers) and (y) the other MUDS stockholder proposals and (b) against any proposal that would materially impede the Transactions, (ii) not to redeem any shares of Class A common stock, in connection with the MUDS Stockholder Redemption, (iii) for a period of three (3) years following the Closing, not to form a “group” for the purpose of voting against persons nominated by the equityholders of Holdings for election as directors of MUDS and (iv) if more than 20% of Class A common stock is redeemed by MUDS stockholders in connection with the MUDS Stockholder Redemption, to surrender for cancellation up to 2,635,416 shares of Class B common stock in proportion to the incremental percentage of shares redeemed above such 20% threshold.

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Subscription Agreements

In connection with the execution of the Merger Agreement, MUDS entered into Subscription Agreements and the Backstop Agreement with PIPE Investors. The following summaries of the Subscription Agreements and the Backstop Agreement are qualified by reference to the complete text of the form of the Subscription Agreement and the Backstop Agreement, copies of which are attached as Annex E and Annex F, respectively, to this proxy statement. All stockholders are encouraged to read the form of Subscription Agreement and the Backstop Agreement in their entirety for a more complete description of the terms and conditions thereof.

Pursuant to the terms of the Subscription Agreements and the Backstop Agreement, MUDS has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to purchase up to an aggregate of 24,630,542 shares of Class A common stock, for a purchase price of $10.15 per share and for an aggregate commitment of $250,000,000, inclusive of the full Backstop Amount.

As part of the PIPE Investment, MUDS entered into the Backstop Agreement with the Mudrick Backstop Parties, pursuant to which the Mudrick Backstop Parties have agreed to purchase an aggregate of up to 9,852,216 shares of Class A common stock for an aggregate purchase price of $10.15 per share and for an aggregate commitment of up to the Backstop Amount, provided, that the Mudrick Backstop Parties may elect in connection with the Closing to reduce the Backstop Amount by the excess above $350,000,000 (if any) of the amount of the Available Closing Buyer Cash (including the maximum Backstop Amount).

The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and the Transactions will be consummated immediately following the closing of the PIPE Investment. The Subscription Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the mutual written agreement of the parties thereto and (iii) the Outside Date (as defined in the Merger Agreement). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Incentive Plan

As contemplated by the Incentive Plan Proposal, we intend to reserve shares for grants of awards under the Incentive Plan. For more information about the Incentive Plan, please see the section entitled “Proposal No. 5 — The Incentive Plan Proposal.”

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Impact of the Business Combination on the Post-Combination Company’s Public Float

It is anticipated that, upon completion of the business combination, (i) excluding the impact of the shares of Class A common stock underlying the warrants, (ii) assuming the Backstop Amount is fully funded and (iii) excluding the Holder Earnout Shares (which will by their terms be entitled to vote from the time of issuance), the varying ownership levels in the post-combination company will be as set forth below. The no redemption scenario further assumes that no MUDS public stockholders exercise redemption rights in connection with the MUDS Stockholder Redemption, while the maximum redemption scenario further assumes that (a) MUDS public stockholders holding an aggregate of 21,772,783 shares of Class A common stock exercise redemption rights in connection with the MUDS Stockholder Redemption and (b) the Sponsor surrenders 1,609,144 founder shares in accordance with the terms of the Sponsor Support Agreement.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 5 — The Incentive Plan Proposal.”

Matters Being Voted On

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Date, Time and Place of Special Meeting of MUDS stockholders

The special meeting of stockholders of MUDS will be held via live webcast at [●] a.m. Eastern Time, on [●], 2021. The special meeting can be accessed by visiting www.[●].com, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposals, the incentive plan proposal, the director election proposal, the NASDAQ proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of common stock at the close of business on [●], 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the record date, there were 39,531,250 shares of common stock outstanding, of which 31,625,000 were public shares with the rest being held by the Sponsor.

Quorum and Vote of MUDS Stockholders

A quorum of MUDS stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters but will not be counted for the purposes of determining the number of votes cast at the special meeting.

The Sponsor owns of record and is entitled to vote 20% of the outstanding shares of common stock as of the record date. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sponsor, will be voted in favor of the proposals presented at the special meeting.

The proposals presented at the special meeting will require the following votes:

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Abstentions and broker non-votes will have the same effect as a vote “against” the charter proposal, but will have no effect on the other proposals.

The Transactions will be consummated only if the business combination proposal, the charter proposal and the NASDAQ proposal are approved at the special meeting. Each of the business combination proposal, the charter proposal and the NASDAQ proposal are cross-conditioned on the approval of the others. The director election proposal and the incentive plan proposal are conditioned on the approval of the business combination proposal, the charter proposal and the NASDAQ proposal. The votes on the governance proposals are non-binding advisory votes.

Redemption Rights

Pursuant to MUDS’ existing certificate of incorporation, a holder of public shares may demand that MUDS redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that MUDS redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to MUDS’ transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, MUDS will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. As of [●], 2021, the record date for the special meeting, this would amount to approximately $[●] per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its public shares for cash and will no longer own the shares. Please see the section entitled “Special Meeting of MUDS Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the public shares.

Accordingly, all public shares in excess of 20% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if MUDS has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares for cash.

Holders of MUDS warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Stockholders, unitholders and warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.

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Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. MUDS has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of MUDS Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the MUDS Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and officers and directors of MUDS have interests in such proposals that are different from, or in addition to, those of MUDS stockholders generally. In particular:

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Board of Directors following the Business Combination

Upon consummation of the Transactions, the MUDS Board anticipates each Class I director having a term that expires immediately following the annual meeting of stockholders in 2022, each Class II director having a term that expires immediately following the annual meeting of stockholders in 2023 and each Class III director having a term that expires immediately following the annual meeting of stockholders in 2024, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

Michael Eisner, Andrew Redman, Eric Eisner, Maria Seferian, Jill Ellis, Scott Pasquini and Marc Lasry have each been nominated to serve as directors of the post-combination company upon completion of the Transactions.

Please see the sections entitled “Proposal No. 6 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Recommendation to Stockholders

After careful consideration, the MUDS Board has determined that the MUDS stockholder proposals are advisable and in the best interests of MUDS and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposals, “FOR” the NASDAQ proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal and “FOR” the adjournment proposal, if presented.

When you consider the MUDS Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of MUDS stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The MUDS Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the MUDS stockholders that they vote “FOR” the proposals presented at the special meeting.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the approval of the MUDS stockholder proposals (other than the incentive plan proposal), as described in this proxy statement.

In addition, the consummation of the Transactions is conditioned upon, among other things:

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MUDS’ Conditions to Closing

The obligations of MUDS, First Merger Sub and Second Merger Sub to consummate the Transactions are also conditioned upon, among other things:

Topps’ Conditions to Closing

The obligations of Topps to consummate the Transactions are also conditioned upon, among other things:

Tax Consequences of the Business Combination

For a description of certain U.S. federal income tax consequences of the Transactions and the exercise of redemption rights, please see the information set forth in “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Business Combination to MUDS Stockholders.”

Anticipated Accounting Treatment

The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, MUDS will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Topps’ stockholders being the majority stockholder and holding majority voting power in the post-combination company, Topps’ senior management comprising the majority of the senior management of the post-combination company, and the ongoing operations of Topps comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of MUDS issuing shares for the net assets of Topps, accompanied by a recapitalization. The net assets of MUDS will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Topps.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to

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the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Transactions are subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. If the FTC or the Antitrust Division issues a Second Request within the initial 30-day waiting period, the waiting period with respect to the Transactions will be extended for an additional period of 30 calendar days, which will begin on the date on which the filing parties each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On April 20, 2021, MUDS and Topps filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. The initial 30-day waiting period with respect to the Transactions, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, is scheduled to expire at 11:59 p.m. Eastern Time on May 20, 2021 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a Second Request.

At any time before or after consummation of the Transactions, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither MUDS nor Topps is aware of any material regulatory approvals or actions that are required for completion of the Transactions other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Summary Risk Factors

In evaluating the business combination and the proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 45 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of Topps prior to the consummation of the business combination and the post-combination company.

Below is a summary of some of the principal risks Topps faces:

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Below is a summary of some of the principal risks related to MUDS and the business combination:

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MUDS SUMMARY HISTORICAL FINANCIAL INFORMATION

MUDS is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.

MUDS’ balance sheet data as of December 31, 2020 and statements of operations data for the year ended December 31, 2020 are derived from MUDS’ audited financial statements, audited by WithumSmith+Brown, PC, independent registered public accounting firm, included in the Index to Financial Statements section of this proxy statement

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TOPPS SUMMARY HISTORICAL FINANCIAL INFORMATION

The information presented below is derived from Topps’ historical audited consolidated financial statements included elsewhere in this proxy statement for the fiscal years ended January 2, 2021, December 28, 2019 and December 29, 2018 and the balance sheet data as of January 2, 2021 and December 28, 2019.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Topps’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Topps’ historical audited consolidated financial statements and accompanying footnotes, included elsewhere in this proxy statement.

As explained elsewhere in this proxy statement, the financial information contained in this section relates to Topps, prior to and without giving pro-forma effect to, the impact of the Transactions and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company. See “Summary of the Proxy Statement — The Parties” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “summary pro forma information”) gives effect to the Transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The business combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, MUDS will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Topps issuing stock for the net assets of MUDS, accompanied by a recapitalization. The net assets of MUDS will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2020 gives pro forma effect to the Transactions as if they had occurred on December 31, 2020. The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives pro forma effect to the Transactions as if they had been consummated on January 1, 2020.

The summary pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the post-combination company appearing elsewhere in this proxy statement and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of MUDS and related notes and the historical financial statements of Topps Intermediate Holdco, Inc. and related notes included in this proxy statement. The summary pro forma information has been presented for informational purposes only and are not necessarily indicative of what the post-combination company’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the summary pro forma information does not purport to project the future financial position or operating results of the post-combination company.

Upon consummation of the business combination, all Class B common stock will convert to Class A common stock on a one-for-one basis. The following table presents summary pro forma information after giving effect to the Transactions, assuming two redemption scenarios as follows:

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As a result of the Transactions, both the pro forma basic and diluted number of shares are reflective of 72.5 million shares of Class A common stock and 42.1 million shares of Class E common stock outstanding under the No Redemptions scenario and 70.9 million shares of Class A common stock and 42.1 million shares of Class E common stock outstanding under the Maximum Redemptions scenario. The calculation excludes warrants that would be considered anti-dilutive to pro forma earnings per share calculation, including (i) 15.8 million redeemable public warrants for Class A common stock and (ii) 12.8 million redeemable private warrants for Class A common stock both exercisable for $11.50 per share.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that express MUDS’ and Topps’ opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Topps operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting MUDS and Topps. Factors that may impact such forward-looking statements include:

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The forward-looking statements contained in this proxy statement are based on MUDS’ and Topps’ current expectations and beliefs concerning future developments and their potential effects on the Transactions and Topps. There can be no assurance that future developments affecting MUDS and/or Topps will be those that MUDS or Topps has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either MUDS’ or Topps’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. MUDS and Topps will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a stockholder grants its proxy or instructs how its vote should be cast or votes on the MUDS stockholder proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect MUDS and Topps.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The following risk factors apply to the business and operations of Topps and will also apply to the business and operations of the post-combination company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” MUDS or Topps may face additional risks and uncertainties that are not presently known to MUDS or Topps, or that MUDS or Topps currently deem immaterial, which may also impair MUDS’ or Topps’ business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Topps’ Business

References in this section to “we,” “our,” “us,” the “Company” or “Topps” generally refer to Topps and its consolidated subsidiaries, and which shall be deemed to also refer to MUDS following the consummation of the Transactions.

