Table of Contents As filed with the Securities and Exchange Commission on April 26, 2021. Registration No. 333-254908 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Endeavor Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7900 83-3340169 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 9601 Wilshire Boulevard, 3rd Floor Beverly Hills, CA 90210 (310) 285-9000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Jason Lublin Chief Financial Officer 9601 Wilshire Boulevard, 3rd Floor Beverly Hills, CA 90210 (310) 285-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Justin G. Hamill, Esq. Seth Krauss, Esq. Thomas Holden, Esq. Marc D. Jaffe, Esq. Chief Legal Officer Rachel Phillips, Esq. Ian D. Schuman, Esq. Robert Hilton, Esq. Ropes & Gray LLP Benjamin J. Cohen, Esq. Senior Vice President, Associate General Counsel & 1211 Avenue of the Americas Latham & Watkins LLP Corporate Secretary New York, New York 10036 885 Third Avenue Endeavor Group Holdings, Inc. (212) 596-9000 New York, New York 10022 11 Madison Avenue (212) 906-1200 New York, NY 10010 (212) 586-5100 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated April 26, 2021. Preliminary Prospectus Class A Common Stock 21,300,000 Shares This is an initial public offering of shares of Class A common stock of Endeavor Group Holdings, Inc. All of the 21,300,000 shares of Class A common stock being offered are being sold by the Company. Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $23.00 and $24.00. We currently conduct our business through Endeavor Operating Company and its subsidiaries. Prior to the closing of this offering, we intend to complete an internal reorganization through a series of transactions, which we refer to as the “reorganization transactions.” After the completion of this offering, Endeavor Group Holdings will manage and operate the business and control the strategic decisions and day-to-day operations of Endeavor Operating Company through Endeavor Manager and include the operations of Endeavor Operating Company in our consolidated financial statements. Following this offering, Endeavor Group Holdings, Inc. will have five classes of authorized common stock: Class A common stock, Class B common stock, Class C common stock, Class X common stock, and Class Y common stock. The Class A common stock offered hereby and the Class X common stock will have one vote per share. The Class Y common stock will have 20 votes per share. The Class B and Class C common stock will be non-voting. Our Chief Executive Officer, Ariel Emanuel, and our Executive Chairman, Patrick Whitesell, and their affiliates, together with affiliates of Silver Lake, will hold a majority of our issued and outstanding Class Y common stock and Class X common stock after this offering and, as a group, will control more than a majority of the combined voting power of our common stock. As a result, they will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and by-laws, and the approval of any merger or sale of substantially all of our assets. Affiliates of, or certain funds and accounts advised by, each of Capital Research and Management Company, Coatue Management, L.L.C., Dragoneer Investment Group LLC, Elliott Investment Management L.P., Fertitta Capital, Fidelity Management & Research Company LLC, Kraft Group LLC, MSD Capital, L.P., Mubadala Investment Company, Silver Lake, Tako Ventures, LLC, Tencent, Third Point LLC and Zeke Capital Advisors, LLC (the “private placement investors”) have entered into an agreement (the “Subscription Agreement”) with us and affiliates of KKR (as defined herein) to purchase an aggregate of 74,543,080 shares of our common stock which, based on the high point of the public offering price range set forth on the cover page of this prospectus, we estimate to be 56,336,830 shares of our Class A common stock from us and 18,206,250 shares of Class A common stock from affiliates of KKR, in each case, in a private placement at a price per share equal to $24.00. The aggregate proceeds from this concurrent private placement will be $1,789.0 million, which includes proceeds of $1,352.1 million to us and proceeds of $437.0 million to affiliates of KKR. Our agreement with the private placement investors will also require us, within 60 days following the closing of this offering, to register their shares of Class A common stock on a Form S-1 registration statement. We intend to file such registration statement on or around June 30, 2021. Our agreements with the Private Placement Investors are contingent upon, and are scheduled to close immediately subsequent to, the closing of this offering, as well as the satisfaction of certain conditions to closing as further described in the section titled “Concurrent Private Placements.” We have applied to list the Class A common stock on the New York Stock Exchange (the “Exchange”) under the symbol “EDR.” We will be a “controlled company” under the corporate governance rules of the Exchange applicable to listed companies, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See “Management—Controlled Company.” Investing in our Class A common stock involves risks. See “Risk Factors” on page 38 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ (1) See “Underwriting.” To the extent that the underwriters sell more than 21,300,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 3,195,000 shares from us at the initial public offering price less the underwriting discount within 30 days from the date of this prospectus. KKR Capital Markets LLC and Raine Securities LLC are acting as our financial advisors in connection with this offering. The underwriters expect to deliver the shares against payment in New York, New York