UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
Commission File Number: 001-39440
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(Check one):
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
N/A
PART I REGISTRANT INFORMATION
REDBALL ACQUISITION CORP.
(Full Name of Registrant)
(Former Name if Applicable)
667
Madison Avenue, 16th Floor
Address of Principal Executive Office
New York, New York 10065
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant
to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
RedBall Acquisition Corp. (the
Company) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the Q1
2021 Form 10-Q) by the prescribed due date for the reasons described below.
On April 12, 2021, the
staff of the U.S. Securities and Exchange Commission (the SEC Staff) issued a public statement entitled the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (SPACs) (the SEC Staff Statement), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants.
The Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of
the process for determining the appropriate treatment of its public and private placement warrants in accordance with the SEC Staff Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q
by the required due date of May 17, 2021 without unreasonable effort and expense.
PART IV OTHER
INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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David Grochow
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(212)
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235-1000
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☐ No ☒
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Disclosures About Forward-Looking Statements
Certain statements included in this Current Report on Form 12b-25, which are not historical facts, are forward-looking
statements. Such forward-looking statements speak only as of the date of this Current Report. These forward-looking statements can be identified by the use of forward-looking terminology, including the words expects, may,
will, projects, or should, or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such
statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are
based on managements current expectations, but actual results may differ materially due to various factors, including, but not limited to, a variety of risk factors affecting the Companys business and prospects disclosed in the
Companys annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The forward-looking statements contained in this Current Report are based on our current expectations and beliefs concerning future
developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and 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 in the Companys annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no 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. These risks and others described under Risk Factors in the Companys annual, quarterly reports and subsequent reports filed with
the SEC, as amended from time to time may not be exhaustive.
REDBALL ACQUISITION CORP.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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May 18, 2021
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By:
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/s/ David Grochow
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David Grochow
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Chief Financial Officer
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