Economic Risks and Current Events

The COVID-19 pandemic has had and may continue to have, and other public health crises or epidemics could in the future have, a material adverse impact on our business, operations, financial condition, liquidity and results of operations.

The COVID-19 pandemic has had, and any other public health crises or epidemics in the future in markets in which we, our employees, consumers, customers, partners, licensees, licensors, suppliers and manufacturers operate, could have, significant repercussions across local, regional and global economies and financial markets. The COVID-19 pandemic has caused a global economic slowdown that may last for a potentially extended duration. Efforts to contain the effect of the virus have included travel restrictions and restrictions on public gatherings. Many businesses have eliminated non-essential travel and canceled in-person events to reduce instances of employees and others being exposed to large public gatherings, and governments across the United States have restricted business activities and strongly encouraged, instituted orders or otherwise restricted individuals from leaving their home. To date, sports seasons and sporting events in multiple countries, including in the United States, have been canceled, shortened or postponed and large public gatherings remain banned. The occurrence of these types of public health crises can result, and in the case of the COVID-19 pandemic has resulted in, disruptions and damage to our business, caused by several factors, including:

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In response to the COVID-19 pandemic, we have taken active measures to promote health and safety, including instituting remote, work from home policies for all employees globally, other than a small percentage of essential employees who continued to work onsite, and developing safety protocols for all onsite employees including enhanced cleaning and sanitization processes, required social distancing and mask requirements. However, our efforts may not be successful and we may not have sufficient protection or recovery plans to continue to deal with the COVID-19 pandemic or similar public health crises in the future.

In addition, although our principal manufacturers across the world are currently operating, we have experienced and could experience further disruptions in supply of product, which has been and can be driven by: manufacturing and other work stoppages, factory and other business closings, slowdowns or delays, including in Texas, Europe, Taiwan, Thailand, China and Mexico and other places where a substantial portion of our manufacturing occurs; restrictions and limitations placed on workers and factories, including quarantines and other limitations on the ability to travel and return to work; and shortages or delays in production or shipment of products or raw materials. Even as facilities reopen or workers return to work, such reopenings and returns have been and we expect will continue to be measured and gradual so as to minimize the risk of further outbreaks of the virus, and that despite precautions, further outbreaks may occur and result in future negative impacts.

With the COVID-19 pandemic, we experienced a decrease in demand in the second quarter of 2020 for our confections products. The negative impact to demand can be caused by delays in or reduced purchases from customers and consumers who may be reluctant or unable to leave home or otherwise shop in a normal manner due to restrictions on or closure, either temporarily or permanently, of many retail stores in which our confections products are sold. Demand has been and may be further impacted due to consumers’ lower discretionary income due to reduced or limited work or unemployment, which has increased dramatically due to the coronavirus. However, since the second quarter of 2020, we have seen an increase in demand and have had difficulty in keeping up with demand.

The full extent to which the COVID-19 pandemic impacts our business, financial condition and results of operations is highly uncertain and subject to change, and will depend on a number of factors beyond our control, including, without limitation, the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, the vaccine deployment efforts and the efficacy of the vaccines, the impact of the pandemic on our customers and the communities in which we operate, the extent and duration of any economic recessionary conditions and the impact on the financial markets and our access to capital. We expect that further spread of the virus and any protracted duration of decreased economic activity could have a material adverse impact on our business, financial condition, liquidity and results of operations.

To the extent the COVID-19 pandemic or a similar public health crisis has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Reductions in discretionary consumer spending, including as a result of global and regional economic downturns, could have an adverse effect on our business, financial condition and results of operations.

Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic

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conditions, may reduce our consumers’ disposable income or result in fewer individuals engaging in physical and digital sports and entertainment, such as collecting trading cards and other memorabilia, or purchasing confections products. Our gift card revenues could also be adversely affected by declines in consumer confidence and spending. As a result, we cannot ensure that demand for our products will remain constant. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics (including the COVID-19 pandemic), and the spread of contagious diseases could lead to a reduction in discretionary spending on leisure activities. Our financial performance is impacted by the level of discretionary consumer spending in the markets in which we operate. Recessions, credit crises and other economic downturns, or disruptions in credit markets, in the United States and in other markets in which our products are sold can result in lower levels of economic activity, lower employment levels, less consumer disposable income, and lower consumer confidence. Significant increases in the costs of other products that are necessary to consumers, such as gasoline, home heating fuels or groceries, may reduce household spending on our products. Such cost increases and weakened economic conditions may result from any number of factors, including terrorist attacks, wars and other conflicts, natural disasters, pandemics (including the COVID-19 pandemic), increases in critical commodity prices or labor costs, or the prospect of such events. Weaknesses in the economic and business climate, and the related consumer uncertainty, could harm our sales and profitability. Similarly, reductions in the value of homes or stock market investments can lower consumer confidence and consumer spending power. Any of these factors can reduce the amount which consumers spend on the purchase of our products. This in turn can reduce our sales and harm our financial performance and profitability.

In addition to experiencing potentially lower sales of our products during times of economic difficulty, in an effort to maintain sales during such times, we may need to reduce the price of our products, increase our promotional spending or sales allowances or take other steps to encourage retailer and consumer purchases of our products. Those steps may lower our net sales or increase our costs, thereby decreasing our operating margins and lowering our profitability.

Operational Risks

If we do not effectively maintain and further develop our relationships with retail customers and distributors, our business, financial condition and results of operations could be harmed. If our distributors fail to promote our products and services actively and effectively, or if they implement operational decisions that are inconsistent with our interests, our future growth and results of operations may suffer.

Historically, a significant portion of our net sales has been derived from our retail customers and distributors, upon which we rely to reach the consumers who are the ultimate purchasers of our products. In the United States, we sell our products directly to customers, certain retailers (including hobby stores) as well as through distributors. We have a direct sales force that oversees these sales, and we also employ a network of brokers to assist our team in these sales and to reach smaller customers. Internationally, we primarily sell direct to consumers and to either one master or several distributors in each country who handle all sales to retailers and other sub-distributors within the country, which is overseen by our sales force. However, in the U.K., Confections sells directly to retailers and a network of distributors and wholesalers and in Australia, Latin America, Israel and several Asian countries, we license our Confections brands to third parties. Our Gift Cards business provides professional services to its clients and sells our client’s products directly to consumers through e-commerce. Our top ten customers represented approximately 35% and 39% of our sales for the years ended January 2, 2021 and December 28, 2019, respectively. One of our wholesale customers represented approximately 11% and 13% of our sales for the years ended January 2, 2021 and December 28, 2019. Our operating revenues may decline if we fail to maintain existing relationships with our retail customers and distributors or fail to attract new customers or distributors.

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We depend on our retail customers to provide adequate and attractive space for our products and point of purchase displays in their stores. We further depend on our retail customers to employ, educate and motivate their sales personnel to effectively sell our products. If our retail customers do not adequately display our products (including as a result of reduced front-of-store space to display our products due to the increasing use of self-service check-out kiosks, if other items are put in the space currently occupied by Topps items or if space for confections is reduced) or choose to promote competitors’ products over ours, our sales could decrease, and our business could be harmed. Similarly, we depend on our distributors to reach retailers (including hobby stores) in certain market segments in the United States and to reach international retailers in countries where we do not have a direct presence. Our distributors generally offer products from several different companies, including our competitors. Accordingly, we are at risk that these distributors may give higher priority to selling other companies’ products or enter into exclusive arrangements with our competitors. If we were to lose the services of a distributor, we might need to find another distributor for certain geographies, and there can be no assurance of our ability to do so in a timely manner or on favorable terms.

In addition, our business could be adversely affected if any of our retail customers or distributors were to reduce purchases of our products. Our retail customers and distributors generally build inventories in anticipation of future sales and will decrease the size of their future product orders if sales do not occur as rapidly as they anticipate. Our customers make no long-term commitments to us regarding purchase volumes and can therefore freely reduce their purchases of our products. Any reduction in purchases of our products by our retail customers and distributors, or the loss of any key retail customer or distributor, could adversely affect our business, financial condition and results of operations.

Furthermore, consumer preferences have shifted, and may continue to shift in the future, to sales channels other than traditional retail, including e-commerce, which is a less mature, but growing, part of our business. Consumer demand for our products may be lower in other channels than in traditional retail channels. In addition, our entry into new product categories and geographies has exposed, and may continue to expose, us to new sales channels in which we have less expertise. If we are not successful in developing our e-commerce channel and other new sales channels, our revenue and profitability may be adversely affected.

We depend upon third-party manufacturers, and if our relationship with any of them is harmed or if they encounter difficulties in their manufacturing processes, we could experience product defects, production delays, unplanned costs or higher product costs, or the inability to fulfill orders on a timely basis, any of which could adversely affect our business, financial condition and results of operations.

We use third-party manufacturers to manufacture a significant portion of our products, and have historically concentrated production with a small number of manufacturers and factories. Our global supply chain is largely outsourced, and we rely on manufacturers and distributors in countries such as China, Taiwan and Thailand for Confections and the U.S. and Italy for Sports & Entertainment. The loss or unavailability of our principal manufacturers or one of our other manufacturers or one of the factories in which our products are produced, even on a temporary basis, could have a negative impact on our business, financial condition and results of operations. While we believe our external sources of manufacturing could be shifted, if necessary, to alternative sources of supply, we would require a significant period of time, and potentially a significant amount of capital, to make such a shift. Because we believe our products represent a significant percentage of the total capacity of each factory in which they are produced, such a shift may require us to establish relationships with new manufacturers, which we may not be able to do on a timely basis, on similar terms, or at all. We may also be required to seek out additional manufacturers in response to increased demand for our products, as our current manufacturers may not have the capacity to increase production. If we were prevented from or delayed in obtaining a material portion of the products produced by our manufacturers, or if we were required to shift manufacturers (assuming we would be able to do so), our sales and profitability could be significantly reduced.

In addition, while we require that our products supplied by third-party manufacturers be produced in compliance with all applicable laws and regulations, and we have the right to monitor compliance by our third-

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party manufacturers with our manufacturing requirements and to oversee the quality control process at our manufacturers’ factories, there is always a risk that one or more of our third-party manufacturers will not comply with our requirements, and that we will not immediately discover such non-compliance. Any failure of our third-party manufacturers to comply with such requirements in manufacturing products for us could result in damage to our reputation, harm our brand image and sales of our products and potentially create liability for us.

Monitoring compliance by independent manufacturers is complicated by the fact that expectations of ethical business practices continually evolve, may be substantially more demanding than applicable legal requirements and are driven in part by legal developments and by diverse groups active in publicizing and organizing public responses to perceived ethical shortcomings. Accordingly, we cannot predict how such expectations might develop in the future and cannot be certain that our manufacturing requirements, even if complied with, would satisfy all parties who are active in monitoring and publicizing perceived shortcomings in labor and other business practices worldwide.

In addition, third-party manufacturers that produce a significant amount of our products are located in Europe (including Italy), Taiwan, Thailand, China and Mexico. As a result, we are subject to various risks resulting from our international operations.

Damage to our reputation could have a material adverse effect on our business, financial condition and results of operations.

Our success depends on our ability to maintain and enhance our reputation. We seek to protect and strengthen our reputation through investments in our product quality, innovation and consumer promotions. In our confections business, failure to effectively address the continuing global focus on consumer-centric well-being, including changing consumer acceptance of certain ingredients, nutritional expectations of our products, and the sustainability of our ingredients, our supply chain and our packaging could adversely affect our confections business. Increased attention from the media, governments, stockholders and other stakeholders in these areas as well as on the role of food marketing could adversely affect our brand image of our confections business.

Moreover, adverse publicity, regulatory developments or legal action against us, our employees or our manufacturers related to product quality and safety, where and how we manufacture our products, environmental risks, human and workplace rights across our supply chain, or antitrust, anti-bribery and anti-corruption compliance could damage our reputation and brand health. Such actions could undermine our customers’ and stockholders’ confidence and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations.

In addition, our success in maintaining and enhancing our reputation depends on our ability to anticipate change and adapt to a rapidly changing marketing and media environment, including our increasing reliance on established and emerging social media and online platforms, digital and mobile dissemination of marketing and advertising campaigns, targeted marketing and the increasing accessibility and speed of dissemination of information. A variety of legal and regulatory restrictions limit how and to whom we market our products. These restrictions may limit our innovation, marketing and promotion plans, particularly as social media and the communications environment continue to evolve. Negative posts or comments about us, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate. Our products may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand health. Furthermore, third parties may sell counterfeit or imitation versions of our products that are inferior or pose safety risks. When consumers confuse these counterfeit products for our products or have a bad experience with the counterfeit product, they might refrain from purchasing our products in the future, which could harm our reputation and sales. Failure to successfully maintain and enhance our reputation could materially and adversely affect our business, financial condition and results of operations.

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Our Digital Sports & Entertainment revenue may be harmed by the proliferation of “cheating” programs, scam offers and other offerings or actions by unrelated third parties that seek to exploit our apps and users, including through trading card and coin manipulation and the use of bots, and users may stop using our apps or divert revenue to unrelated third parties.

Our business depends in large part on our vendors and outsourcers, and our ability to effectively operate our business, as well as our reputation, may be harmed by actions taken by these third parties outside of our control.

We rely significantly on vendor and outsourcing relationships with third parties for services and systems including shipping, manufacturing, transportation, logistics and information technology. Any shortcoming of one of our vendors or outsourcers, particularly one affecting the quality of these services or systems, may be attributed by customers to us, thus damaging our reputation and brand value, and potentially affecting our results of operations. In addition, problems with transitioning these services and systems to, or operating failures with, these vendors and outsourcers could cause delays in shipping, delays in product sales, reduce the efficiency of our operations and require significant capital investments to remediate.

In our Digital Sports & Entertainment business, we use a development engine licensed from Unity Technologies to create many of our application functionalities. If we experience any prolonged technical issues with this engine, or if we lose access to this engine for any reason, it could delay our game development efforts and negatively affect our financial results.

Our operating results may fluctuate from quarter to quarter and year to year due to the seasonality of our business and the timing of new product releases.

We experience seasonality based on the timing of sports calendars and entertainment releases. Although exciting sports and entertainment events occur throughout the year, and our physical and digital collectibles are sold throughout the year, our revenue is highest in the second half of the year due to the overlapping sports calendars of European football and Major League Baseball. Generally, our EMEA revenues from sports sticker album and Match Attax products are driven by the launch of UEFA Champions League and Bundesliga products, with much of the revenue activity occurring in the third and fourth quarter. Our Digital Sports & Entertainment business and Gift Cards business have revenues that are generally even throughout the year, with higher revenues in the fourth quarter holiday season. Our revenues from Confections products are typically higher in the second and third quarters, driven by the summer school break. However, this can vary by year based upon the timing of key initiatives such as new product launches or new channel and/or market entry. However, revenues can be significantly impacted by the introduction of new products and line extensions as well as by advertising and consumer and trade support programs.

These seasonal patterns require significant use of working capital, mainly to produce, market, and sell these products. The sales collection period can be up to several months depending upon the geographic territory. To produce the appropriate level of product requires accurate forecasting of demand for products in order to avoid losing potential sales of popular products or producing excess inventory of products that are less popular with consumers. In addition, as a result of the seasonal nature of our business, we could be significantly and adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events such as a terrorist attack or economic shock that harms the retail environment or consumer buying patterns during our key selling seasons, or by events such as strikes, labor unrest or port delays that interfere with the shipment of goods during the critical months leading up to our key selling seasons.

In addition, our results of operations may fluctuate significantly from quarter to quarter or year to year depending on the timing of new product releases and related content releases. For instance, sales of non-sports cards, sticker albums and games tend to be driven by the timing of product introductions and the property on which they are based, often peaking with the release of a movie or the rise in popularity of a particular licensed

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property (for example, Star Wars and World Wrestling Entertainment). Sales of a certain product or group of products tied to a particular content release can dramatically increase our net sales in any given quarter or year. The timing and mix of products we sell in any given year will depend on various factors, including the timing and popularity of new releases by third-party content providers and our ability to license properties based on these releases.

We are subject to risks from unanticipated business disruptions.

We manufacture and source products and materials on a global scale. Factors that are hard to predict or beyond our control, like weather (including any potential effects of climate change), natural disasters, water availability, supply and commodity shortages, terrorism, political unrest, cybersecurity breaches, generalized labor unrest, government shutdowns or health pandemics (such as the COVID-19 pandemic) could damage or disrupt our operations or those of our suppliers, their suppliers, or our manufacturers or distributors. Failure to effectively plan for and respond to disruptions in our operations, for example, by not finding alternative suppliers or replacing capacity at key or sole manufacturing or distribution locations or by not quickly repairing damage to our information, production or supply systems, can cause delays in delivering or the inability to deliver products to our customers, and the quality and safety of our products might be negatively affected. The occurrence of a material or extended disruption may cause us to lose our customers’ or business partners’ confidence or suffer damage to our reputation, and long-term consumer demand for our products could decline. In addition, we are subject to risk related to our own execution. This includes risk of disruption caused by operational error including fire, explosion or accidental contamination as well as our inability to achieve our strategic objectives due to capability or technology deficiencies related to our ongoing reconfiguration of our supply chain to drive efficiencies and fuel growth. Further, our ability to supply multiple markets with a streamlined manufacturing footprint may be negatively impacted by portfolio complexity, significant changes in trade policies, changes in volume produced and changes to regulatory restrictions or labor-related or other constraints on our ability to adjust production capacity in the markets in which we operate. In addition, we are dependent on autographs and relics for our products and any disruption in supply could adversely affect the demand for our products and our operating results. These events could materially and adversely affect our business, financial condition and results of operations.

Our success is critically dependent on the efforts and dedication of our officers and other employees, and the loss of one or more key employees, or our inability to attract and retain qualified personnel, could adversely affect our business.

Our success depends to a significant extent on the continued service and performance of our senior management team. The loss of any member of our senior management team, or of any other key employees, could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain key man life insurance policies on any member of our senior management team or on our other key employees.

In addition, competition for qualified personnel is intense. We compete with many other potential employers in recruiting, hiring and retaining our senior management team and our many other skilled officers and other employees around the world. We believe our corporate culture, which fosters speed, teamwork and creativity, is one of our key competitive strengths. As we continue to grow our business, we may be unable to identify, hire or retain enough people who will maintain our corporate culture, including those in management and other key positions. Our corporate culture could also be adversely affected by the increasingly global distribution of our employees, as well as their increasingly diverse skill sets. If we are unable to maintain the strength of our corporate culture, our competitive ability and our business may be adversely affected.

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Our decision to accept and hold cryptocurrency, such as bitcoin, may subject us to exchange risk and additional tax and regulatory requirements.

In 2020, we received cryptocurrency in connection with the utilization of a blockchain platform. Neither bitcoin nor any of the other cryptocurrencies we may hold are considered legal tender or backed by any government, and cryptocurrencies we may hold have experienced price volatility, technological glitches and various law enforcement and regulatory interventions. The use of cryptocurrency, such as bitcoin, has been prohibited or effectively prohibited in some countries. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. From time to time we hold bitcoin and other cryptocurrencies directly, and we have exchange rate risk on the amounts we hold as well as the risk that regulatory or other developments may adversely affect the value of the cryptocurrencies we hold. We may choose not to hedge or may be unable to fully hedge our exposure to cryptocurrencies and may at times be unable to convert cryptocurrencies to U.S. dollars. If any regulatory authority asserts that we require a license or other regulatory approval to conduct business or own an interest in other businesses involving cryptocurrencies, it could have an adverse effect on our business.

Our principal asset is our interest in The Topps Company, Inc., and we are, and expect to continue to be, dependent upon the results of operations and cash flows of The Topps Company, Inc. and its consolidated subsidiaries and distributions we receive from The Topps Company, Inc.

We are, and we expect to continue to be, a holding company with no material assets other than our ownership of the capital stock of The Topps Company, Inc. and other subsidiaries, which we control. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the results of operations and cash flows of The Topps Company, Inc. and other subsidiaries, and distributions we receive therefrom. There can be no assurance that our direct and indirect subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any existing or future debt instruments, will permit such distributions.

Regulatory Risks

A failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals and certain audiences may result in negative publicity, claims, investigations and litigation and adversely affect our financial performance.

We are subject to laws, rules and regulations in the United States and other countries relating to the collection, use and security of personal information and data. The legal and regulatory environment relating to data privacy continues to develop and evolve in ways we cannot predict, including with respect to technologies such as cloud computing, artificial intelligence, cryptocurrency and blockchain technology. Such data privacy laws, regulations and other obligations may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us. The expansion of these laws, rules and regulations and our actual or perceived failure to comply with them could harm our business.

Our business is subject to a number of laws, rules and regulations relating to the collection, use and security of personal information and data. For instance, various jurisdictions prohibit or limit our ability to collect data involving certain audiences, including children under the age of thirteen pursuant to the Children’s Online Privacy Protection Act (“COPPA”). In addition, due to our reliance on mobile digital applications and mobile devices for certain of our product and service offerings in our Digital Sports & Entertainment business, we are also subject to regulations regarding communication via this channel, such as the Telephone Consumer Protection Act. Compliance with these laws may greatly reduce our ability to contact our users through this channel.

In the European Union (“EU”), the General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018 for all EU member states, includes operational requirements for companies receiving or

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processing personal data of EU residents and provides for significant penalties for noncompliance. In the United States, the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020, provides for a private right of action for data breaches and requires companies that process information about California residents to make disclosures to consumers about their data collection, use and sharing practices and to allow consumers to opt out of certain data sharing with third parties. In New York, the Stop Hacks and Improve Data Security Act (the “SHIELD Act”), which became effective on March 21, 2020, requires companies to implement a written information security program that contains appropriate administrative, technical and physical safeguards.

The changes introduced by the GDPR, the CCPA and the SHIELD Act, as well as any other changes to existing personal data protection or privacy laws and the introduction of such laws in other jurisdictions, have subjected and may continue in the future to subject Topps to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and security systems, policies, procedures and practices. Our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future may not prevent the improper disclosure of personal data. Improper disclosure of personal data in violation of the GDPR, the CCPA, the SHIELD Act and/or of other personal data protection or privacy laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business, financial condition and results of operations.

These laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely affect our business, financial condition and results of operations.

We operate in a highly and increasingly regulated environment, and the failure by us or the businesses that participate in our distribution network to comply with applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

Our activities around the world are highly regulated and subject to government oversight. Various laws and regulations govern food production, packaging and waste management, storage, distribution, sales, advertising, labeling and marketing, as well as intellectual property, competition, antitrust, trade, labor, tax and environmental matters, privacy, data protection, and health and safety practices. In addition, our business is also subject to specific laws restricting marketing efforts towards children, including COPPA.

Government authorities regularly change laws and regulations as well as their interpretations of existing laws and regulations. Our failure to comply with existing laws and regulations, or to make changes necessary to comply with new or revised laws and regulations or evolving interpretations and application of existing laws and regulations, could materially and adversely affect our business, financial condition and results of operations. For instance, our financial condition and results of operations could be negatively affected by the regulatory and economic impact of changes in taxation and trade relations among the United States and other countries, including as a result of the United Kingdom’s exit from the European Union.

We could be subject to future product liability suits or product recalls which could have a significant adverse effect on our business, financial condition and results of operations.

As a company that designs and sells consumer products, we may be subject to product liability suits or involuntary product recalls or may choose to voluntarily conduct a product recall. While costs associated with

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product liability claims and product recalls have generally not been material to our business, the costs associated with future product liability claims or product recalls in any given fiscal year, individually or in the aggregate, could be significant. In addition, any product recall, regardless of the direct costs of the recall, could harm consumer perceptions of our products, subject us to additional government scrutiny, divert development and management resources, adversely affect our business operations and otherwise put us at a competitive disadvantage compared to other companies in our industry, any of which could have a significant adverse effect on our business, financial condition and results of operations. Moreover, even if a product liability, consumer fraud or other claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our business, reputation, brands, product sales, product inventory, financial condition and results of operations.

Our Confections business is subject to local, national and multinational regulations related to labeling, health and nutrient claims, packaging, pricing, marketing and advertising and other related areas.

In the United States, our Confections business is subject to regulation by various governmental agencies, including the Food and Drug Administration, the Department of Agriculture, the Federal Trade Commission, the Department of Commerce and Environmental Protection Agency, as well as various state and local agencies. Similar agencies also regulate our businesses outside of the United States.

The manufacture and sale of our confections products and ingredients is highly regulated and subject to local, national and multinational regulations related to labeling (such as front-of-pack labeling based on nutrient profiles), health and nutrition claims, packaging, pricing, marketing and advertising (including restrictions, such as those on promotions or advertising products, with specified nutrient profiles on certain channels or platforms or during certain hours of the day) and other related areas.

Certain countries, jurisdictions and/or retailers (including hobby stores) may decide to prohibit or eliminate the sale of our confections products at front-end and check-out locations at retail. In addition, certain jurisdictions in which our products are sold have imposed, or are considering imposing, taxes, labeling requirements or other limitations on, or regulations pertaining to, the sale of certain of our confections products, ingredients or substances contained in, or attributes of, our confections products, including those that contain added sugars or sodium, exceed a specified caloric content or include specified ingredients.

In addition, various jurisdictions regulate our operations by enforcing standards for select confections products, grading confections products and regulating trade practices related to the sale and pricing of our confections products. At least 25 countries in the EU have implemented extended producer responsibility (“EPR”) policies as part of national packaging waste policies that make manufacturers responsible for the cost of recycling food and beverage packaging after consumers use it. EPR policies are also being contemplated in other jurisdictions around the world, including certain states in the United States.

Our failure to comply with these applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

Strategic Risks

Our success and ability to maintain and grow our business depend on our ability to execute our business strategy, along with a number of factors which are outside of our control.

Our net sales and profitability have grown in recent periods, with such growth partially offset by the effects of the COVID-19 pandemic; however, this should not be considered indicative of our future performance. Our future growth, profitability and cash flows depend upon our ability to successfully grow our business and execute our business strategy, which is dependent upon several factors, including our ability to:

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There can be no assurance that we can successfully execute our business strategy in the manner or time that we expect. Further, achieving these objectives will require investments that may result in short-term costs without generating any incremental sales or cost savings and, therefore, may be dilutive to our earnings, at least in the short term. In addition, we may decide to divest, discontinue or streamline certain brands, products or operations and incur other costs or special charges in doing so. We may also decide to discontinue certain programs or sales to certain retail customers or distributors based on anticipated strategic benefits. The failure to realize the anticipated benefits from our business strategy could have a material adverse effect on our prospects, business, financial condition and results of operations.

Our business is largely dependent on content development and creation by third parties.

We spend considerable resources in designing and developing products in conjunction with planned sporting events, movies, television shows, video games, and other content releases by various third-party content providers. Consumer interest in sports memorabilia can be impacted by the outcome of sporting events and other factors. The timing of the development and release, and the ultimate consumer interest in and success of, such content depends on the efforts of these third parties. We also depend on conditions in the media and entertainment industry generally. We do not control when or if any entertainment project will be greenlit, developed or released, and the creators of such projects may change their plans with respect to release dates or cancel development altogether. This can make it difficult for us to successfully develop and market products in conjunction with a given content release, given the lead times involved in product development and successful marketing efforts. In addition, certain of our licenses relate to future sporting events and there is uncertainty surrounding the popularity of such events and whether such events will occur and in what capacity they will occur. In addition, unforeseen factors in the media and entertainment industry, including strikes, labor unrest and developments with talent, including accusations of a star’s wrongdoing, may also delay or cancel the release of such projects. Any such delay or cancellation may decrease the number of products we sell and harm our business. A Major League Baseball lock-out or other work stoppage, a labor strike in other sports leagues or the cancellation of major sporting events may decrease the demand for our products.

We rely on relationships with sports leagues and teams, professional athletes and athlete organizations, advertisers and other third parties to attract users to our Physical and Digital Sports & Entertainment offerings.

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These relationships along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses direct consumers to our Physical and Digital Sports & Entertainment offerings. In addition, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other fantasy sports and gaming platforms with whom we compete. While we believe there are other third parties that could drive users to our Physical and Digital Sports & Entertainment offerings, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fail to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract consumers cost effectively and harm our business, financial condition and results of operations.

We have an evolving business model and have been expanding our digital ecosystems.

Our business model is undergoing significant innovation and continued transition to utilize various digital ecosystems. In addition to mobile digital applications, we are focused on developing digital collectibles that utilize blockchain technology and non-fungible tokens (“NFT”), and we successfully released several products in 2020, with more planned in the near-term. For example, we successfully released Garbage Pail Kids collections using a blockchain platform in 2020, and we see further opportunity to expand into other properties with this and other digital platforms that protect the authenticity of our consumers’ digital product purchases while providing us with incremental net sales generated through the secondary trading of these digital goods.

There are significant uncertainties with respect to our blockchain and NFT expansion. The technologies supporting blockchain and NFTs are new and rapidly evolving. To the extent these technologies become more widely utilized in the industry, revenues from our mobile digital applications could be negatively impacted. If we fail to explore these new technologies and apply them innovatively to keep our products and services competitive, we may not experience significant growth of our business. Our business may also be adversely impacted if our competitors obtain competing or additional blockchain rights that make our products less desirable. In addition, we may be required to pay significant fees to obtain certain blockchain rights, which may prevent us from profiting from the monetization of these rights. Furthermore, the regulatory environment surrounding these digital technologies is evolving and any unfavorable developments may adversely affect our business. As blockchain and NFT technologies become more widely available, we expect the services and products associated with them to evolve. As a result, to stay current with the industry, our business model may need to evolve as well. While we have devoted significant resources to the utilization of blockchain and NFTs, we may not be able to realize our expected long-term goals. Furthermore, we do not have blockchain rights for all of our licenses, and there is no guarantee that we will be able to obtain blockchain rights for these licenses or additional licenses that we enter into in the future. As a result, our business, financial condition and results of operations may be adversely affected.

Strategic Risks in Our Sports & Entertainment Business

The growth of our Digital Sports & Entertainment business will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition and results of operations.

Our ability to achieve growth in our Digital Sports & Entertainment business in the future will depend, in large part, upon our ability to attract new users, retain existing users and reactivate users in a cost-effective manner. In our Digital Sports & Entertainment business, we rely on a limited number of our total users for a substantial amount of our revenue, and if we fail to grow our user base, including through the reliance on Facebook for advertising and user acquisition, or if user engagement declines, our revenue and operating results could be harmed. Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not achieve the desired return on investment. We have used and expect to continue to use a variety of free and paid marketing channels, in combination with

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compelling offers, events and exciting games or contests to achieve our objectives. For paid marketing, we primarily leverage social media platforms, such as Facebook, Instagram, Twitter, paid and organic search, and other digital channels, such as the Apple App and Google Play platforms. If the search engines on which we rely modify their algorithms, change their terms around digital collectibles apps, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer users may install our app. If links to our apps are not displayed prominently in online search results, if fewer users click through to download our app, if our other digital marketing campaigns are not effective, or if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

In addition, our ability to increase the number of users of our Digital Sports & Entertainment offerings will depend on continued user adoption of our branded applications including Topps® BUNT®, TOPPS® KICK®, Topps® Star Wars^SM: Card Trader, Topps® WWE Slam®, Topps® NHL SKATE^™, The Walking Dead: Card Trader, Marvel Collect! by Topps and Disney Collect! by Topps. Growth in our branded applications and the level of demand for and market acceptance of our Digital Sports & Entertainment offerings will be subject to a high degree of uncertainty. We cannot assure you that consumer adoption of our product offerings will continue or exceed current growth rates, or that the digital collectibles industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our platform to comply with those standards, we may need users to take certain actions to continue utilizing our branded applications, such as performing age verification checks or accepting new terms and conditions or privacy policies. Users may stop using our Digital Sports & Entertainment offerings at any time, including if the quality of the user experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitors.

We cannot assure you that we will be able to design and develop products that will be popular with consumers, or that we will be able to maintain the popularity of successful products. A sustained decline in the popularity of certain types of collectibles and a resulting decrease in demand for our products could adversely impact our business, financial condition and results of operations.

The interests of consumers evolve extremely quickly and can change dramatically from year to year. To be successful, we must correctly anticipate both the products and the sports, television shows, movies, video games and other content releases (including the related players and characters), that will appeal to consumers and quickly develop and introduce products that can compete successfully for consumers’ limited time, attention and spending. Evolving consumer tastes and shifting interests, coupled with an ever changing and expanding pipeline of consumer products and content that compete for consumers’ interest and acceptance, create an environment in which some products and content can fail to achieve consumer acceptance, while others can be popular during a certain period of time but then be rapidly replaced. As a result, consumer products, particularly those based on professional athletes, celebrities and popular licensed content such as ours, can have short life cycles. Temporary popularity or “fads” among collectors, or the popularity of certain trading cards and other collectibles, may lead to short-term or temporary increases, followed by decreases, in the volume and in the average costs that can be generated on such collectibles. This can be particularly common with our products that are seasonal in nature or that have a concentration of demand around the collectible release dates but limited follow-on demand. Trends of this nature may result in significant period-to-period fluctuations in our operating results and could result in declines in our revenue and profitability if we experience increased price competition as a result. We have found over the years that the popularity of certain collectibles can vary due to a number of factors, most of which are outside of our control, including perceived scarcity or lack of scarcity of such collectibles, the performance of certain players and the cultural environment. In addition, given the growing market for digital products and the increasingly digital nature of content, there is also a risk that consumer demand for our physical products may decrease over time. A sustained decline in the popularity of certain types of collectibles and a resulting decrease in demand for our products could adversely impact our business, financial condition and results of operations.

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Consumer demand for sports and entertainment products can and does shift rapidly and without warning.

Even if our product offerings are initially successful, there can be no guarantee that we will be able to maintain their popularity with consumers. Our success will depend, in part, on our ability to continually design and introduce new products that consumers find appealing. To the extent we are unable to do so, our sales and profitability will be adversely affected. Moreover, we are dependent on autographs and relics for our products and any disruption in supply could adversely affect our business. If consumer demand for our Physical Sports & Entertainment products were to decrease, our business, financial condition and results of operations could be adversely affected unless we are able to develop and market additional products that are successful in achieving a similar level of consumer acceptance and that generate an equivalent amount of net sales at a comparable gross margin, which there is no guarantee we would be able to do.

If the mobile applications market fails to grow or is disrupted by new technologies, and we are not able to appropriately adapt our business, our business will suffer.

Most users of our Digital Sports & Entertainment product offerings access such products on mobile devices, and we believe that this will continue to be increasingly important to our long-term success. Our business model depends upon the continued compatibility between our applications and the major mobile operating systems. Third parties with whom we do not have any formal relationships control the design of mobile devices and operating systems. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact the ability to download apps or access specified content on mobile devices. If we fail to deliver updates to our apps to be compatible with new mobile devices and operating systems when commercially introduced, our revenue may suffer.

In addition, we rely upon third-party platforms for distribution of our Digital Sports & Entertainment product offerings. The Topps® BUNT®, TOPPS® KICK®, Topps® Star Wars^SM: Card Trader, Topps® WWE Slam®, Topps® NHL SKATE^™, The Walking Dead: Card Trader, Marvel Collect! by Topps and Disney Collect! by Topps! product offerings are delivered as free applications through both the Apple App and Google Play platforms. The Apple App and Google Play platforms are global application distribution platforms and the main distribution channels for our applications. As such, the promotion, distribution and operation of our applications are subject to the respective distribution platforms’ standard terms and policies for application developers, which are very broad and subject to frequent changes and interpretation and may include the ability to terminate content downloaded by our users. The distribution platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications and with all publishers. We cannot guarantee the renewal or continuation of licensing or other distribution arrangements with these third parties. Moreover, we are dependent on such distribution channels to approve any of our new product releases and to provide timely updates to our applications.

There is no guarantee that popular mobile devices will start or continue to support or feature our product offerings, or that mobile device users will continue to use our product offerings rather than competing products. We are dependent on the interoperability of our platforms with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers, or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.

Moreover, our applications may require high-bandwidth data capabilities in order to provide users a high quality experience. If the growth of high-bandwidth capabilities, particularly for mobile devices, is slower than we expect, our user growth, retention and engagement may be seriously harmed. Additionally, to deliver high-

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quality content over mobile cellular networks, our product offerings must work well with a range of mobile technologies, systems, networks, regulations and standards that we do not control. Any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality and other performance aspects of our platforms, which issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws governing Internet neutrality, could decrease the demand for our products and increase our cost of doing business. Specifically, any laws that would allow mobile providers in the United States to impede access to content or otherwise discriminate against content providers like us, such as providing for faster or better access to our competitors, over their data networks, could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies, systems, networks, regulations or standards. If it becomes more difficult for our users to access and use our Digital Sports & Entertainment offerings on their mobile devices, or if our users choose to use mobile products that do not offer access to our Digital Sports & Entertainment offerings, our user growth, retention and engagement could be seriously harmed. We are also dependent on our license agreements for the licensed material in our products. If we lose a license in our Digital Sports & Entertainment business, we may not be able to ensure our consumers have continued access to the assets created under that license.

In addition, if any of the third-party platforms used for distribution of our Digital Sports & Entertainment applications were to limit or disable advertising on their platforms, either because of technological constraints or because the owner of these distribution platforms wished to impair our ability to serve advertisements on them, our ability to generate revenue could be harmed. Also, technologies may be developed that can block the display of our advertisements. These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively adjust to those changes, there could be an adverse effect on our business, financial condition and results of operations.

Changes in the retail industry and hobby industry and markets for consumer products affecting our retail and hobby customers of our Physical Sports & Entertainment business could negatively impact our business, financial condition and results of operations.

Our physical Sports & Entertainment products are primarily sold to consumers through retailers (including hobby stores) that are our direct customers or customers of our distributors. As such, changes in the retail industry can negatively impact our business, financial condition and results of operations. Due to the challenging environment for traditional “brick-and-mortar” retail locations caused by declining in-store traffic, many retailers are closing physical stores, and some traditional retailers are engaging in significant reorganizations, consolidating, filing for bankruptcy and going out of business. Our retail customers may experience difficulties in fulfilling their payment obligations to us or our distributors, reduce the amount of their purchases, seek extended credit terms or otherwise change their purchasing patterns, alter the manner in which they promote our products or the resources they devote to promoting and selling our products or cease doing business with us or our distributors. If any of our retail customers were to file for bankruptcy, we may be unable to collect amounts owed to us and could even be required to repay certain amounts paid to us prior to the bankruptcy filing. The occurrence of any of these events could have an adverse effect on our business, cash flows, financial condition and results of operations.

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Strategic Risks in Our Confections Business

We must continue to offer new and innovative confections products that meet our consumers’ expectations. An inability to develop and introduce confections products in a timely and cost-effective manner may damage our business.

Our sales and profitability depend on our ability to bring premium novelty confections products to market to meet customer demands. There is no guarantee that we will be able to produce, source and ship existing confections products in a timely manner and on a cost-effective basis to meet constantly changing consumer demands. This risk is heightened by our customers’ increasingly compressed shipping schedules and the seasonality of our business. Moreover, unforeseen delays or difficulties in the development process, significant increases in the planned cost of development, production delays or changes in anticipated consumer demand for our confections products and brands may cause the introduction date for products to be later than anticipated, may reduce or eliminate the profitability of such products or, in some situations, may cause a confections product or new brand introduction to be discontinued.

Prolonged negative perceptions concerning the health, environmental and social implications of certain food products, ingredients, packaging materials, sourcing or production methods could also influence acceptance of some of our confections products. For example, consumers have increasingly focused on well-being, including reducing sugar consumption, as well as the source and authenticity of the foods they consume. In addition, increasing concerns about the environmental impact of packaging materials could result in reduced demand for our products and increased production and distribution costs. We might be unsuccessful in our efforts to effectively respond to changing consumer preferences and social expectations. Continued negative perceptions and failure to satisfy consumer preferences could materially and adversely affect our sales of confections products.

Obesity and other health-related concerns may reduce demand for our Confections products

There is growing concern among consumers, public health professionals and government agencies about the health problems associated with obesity. Increasing public concern about obesity; other health-related public concerns surrounding consumption of confections products; additional governmental regulations concerning the advertising, marketing, labeling, packaging or sale of confections products; and negative publicity resulting from actual or threatened legal actions against us or other companies in our industry relating to the marketing, labeling or sale of confections products may reduce demand for, or increase the cost of, our confections products, which could have a material adverse effect on our business, financial condition and results of operations.

Industry Risks

Our industry is intensely competitive and subject to rapid changes, including technological changes, which may materially and adversely affect our revenues and profitability. If we are unable to compete effectively with existing or new competitors, our sales, market share and profitability could decline.

We operate in the global physical and digital collectible, hobby and game industries. Our consumers and users face a vast array of entertainment choices. Other forms of entertainment, such as television, movies and sporting events, may be perceived by our users to offer greater variety, affordability, interactivity and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our users. If we are unable to sustain sufficient interest in our Sports & Entertainment product offerings in comparison to other forms of entertainment, including new forms of entertainment, our business model may cease to be viable. We also face competition resulting from the launch of new sporting tournaments and leagues. If we are unable to enter into license agreements with these new sporting tournaments and leagues, our business, financial condition and results of operations may be adversely impacted. Moreover, the introduction of such new sporting tournaments and leagues may also have an adverse impact on the value of rights we currently hold in other sporting leagues, such as Bundesliga and the UEFA Champions League. Similarly, our business may be adversely impacted by existing and new competition faced by U.S. sporting tournaments and leagues for which we currently hold licenses.

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The specific industries in which we operate are characterized by dynamic customer demand and technological advances. We may fail to adequately anticipate the commercialization of emerging technologies, such as blockchain, and the development of new markets and applications for our technology, and thereby fail to take advantage of new market opportunities or fall behind early movers in those markets.

There is intense competition among online sports and entertainment providers. Several established, well-financed companies producing interactive entertainment products and services compete with our offerings, and other well-capitalized companies may introduce competitive services. Such competitors may spend more money and time developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features, or services that are like ours or that achieve greater market acceptance. Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns or may adopt more aggressive pricing policies.

In addition to existing competitors, the barriers to entry for new participants in our industry are low, and the increasing use of digital technology, social media and the internet to spark consumer interest has further increased the ability for new participants to enter our markets and has broadened the array of companies we compete with. New participants can gain access to retail customers and consumers and become a significant source of competition for our products in a very short period. Additionally, since we do not have exclusive rights to some of the intellectual property we license from third parties or the related brands, our competitors, including those with more resources and greater economies of scale, can obtain licenses from such third parties to design and sell products based on the same intellectual property and brands that we license, potentially on more favorable terms. Any of these competitors may be able to bring new products to market more quickly, respond more rapidly than us to changes in consumer preferences and produce products of higher quality or that can be sold at more accessible price points. To the extent our competitors’ products achieve greater market acceptance than our products, our business, financial condition and results of operations will be adversely affected.

In addition, certain of our licensors have reserved the rights to manufacture, distribute and sell identical or similar products to those we design and sell under our license agreements. These products could directly compete with our products and could be sold at lower prices than those at which our products are sold, resulting in higher margins for our customers compared to our products, potentially lessening our customers’ demand for our products and adversely affecting our sales and profitability.

We also increasingly compete with companies and other product designers for shelf space at specialty, hobby, mass-market and other retailers. Our retail customers will allocate shelf space and promotional resources based on the margins of our products for our customers, as well as their sales volumes. If companies, including our competitors, produce higher margin or more popular merchandise than our products, our retail customers may reduce purchases of our products and, in turn, devote less shelf space and resources to the sale of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Competition for access to the intellectual property we license is intense, and we must vigorously compete to obtain licenses to the intellectual property we need to produce our products.

Competition for access to intellectual property we license from third parties is intense, and this competition could lessen our ability to secure, maintain, and renew our existing licenses, or require us to pay licensors higher royalties and higher minimum guaranteed payments to obtain new licenses or retain our existing licenses. To the extent we are unable to license intellectual property on commercially reasonable terms, or on terms at least as favorable as our competitors, our competitive position and demand for our products will suffer. Because our ability to compete for licensed intellectual property is based largely on our ability to increase fan engagement and generate royalty revenues for our licensors, any reduction in the demand for and sales of our products will further

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inhibit our ability to obtain licenses on commercially reasonable terms or at all. As a result, any such reduction in the demand for and sales of our products could have a material adverse effect on our business, financial condition and results of operations.

Our Gift Card business could suffer if there is a decline in the attractiveness of Gift Cards to consumers.

Consumer demand for Gift Cards may stagnate or decline. Consumer perception of Gift Cards as impersonal gifts may become more widespread, which may deter consumers from purchasing Gift Cards for gifting purposes in general and through our distribution program in particular. This perception may increase to the extent that electronic Gift Cards become more prevalent. In addition, a move from traditional Gift Cards to other gifting technologies could harm our business. Moreover, during periods of economic uncertainty and decline, consumers may become increasingly concerned about the value of Gift Cards due to fears that content providers may become insolvent and be unable to honor Gift Card balances. Finally, consumers may remain concerned about expiration dates, despite the fact that few Gift Cards are subject to expiration. Decline or stagnation in consumer acceptance of and demand for Gift Cards, or a failure of demand to grow as expected, could have a material adverse effect on our business, results of operations and financial condition.

International Business Risks

Our businesses are subject to risks associated with doing business outside of the United States.

We operate facilities, utilize manufacturers and sell products in numerous countries outside of the United States. International sales represented approximately 15% and 20% of our sales for the years ended January 2, 2021 and December 28, 2019, respectively, which includes digital application sales to international customers, as well as all gift cards sales under master agreements between U.S. domiciled subsidiaries with each client. Additionally, as discussed above, we use third-party manufacturers located in Europe, including Italy, Taiwan, Thailand, China and Mexico to produce certain of our confections and sports and entertainment products. These international sales and manufacturing operations, including operations in emerging markets, are subject to risks that may significantly harm our sales, increase our costs or otherwise damage our business, including:

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Because of the importance of international sales, sourcing and manufacturing to our businesses, our financial condition and results of operations could be significantly harmed if any of the risks described above were to occur or if we are otherwise unsuccessful in managing our increasingly global business.

Information Technology Risks

Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

The secure maintenance and transmission of user information is a critical element of our operations, including product development, management of our supply chain, sale and delivery of our products, financial reporting and various other processes and transactions. Our information technology and other systems that maintain and transmit user information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our users’ information may be lost, disclosed, accessed or taken without their consent. We have experienced cyber-attacks, attempts to breach our systems and other similar incidents in the past. For example, we have been and expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems, including cyber-attacks by third parties who may develop and deploy viruses, worms or other malicious software programs. To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future.

We rely on encryption and authentication technology licensed from third parties to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

In addition, security breaches can also occur because of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity

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and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of user information, including users’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; and litigation, regulatory action and other potential liabilities. Furthermore, the risk of cybersecurity breaches, viruses, cybercrime and software defects, have increased recently due to the swift transition to remote work brought about by the COVID-19 pandemic. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

In addition, any party who can illicitly obtain a user’s password could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition results of operations. In addition, we expect to continue to invest in and implement, modifications and upgrades to our information technology systems and procedures to support our growth and the development of our e-commerce business. These modifications and upgrades could require substantial investment and may not improve our profitability at a level that outweighs their costs, or at all. In addition, the process of implementing any new technology systems involves inherent costs and risks, including potential delays and system failures, the potential disruption of our internal control structure, the diversion of management’s time and attention, and the need to re-train or hire new employees, any of which could disrupt our business operations and have a material adverse effect on our business, financial condition and results of operations.

Systems failures and resulting interruptions in the availability of our Digital Sports & Entertainment applications, Gift Cards or platform could adversely affect our business, financial condition, and results of operations.

It is always critical to our success that consumers be able to access our Digital Sports & Entertainment applications or Gift Cards. Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation or other performance problems because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, infrastructure changes, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft, and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our customer-facing systems. These system failures generally occur either as a result of software updates being deployed with unexpected errors or as a result of temporary infrastructure failures related to storage, network or computer

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capacity being exhausted. These events may have resulted in losses in revenue; however, we believe that any such losses have not been material to date. System failures in the future could result in significant losses of revenue. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period. A prolonged interruption in the availability or reduction in the availability, speed or other functionality of our Digital Sports & Entertainment applications or Gift Cards, as applicable, could adversely affect our business and reputation and could result in the loss of users.

Intellectual Property and License Risks

We may not realize the full benefit of our licenses if the licensed material has less market appeal than expected, or if revenue from the licensed property does not exceed minimum guaranteed royalties.

We sell products based on intellectual property and other rights owned by third parties and individuals and licensed to us. Our sports products are generally produced under license agreements with individual athletes and/or their players’ associations, as well as under licensing bodies such as Major League Baseball, Major League Soccer, National Hockey League, UEFA, Bundesliga and individual clubs. The popularity of the intellectual property we license from third parties can significantly affect our sales and profitability. The success of our products featuring individual athletes or professional sports leagues depend on the success of the athletes and their teams, and the popularity of their professional sports leagues.

We also produce products under license from media and entertainment companies, including Star Wars, World Wrestling Entertainment, Marvel and Disney. If we produce products based on a particular content release, the success of the content has a critical impact on the level of consumer interest in the associated products we are offering. Although we license a wide variety of intellectual property, sales of products tied to major movie, television or streaming franchises have been significant contributors to our business. This may make it increasingly difficult for us to sell products based on such intellectual property or lead our customers to reduce demand for our products to minimize inventory risk. If the performance of one or more of such movie, television or streaming franchises failed to meet expectations or if there was a shift in consumer tastes away from such franchises generally, our results of operations could be adversely affected. In addition, competition in our industry for access to licensed intellectual property can lessen our ability to secure, maintain, and renew our existing licenses on commercially reasonable terms, if at all, and to attract and retain the talented employees necessary to design, develop and market successful products based on the licensed intellectual property.

Additionally, we have no guarantee that any license we hold will translate into a successful product. Products tied to particular content may be developed and released before demand for the underlying content is known. The underperformance of any such product may result in reduced sales and operating profit for us.

Our current licenses require us to pay minimum royalties.

Sales of products featuring intellectual property licensed from others account for a substantial portion of our revenue. Product licenses allow us to capitalize on names, characters, designs, concepts and content owned by others. Our license agreements generally require us to make specified minimum amounts of royalty payments, regardless of the level of sales. Some of our license agreements have additional requirements for marketing spend for the content licensed. Some of our license agreements disallow or limit certain credits and deductions from the sales base on which royalties are calculated. In addition, under certain of our license agreements, if we fail to achieve certain prescribed sales targets, we may be unable to retain or renew these licenses which may adversely impact our business, financial condition and results of operations. Many of our license agreements, although multi-year in duration, require us to pay a minimum level of royalties annually that cannot be recouped following expiration of the applicable sales period (often 12 months). As a result, sudden shocks to the market, such as those that have occurred with the COVID-19 pandemic or when a foundational retailer becomes bankrupt, would leave us with such minimum royalty obligations unless the relevant licensors are willing to renegotiate terms bearing in mind the unexpected nature of the market shock. Contractual minimal

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royalty payments, some of which are not substantial, are generally fixed and determined upon signing the license agreement, so these market shocks could have a negative impact on our business, financial condition and results of operations for multiple years given the nature, timing and effect of the shock.

Our business is highly dependent upon our license agreements with third parties, and a limited number of our licensors account for a large portion of our net sales. If we lose a license, we may not be able to ensure our consumers have continued access to the digital assets created under that license. In addition, such licenses may be difficult and expensive to obtain and, in some cases, retain.

A limited number of licensors account for a large portion of our net sales. We derive a significant portion of our net sales from a limited number of licensors, and a substantial portion of our revenue is derived from products under license with Major League Baseball Properties and Major League Baseball Players Association. Our inability to renew or retain our licenses with Major League Baseball Properties and Major League Baseball Players Association would, and our inability to renew or retain our licenses with our other licensors may, have a material adverse effect on our business, financial condition and results of operations.

New licenses can be difficult and expensive to obtain and, in some cases, retain. Our continued success will substantially depend upon our ability to maintain existing licenses, which have varying expiration dates, and obtain new additional licenses. Intense competition exists for desirable licenses in our industry. We cannot assure you that we will be able to secure or renew significant licenses on terms acceptable to us. In addition, as we add licenses, the need to fund additional overhead, capital expenditures, royalty advances and guaranteed minimum royalty payments may strain our cash resources. Licensors often require cash advance payments upon signing agreements to be applied against future minimum royalty obligations, which require us to pay out cash several quarters prior to our ability to ship, invoice and ultimately collect revenue from the related product sales.

We are dependent on the timely approval of content from our licensors, and some of our licenses are restricted as to use and include other restrictive provisions. Under many of our license agreements, the licensors have the right to review and approve our use of their licensed intellectual property before we may make any sales (including the specific content and depth of content). If a licensor refuses to permit our use of any licensed intellectual property in the way we propose, or if their review process is delayed, our development or sale of new products could be impeded. Our licensing agreements include other restrictive provisions, such as limitations of the time period in which we have to sell existing inventory upon expiration of the license, requiring licensor approval of contract manufacturers and approval of marketing and promotional materials, limitations on channels of distribution, including internet sales, change of ownership clauses that require licensor approval of such change and may require a fee to be paid under certain circumstances and various other provisions that may have an adverse impact on our business, financial condition and results of operations.

If we or our licensors are unable to obtain, maintain and protect our intellectual property rights, in particular trademarks and copyrights, our ability to compete could be negatively impacted.

The market for our products depends to a significant extent upon the value associated with our product design, our proprietary brands and the intellectual property we license from third parties. Although certain of our intellectual property is registered in the United States and in several of the foreign countries in which we operate, there can be no assurances with respect to the rights associated with such intellectual property in those countries, including our ability to register, use, maintain or defend key trademarks and copyrights. We rely on a combination of trademark, trade dress, copyright, patent and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual property or other proprietary rights. However, these laws, procedures and restrictions provide only limited and uncertain protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated, including by counterfeiters and parallel importers. In addition, our intellectual property portfolio in many foreign countries is less extensive than our portfolio in the United States, and the laws of foreign countries, including many emerging markets in which our products are produced or sold, may not protect our intellectual property

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rights to the same extent as the laws of the United States. The costs required to protect our intellectual property may be substantial.

In addition, we may fail to apply for, or be unable to obtain, protection for certain aspects of the intellectual property used in or beneficial to our business. Further, we cannot provide assurance that our applications for trademarks, copyrights and other intellectual property rights will be granted, or, if granted, will provide meaningful protection. In addition, third parties have in the past and could in the future bring infringement, invalidity or similar claims with respect to any of our current trademarks and copyrights, or any trademarks or copyrights that we may seek to obtain in the future. Any such claims, whether or not successful, could be extremely costly to defend, divert management’s attention and resources, damage our reputation and brands, and substantially harm our business and results of operations.

To protect or enforce our intellectual property and other proprietary rights, or to determine the enforceability, scope or validity of the intellectual or proprietary rights of others, we may initiate litigation or other proceedings against third parties. Any lawsuits or proceedings that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. Litigation and other proceedings also put our intellectual property at risk of being invalidated, or if not invalidated, may result in the scope of our intellectual property rights being narrowed. In addition, our efforts to try to protect and defend our trademarks and copyrights may be ineffective. Additionally, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits or other proceedings that we initiate, and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence of any of these events may have a material adverse effect on our business, financial condition and results of operations.

In addition, most of our products bear the trademarks and other intellectual property rights of our licensors, and the value of our products is affected by the value of those rights. Our licensors’ ability to maintain and protect their trademarks and other intellectual property rights is subject to risks similar to those described above with respect to our intellectual property. We do not control the protection of the trademarks and other intellectual property rights of our licensors and cannot ensure that our licensors will be able to secure or protect their trademarks and other intellectual property rights. The loss of any of our significant owned or licensed trademarks, copyrights or other intellectual property could have a material adverse effect on our ability to compete and on our business, financial condition and results of operations. In addition, our licensors may engage in activities or otherwise be subject to negative publicity that could harm their reputation and impair the value of the intellectual property rights we license from them, which could reduce consumer demand for our products and adversely affect our business, financial condition and results of operations.

Failure to adequately protect the confidentiality of our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.

We largely rely on our own security systems and confidentiality procedures, including employee nondisclosure agreements for certain employees, to maintain the confidentiality and security of our trade secrets, know-how, proprietary applications, business processes and other proprietary information. If third parties gain unauthorized access to our information systems or if our proprietary information is misappropriated, it may have a material adverse effect on our business, financial condition and results of operations. Trade secrets laws offer limited protection against third party development of competitive products or services. Enforcing a claim that a third party illegally obtained and is using any of our proprietary information or technology is expensive and time consuming, and the outcome is unpredictable. The failure to adequately protect our proprietary information could have a material adverse effect on our business, financial condition and results of operations.

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Liquidity and Financing Risks

Our indebtedness could adversely affect our financial health and competitive position

As of January 2, 2021, we had $198.1 million of indebtedness outstanding under our Senior Secured Credit Facilities, consisting of $194.6 million outstanding under our Term Loan Facility and zero outstanding under our Revolving Credit Facility (net of $3.5 million of debt discounts and issuance costs).

In order to service this indebtedness and any additional indebtedness we may incur in the future, we need to generate cash. Our ability to generate cash is subject, to a certain extent, on our ability to successfully execute our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control. We cannot assure you that our business will be able to generate sufficient cash flow from operations or that future borrowings or other financing will be available to us in an amount sufficient to enable us to service our indebtedness and fund our other liquidity needs. To the extent we are required to use our cash flow from operations or the proceeds of any future financing to service our indebtedness instead of funding working capital, capital expenditures or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally. This will place us at a competitive disadvantage compared to our competitors that have less indebtedness.

In addition, the credit agreement governing our Senior Secured Credit Facilities contains, and any agreements evidencing or governing other future indebtedness may contain, certain restrictive covenants that limit our ability, among other things, to engage in certain activities that are in our long-term best interests, including our ability to:

The restrictive covenants in the credit agreement governing our Senior Secured Credit Facilities also require us to maintain a maximum first lien net leverage ratio. While we are not in breach of any of these covenants, there can be no guarantee that we will not breach these covenants in the future. Our ability to comply with these covenants and restrictions may be affected by events and factors beyond our control. Our failure to comply with any of these covenants or restrictions could result in an event of default under our Senior Secured Credit Facilities. This would permit the lending banks under such facilities to take certain actions, including terminating all outstanding commitments and declaring all amounts due under our credit agreement to be immediately due and payable, including all outstanding borrowings, accrued and unpaid interest thereon, and prepayment premiums with respect to such borrowings and any terminated commitments. In addition, the lenders would have the right to proceed against the collateral we granted to them, which includes substantially all our assets. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to MUDS and the Business Combination

MUDS’ initial stockholders have agreed to vote in favor of the business combination, regardless of how MUDS’ public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, MUDS’ initial stockholders have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement, MUDS’ initial stockholders own shares equal to approximately 20% of MUDS’ issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if MUDS’ initial stockholders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the MUDS Board and certain MUDS officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement.

In considering the recommendation of the MUDS Board to vote for the proposals presented at the special meeting, including the business combination proposal, you should be aware that aside from their interests as stockholders, the Sponsor and certain members of the MUDS Board and officers of MUDS have interests in the business combination that are different from, or in addition to, the interests of MUDS stockholders generally. These interests include:

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The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Topps and completing a business combination with Topps. This risk may become more acute as the deadline of September 10, 2022 for completing and initial business combination nears:

The MUDS Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the MUDS stockholders that they vote “FOR” the proposals presented at the special meeting.

The NASDAQ may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock and public warrants are currently listed on the NASDAQ and will be listed on the NASDAQ upon consummation of the business combination. Our continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that MUDS will be able to comply with the continued listing standards of NASDAQ following the business combination. If, after the business combination, NASDAQ delists Class A common stock from trading on its exchange for failure to meet the listing standards, MUDS stockholders could face significant material adverse consequences including:

The MUDS Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.

The MUDS Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transactions. The officers and directors of MUDS have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of MUDS’ financial and other advisors enabled them to perform the necessary analyses and make determinations regarding the Transactions. Accordingly, investors will be relying solely on the judgment of the MUDS Board in valuing Topps’ business, and assuming the risk that the MUDS Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact MUDS’ ability to consummate the business combination.

Future resales of our outstanding shares may cause the market price of our securities to drop significantly, even if our business is doing well.

MUDS will have approximately 72,527,841 shares of Class A common stock outstanding immediately following the consummation of the business combination (assuming that no shares of Class A common stock are

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elected to be redeemed by MUDS stockholders), and there may be a large number of shares of Class A common stock sold in the market following the consummation of the business combination, or shortly thereafter.

MUDS will enter into the Registration Rights Agreement with the Sponsor, Tornante, MDP and certain parties listed therein, pursuant to which, among other things, such stockholders will be entitled to customary registration rights following their respective lock-up periods. The sale or possibility of sale of these securities could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our common stock.

If third parties bring claims against MUDS, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share. In such event, MUDS directors may decide not to enforce the indemnification obligation of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to public stockholders.

MUDS’ placing of funds in the trust account may not protect those funds from third-party claims against it. Although MUDS will seek to have all vendors, service providers (other than MUDS’ independent auditors), prospective target businesses or other entities with which MUDS does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any funds held in the trust account for the benefit of public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against MUDS’ assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the funds held in the trust account, MUDS’ management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to it than any alternative.

Examples of possible instances where MUDS may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with MUDS and will not seek recourse against the trust account for any reason. Upon redemption of public shares, if MUDS is unable to complete the business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the business combination, MUDS will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.15 per share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to MUDS if and to the extent any claims by a vendor for services rendered or products sold to MUDS, or a prospective target business with which MUDS has discussed entering into a business combination agreement, reduce the amount of funds in the trust account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of the MUDS IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. MUDS has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and MUDS has not asked the sponsor to reserve for such indemnification obligations.

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These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of MUDS’ independent directors has a direct or indirect interest in the Sponsor. In considering the recommendations of the MUDS Board to vote for the business combination proposal and the other proposals described in this proxy statement, MUDS stockholders should consider these interests.

The exercise of MUDS’ directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in MUDS stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require MUDS to agree to amend the Merger Agreement, to consent to certain actions taken by Topps or to waive rights that MUDS is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Topps’ business, a request by Topps to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Topps’ business and would entitle MUDS to terminate the Merger Agreement. In any of such circumstances, it would be at MUDS’ discretion, acting through the MUDS Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for MUDS and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, MUDS does not believe there will be any material changes or waivers that MUDS’ directors and officers would be likely to make after the mailing of this proxy statement. MUDS will circulate a new or amended proxy statement or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

If MUDS is unable to complete the Transactions or another initial business combination by September 10, 2022 MUDS will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the MUDS Board, dissolving and liquidating. In such event, third parties may bring claims against MUDS and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.15 per share.

Under the terms of MUDS’ existing certificate of incorporation, MUDS must complete a business combination before the end of the completion window, or MUDS must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the MUDS Board, dissolving and liquidating. In such event, third parties may bring claims against MUDS. Although MUDS has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of MUDS’ public stockholders. If MUDS is unable to complete a business combination within the completion window, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable (subject to certain exceptions).

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Additionally, if MUDS is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if MUDS otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, MUDS may not be able to return to its public stockholders at least $10.15 per share.

MUDS stockholders may be held liable for claims by third parties against MUDS to the extent of distributions received by them.

If MUDS is unable to complete the Transactions or another business combination within the completion window, MUDS will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the MUDS Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. MUDS cannot assure you that it will properly assess all claims that may be potentially brought against MUDS. As such, MUDS stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, MUDS cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by MUDS.

If MUDS files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by MUDS stockholders. Furthermore, because MUDS intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the MUDS Board may be viewed as having breached their fiduciary duties to MUDS’ creditors and/or may have acted in bad faith, and thereby exposing itself and MUDS to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. MUDS cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing MUDS stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement could have a depressive effect on MUDS’ stock.

At any time when they are not then aware of any material non-public information not disclosed to the seller (or if such purchases are prohibited under Regulation M under the Exchange Act), the Sponsor or MUDS’ directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately-negotiated transactions or in the open market. There is no limit on the number of shares or warrants that may be purchased in such transactions, subject to compliance with applicable law and Nasdaq rules. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding. Any such purchases of MUDS securities may result in the completion of the initial business combination in circumstances that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of MUDS securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of MUDS securities on a national securities exchange.

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To the extent that the Sponsor or MUDS’ directors, officers, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination, whether or not such stockholder has already submitted a proxy with respect to the business combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with the initial business combination.

MUDS stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A common stock as consideration in the business combination and the PIPE Investment. Having a minority share position may reduce the influence that MUDS’ current stockholders have on the management of MUDS.

It is anticipated that, upon completion of the business combination, (i) assuming that no shares of Class A Common Stock are elected to be redeemed by MUDS stockholders, (ii) excluding the impact of the shares of Class A common stock underlying the warrants, (iii) assuming the Backstop Amount is fully funded and (iv) excluding the Holder Earnout Shares (which will by their terms be entitled to vote from the time of issuance), the varying ownership levels in the post-combination company will be as set forth below:

These levels of ownership interest exclude the impact of the shares of Class A common stock underlying the warrants.

Having a minority ownership interest in the post-combination company may reduce the influence that MUDS’ public stockholders have on the management of MUDS.

A significant portion of Class A common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of common stock in the public market could occur at any time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Class A common stock.

In connection with the consummation of the business combination, MUDS will enter into the Registration Rights Agreement with the Sponsor, Tornante, MDP and certain parties listed therein, pursuant to which such stockholders will be entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. MUDS may be required to register up to approximately [●] million shares of Class A common stock pursuant to the Registration Rights Agreement. The parties to the Registration Rights Agreement will be subject (subject to customary exceptions, including for permitted transfers) to a contractual lock-up on the sale of common stock as follows: (a) in the case of the Sponsor, (i) with respect to the shares it receives upon conversion of the founder shares (but not shares received in respect of its Backstop Amount), 12 months from the Closing (subject to earlier termination if common stock trades above $12.00 for 20 trading days in any 30 consecutive trading days beginning 150 days after the Closing), and (ii) with respect to its warrants, 30 days after the Closing and (b) in the case of all other parties thereto (including

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Tornante Topps LLC and investment funds affiliated with Madison Dearborn Partners, LLC), 6 months from the Closing. The Class B common stock received by Topps’ equityholders is also subject to lock-up until such later date as there has been a triggering event with respect to such shares.

The Sponsor, Tornante, MDP and the PIPE Investors will beneficially own a significant equity interest in MUDS and may take actions that conflict with your interests.

The interests of Sponsor, Tornante, MDP and the PIPE Investors may not align with the interests of MUDS and its other stockholders. The Sponsor, Tornante and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with MUDS. The Sponsor, Tornante and the PIPE Investors, and their respective affiliates, may also pursue acquisition opportunities that may be complementary to MUDS’ business and, as a result, those acquisition opportunities may not be available to us.

The Charter provides that the post-combination company’s directors and officers, including those affiliated with Tornante or MDP, may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered that are not expressly offered to them in their capacities as directors or officers of the Company. The Charter also provides that such persons do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as MUDS or any of its subsidiaries.

We will qualify as, and intend to elect to be treated as, a “controlled company” within the meaning of the NASDAQ listing standards and, as a result, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors is held by an individual, a group or another company, we will qualify as a “controlled company” under the NASDAQ listing requirements. Following the completion of the Transactions, Tornante will control a majority of the voting power of our outstanding capital stock. As a result, we will qualify as, and intend to elect to be treated as, a “controlled company” under the NASDAQ listing standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of “independent directors,” as defined under the listing standards of NASDAQ; (ii) a nominating and corporate governance committee comprised solely of independent directors; and (iii) a compensation committee comprised solely of independent directors.

Tornante may have its interest in us diluted due to future equity issuances or its own actions in selling shares of Class A common stock, in each case, which could result in a loss of the “controlled company” exemption under the NASDAQ listing rules. We would then be required to comply with those provisions of the NASDAQ listing requirements.

Our dual class capital structure will have the effect of concentrating voting power with Tornante, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Our Class E common stock will be entitled to 10 votes per share, while shares of Class A common stock and Class B common stock will be entitled to one vote per share. Upon the consummation of the Transactions, Tornante, will hold all of the issued and outstanding shares of Class E common stock. Accordingly, upon the consummation of the Transactions, Tornante will hold approximately [●] of the voting power of our capital stock on a fully-diluted basis and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Tornante may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of the Company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of

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a sale of MUDS, and might ultimately affect the market price of shares of Class A common stock. For information about our dual class structure, please see the section titled “Description of Securities.”

We cannot predict the impact our dual class capital structure may have on the stock price of Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. Under these policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations as compared to similar companies that are included. As a result, the market price of shares of Class A common stock could be adversely affected.

We may issue additional shares of Class A common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of Class A common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of Class A common stock or other equity securities of equal or senior rank could have the following effects:

We have no operating history and our results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement.

MUDS is a blank check company with no operating history or results.

This proxy statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of loss of the post-combination company combines the historical audited results of operations of MUDS for the year ended December 31, 2020 and the unaudited results of MUDS for the three months ended March 31, 2021, with the historical audited results of operations of Topps for the year ended January 2, 2021 and the unaudited results of Topps for the three months ended March 31, 2021 respectively, and gives pro forma effect to the business combination as if it had been consummated on December 31, 2020. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical balance sheets of MUDS as of December 31, 2020 and of Topps as of January 2, 2021 and gives pro forma effect to the business combination as if it had been consummated on December 31, 2020.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial

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position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

We are subject to complex securities laws and regulations and accounting principles and interpretations. The preparation of our financial statements requires us to interpret accounting principles and guidance and to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. We base our interpretations, estimates and judgments on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for the preparation of our financial statements. GAAP presentation is subject to interpretation by the SEC, the Financial Accounting Standards Board and various other bodies formed to interpret and create appropriate accounting principles and guidance. If one of these bodies disagrees with our accounting recognition, measurement or disclosure or any of our accounting interpretations, estimates or assumptions, it may have a significant effect on our reported results and may retroactively affect previously reported results.

On April 12, 2021, the staff (the “SEC Staff”) of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”).” In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on December 10, 2020 and December 14, 2020, the outstanding warrants were accounted for as equity within our balance sheet. After discussion and evaluation, including with our independent registered public accounting firm and the audit committee of the MUDS Board (the “Audit Committee”), and taking into consideration the SEC Staff Statement, we reevaluated the accounting treatment of our 15,812,500 public warrants and 12,818,750 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result of the foregoing, on May 10, 2021, the Audit Committee concluded, in consultation with our management, that its previously issued financial statements for the periods beginning with the period from July 30, 2020 (date of inception) through December 31, 2020 should be restated (the “Restatement”) because of a misapplication of the guidance around accounting for the warrants and should no longer be relied upon.

As a result, included on our consolidated balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging, provides for the re-measurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

No assurance can be given that additional guidance or new regulations or accounting principles and interpretations will not be released that would require us to reclassify our warrants as liabilities measured at fair value, with changes in fair value reported each period in earnings and/or require a restatement of our financial statements with respect to treatment of the warrants.

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Any restatement of our financial results could, among other potential adverse effects:

We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If we are unable to develop and maintain an effective system of internal control over financial reporting, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Statement, on May 10, 2021, after consultation with our independent registered public accounting firm, our management and the Audit Committee concluded that, in light of the SEC Statement, it was appropriate to initiate the Restatement. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We and, following the Transactions, the post-combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness we identified in our internal controls over financial reporting (see above), the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, the Financial Accounting Standards Board and various other bodies formed to interpret and create appropriate accounting principles and guidance we and, following the Transactions, the post-combination company, face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial

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statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Transactions.

Topps’ financial forecasts, which were presented to the MUDS Board and are included in this proxy statement, may not prove accurate.

In connection with the Transactions, MUDS’ management presented certain forecasted financial information for Topps to the MUDS Board, which was internally prepared and provided by Topps. The forecasts were based on numerous variables and assumptions known to Topps at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Topps. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Topps (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology, and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

Termination of the Merger Agreement could negatively impact MUDS.

If the business combination is not completed for any reason, including as a result of MUDS’ stockholders declining to approve the proposals required to effect the business combination, the ongoing businesses of MUDS may be adversely impacted and, without realizing any of the anticipated benefits of completing the business combination, MUDS would be subject to a number of risks, including the following:

If the Merger Agreement is terminated and the MUDS Board seeks another merger or business combination, MUDS stockholders cannot be certain that MUDS will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed.

Even if MUDS consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of the warrants may be amended.

The exercise price for the public warrants is $11.50 per share of Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

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If MUDS is unable to complete an initial business combination, MUDS’ warrants may expire worthless.

If MUDS is unable to complete an initial business combination, MUDS’ warrants may expire worthless.

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of Topps. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel, including the key personnel of Topps. We anticipate that some or all of the management of Topps will remain in place. Topps’ success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Topps’ officers could have a material adverse effect on Topps’ business, financial condition, or operating results.

MUDS and Topps will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on MUDS and Topps. These uncertainties may impair our or Topps’ ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Topps’ business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

MUDS could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions and changes in tax law could reduce MUDS’ after-tax income and adversely affect MUDS’ business and financial condition. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “ Tax Act”), enacted in December 2017, resulted in fundamental changes to the U.S. Internal Revenue Code of 1986 (the “Code”), as amended, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect us, Topps, or its subsidiaries. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, or effect other changes that could have a material adverse effect on MUDS’ financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, MUDS’ effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex and often open to interpretation. In the future, the tax authorities could challenge MUDS’ interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to MUDS’ income tax provision that could increase MUDS’ effective tax rate.

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Subsequent to the completion of the business combination, MUDS may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on MUDS’ financial condition, results of operations and MUDS’ stock price, which could cause you to lose some or all of your investment.

Although MUDS has conducted due diligence on the Topps business, MUDS cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Topps business and outside of MUDS’ and Topps’ control will not later arise. As a result of these factors, MUDS may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if MUDS’ due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with MUDS’ preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on MUDS’ liquidity, charges of this nature could contribute to negative market perceptions about MUDS or its securities. Accordingly, any of MUDS stockholders who choose to remain our stockholders following the business combination could suffer a reduction in the value of their shares.

Following the consummation of the business combination, our only significant asset will be our ownership interest in the Topps business and such ownership may not be sufficiently profitable or valuable to enable us to pay any dividends on our Class A common stock or satisfy our other financial obligations.

Following the consummation of the business combination, we will have no direct operations and no significant assets other than its ownership interest in the Topps business. We will depend on the Topps business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to Class A common stock. The earnings from, or other available assets of, the Topps business may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the common stock or satisfy its other financial obligations.

Please see the sections titled “MUDS’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Topps’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

Delaware law, the Charter and the Amended and Restated Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Charter and Amended and Restated Bylaws that will be in effect upon completion of the Transactions differ from MUDS’ existing Amended and Restated Certificate of Incorporation and Bylaws. The Charter and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Post-Closing Board and therefore depress the trading price of our Class A common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the Post-Closing Board or taking other corporate actions, including effecting changes in management. Among other things, the Charter and Amended and Restated Bylaws include provisions regarding:

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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Post-Closing Board or management. In addition, as a Delaware corporation, the post-combination company will generally be subject to provisions of Delaware law, including the DGCL, although the post-combination company will elect not to be governed by Section 203 of the DGCL.

Any provision of the Charter, Amended and Restated Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our common stock.

In addition, the provisions of the Investor Rights Agreement, as described below, provide the stockholders party thereto with certain board representation and other consent rights that could also have the effect of delaying or preventing a change in control.

The Charter designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit the ability of stockholders to obtain a favorable judicial forum for disputes with or with our directors, officers or employees and may discourage stockholders from bringing such claims.

Under the Charter, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum will be the Delaware Court of Chancery (or, in the event that the Delaware Court of Chancery lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall, to the fullest extent permitted by law, be another state or federal court located within the State of Delaware, in each such case):

Notwithstanding the foregoing, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of

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action arising under the Securities Act of 1933, and the Charter does not preclude or contract the scope of exclusive federal jurisdiction for suits brought under the Securities Exchange Act of 1934. These provisions of the Charter could limit the ability of stockholders to obtain a favorable judicial forum for certain disputes with or with its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of the Charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.

Subsequent to the completion of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Although MUDS has conducted due diligence on the Topps business, MUDS cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Topps business and outside of MUDS’ and Topps’ control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if MUDS’ due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with MUDS’ preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, charges of this nature could contribute to negative market perceptions about us or our securities. Accordingly, any of MUDS stockholders who choose to remain stockholders of the Company following the business combination could suffer a reduction in the value of their shares.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of our securities following the consummation of the business combination may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the Topps business and trading in shares of Class A common stock has not been active. Accordingly, the valuation ascribed to the Topps business and Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of the Class A common stock following the business combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for MUDS’ securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations. The trading price of the Class A common stock following the business combination will depend on many factors, including those described in the “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in the Class A common stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

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Factors affecting the trading price of our securities following the business combination may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NASDAQ have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our Class A common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

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Our quarterly operating results may fluctuate significantly following the business combination.

Our quarterly operating results may fluctuate significantly because of several factors, including:

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our markets, or if they change their recommendations regarding Class A common stock adversely, then the price and trading volume of Class A common stock could decline.

The trading market for Class A common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business and operations, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of Class A common stock would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of the Class A common stock will develop.

MUDS is currently a blank check company and there has not been a public market for shares of Topps common stock since it is a private company. A liquid trading market for Class A common stock may never develop.

In the absence of a liquid public trading market:

We may be unable to obtain additional financing to fund our operations or growth.

We may require additional financing to fund our or growth. The failure to secure additional financing could have a material adverse effect on our continued development or growth. None of our officers, directors or stockholders will be obligated to provide any financing to us after the business combination.

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Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We will be subject to laws, regulations and rules enacted by national, regional and local governments and the NASDAQ. In particular, we will be required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following December 10, 2025, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three- year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find Class A common stock less attractive because we rely on these exemptions. If some investors find Class A common stock less attractive as a result, there may be a less active trading market for Class A common stock and our stock price may be more volatile.

Risks Related to the Redemption

You must tender your shares of Class A common stock in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to MUDS’ transfer agent or to deliver your shares of common stock to the transfer

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agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

MUDS does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of MUDS stockholders do not agree.

MUDS’ existing certificate of incorporation does not provide a specified maximum redemption threshold, except that MUDS will not redeem public shares in an amount that would cause MUDS’ net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Merger Agreement provides that MUDS’ and Topps’ respective obligations to consummate the business combination are conditioned on MUDS having at least $5,000,001 of net tangible assets as of the closing of the Transactions. Additionally, (a) the obligations of Topps to consummate the Transactions are conditioned upon, among others, the amount of Available Closing Buyer Cash being no less than $350 million as of the closing of the Transactions and (b) the obligations of MUDS to consummate the Transactions are conditioned upon, among others, the amount of Available Closing Buyer Cash being no less than $350 million minus the Backstop Amount. As a result, MUDS may be able to complete the business combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their affiliates. As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by MUDS or the persons described above have been entered into with any such investor or holder. MUDS will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described in this proxy statement) at the special meeting.

In the event that the aggregate cash consideration that MUDS would be required to pay for all shares of Class A common stock that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash conditions pursuant to the terms of the Merger Agreement, exceeds the aggregate amount of cash available to MUDS, MUDS may not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof and MUDS may instead search for an alternate business combination.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares unless such stockholder first obtains MUDS’ prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, MUDS will require each public stockholder seeking to exercise redemption rights to certify to MUDS whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to MUDS at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which MUDS makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over MUDS’ ability to consummate the business combination and you could suffer a material loss on your investment in MUDS if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions

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with respect to such excess shares if MUDS consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. MUDS cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of shares of Class A common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge MUDS’ determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, MUDS stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of MUDS might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Stockholders of MUDS who wish to redeem their shares of Class A common stock for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of Class A common stock for a pro rata portion of the funds held in the trust account.

Stockholders electing to redeem their shares of Class A common stock will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination. Please see the section entitled “Special Meeting of MUDS Stockholders — Redemption Rights” of this proxy statement for additional information on how to exercise your redemption rights.

If, despite MUDS’ compliance with the proxy rules, a stockholder fails to receive MUDS proxy materials, such stockholder may not become aware of the opportunity to redeem its shares of Class A common stock. In addition, the proxy materials that MUDS is furnishing to holders of public shares of Class A common stock in connection with the business combination describes the various procedures that must be complied with in order to validly redeem public shares of Class A common stock. In the event that a stockholder fails to comply with these procedures, its shares of Class A common stock may not be redeemed.

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